1


AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 9, 2001


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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                                   

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

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

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



                                   COPIES TO:


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

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


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

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


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


--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
   2


                        CALCULATION OF REGISTRATION FEE





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




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



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



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



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



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



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



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



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

   3


[VOICESTREAM WIRELESS LOGO]

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

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


DEUTSCHE TELEKOM/VOICESTREAM MERGER AND DEUTSCHE TELEKOM/POWERTEL MERGER

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


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

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


ALTERNATIVE VOICESTREAM/POWERTEL MERGER


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



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


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


                                               

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


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


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

   4

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

                   NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

                          TO BE HELD ON MARCH 13, 2001


To the Stockholders of
VoiceStream Wireless Corporation:


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


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


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



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



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


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


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


     We encourage you to vote on these important matters.

                                          By order of the Board of Directors,

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

                                IMPORTANT NOTICE

Whether or not you plan to attend the special meeting in person, you are urged
to read the attached proxy statement/prospectus carefully and then sign, date
and return the enclosed proxy card in the enclosed postage-paid envelope by
following the instructions on the enclosed proxy card. If you later desire to
revoke your proxy for any reason, you may do so in the manner set forth in the
attached proxy statement/prospectus.
   5

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

                   NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

                          TO BE HELD ON MARCH 13, 2001


To the Stockholders of
Powertel, Inc.:


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


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


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



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



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


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


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


     We encourage you to vote upon these important matters.

                                          By order of the Board of Directors,

                                          /s/ Allen E. Smith

                                          Allen E. Smith

                                          President and Chief Executive Officer

                                IMPORTANT NOTICE

Whether or not you plan to attend the special meeting in person, you are urged
to read the attached proxy statement/prospectus carefully and then sign, date
and return the enclosed proxy card in the enclosed postage-paid envelope by
following the instructions on the enclosed proxy card. If you later desire to
revoke your proxy for any reason, you may do so in the manner set forth in the
attached proxy statement/prospectus.
   6

                             ADDITIONAL INFORMATION

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

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

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

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

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

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


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


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


                        [MACKENZIE PARTNERS, INC. LOGO]


                                156 Fifth Avenue


                            New York, New York 10010


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


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

   7

WHERE YOU CAN FIND MORE INFORMATION


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



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


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

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




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

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


   8




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




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



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



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




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




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


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


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

   9

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

     THIS PROXY STATEMENT/PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A
SOLICITATION OF AN OFFER TO BUY, ANY SECURITIES, OR THE SOLICITATION OF A PROXY,
IN ANY JURISDICTION TO OR FROM ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE ANY
SUCH OFFER OR SOLICITATION IN SUCH JURISDICTION. INFORMATION CONTAINED IN THIS
PROXY STATEMENT/PROSPECTUS REGARDING DEUTSCHE TELEKOM HAS BEEN PROVIDED BY
DEUTSCHE TELEKOM, INFORMATION CONTAINED IN THIS PROXY STATEMENT/PROSPECTUS
REGARDING VOICESTREAM HAS BEEN PROVIDED BY VOICESTREAM AND INFORMATION CONTAINED
IN THIS PROXY STATEMENT/PROSPECTUS REGARDING POWERTEL HAS BEEN PROVIDED BY
POWERTEL.
   10

                               TABLE OF CONTENTS




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






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



                                        i
   11




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






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



                                       ii
   12




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






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



                                       iii
   13




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






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



                                       iv
   14




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






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



                                        v
   15



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



                                       vi
   16

                    QUESTIONS AND ANSWERS ABOUT THE MERGERS

Q. WHAT TRANSACTIONS ARE BEING PROPOSED?

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


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


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

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

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

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

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

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

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

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

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

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

Q. WHAT AM I BEING ASKED TO VOTE ON?


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


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

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

Q. HOW DO I VOTE?

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

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

                                        1
   17

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

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

Q. MAY I CHANGE MY VOTE?

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

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

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


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


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

Q. SHOULD I SEND IN MY SHARE CERTIFICATES NOW?

A. No.

   VoiceStream Stockholders


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


   Powertel Stockholders


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


Q. WHOM SHOULD I CALL IF I HAVE QUESTIONS?

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


                                  [MACKENZIE LOGO]


                                  156 Fifth Avenue


                              New York, New York 10010


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


                            call collect: (212) 929-5500


                                        2
   18

                                    SUMMARY

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


THE COMPANIES (SEE PAGE 36)




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




THE MERGERS (SEE PAGES 46 AND 69)



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



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



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





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




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


                                        3
   19


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



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





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



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

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



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



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



  EXPLANATION OF PRORATION



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


                                        4
   20


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



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



  EXPLANATION OF POTENTIAL TAX-RELATED ADJUSTMENT TO MERGER CONSIDERATION



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



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





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




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


                                        5
   21


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



 ADDITIONAL INFORMATION ABOUT THE DEUTSCHE TELEKOM/VOICESTREAM MERGER
 CONSIDERATION



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



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



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



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


  DEUTSCHE TELEKOM/POWERTEL MERGER


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





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



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

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


**Before adjustment.


                                        6
   22

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




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



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


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



**Before adjustment.



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



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



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



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



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



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



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


                                        7
   23

  VOICESTREAM/POWERTEL MERGER


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


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



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


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

  AVERAGE PRICE OF VOICESTREAM COMMON SHARE $130.77 AND ABOVE



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


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

  AVERAGE PRICE OF VOICESTREAM COMMON SHARE $113.33 AND BELOW



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


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

                                        8
   24


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





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




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



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



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



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



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


APPRAISAL RIGHTS


  DEUTSCHE TELEKOM/VOICESTREAM MERGER (SEE PAGE 67)



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


                                        9
   25


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


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

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


U.S. FEDERAL TAX CONSEQUENCES



 DEUTSCHE TELEKOM/VOICESTREAM MERGER (SEE PAGE 111)



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



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



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



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



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



 DEUTSCHE TELEKOM/POWERTEL MERGER (SEE PAGE 114)



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



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



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



 VOICESTREAM/POWERTEL MERGER (SEE PAGE 118)



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



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



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


                                       10
   26


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


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


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



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



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



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



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


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

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

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


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


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


VOICESTREAM AND POWERTEL OPERATING LOSSES (SEE PAGE 31)



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


                                       11
   27

COMPARATIVE MARKET PRICE DATA

  DEUTSCHE TELEKOM/VOICESTREAM MERGER


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


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


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



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



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



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



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



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



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





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




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


                                       12
   28

  DEUTSCHE TELEKOM/POWERTEL MERGER


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


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


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



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





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




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



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


  VOICESTREAM/POWERTEL MERGER

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

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


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


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




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



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

                                       13
   29

CURRENCIES AND EXCHANGE RATES

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


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



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


ENFORCEABILITY OF CIVIL LIABILITY AND SERVICE OF PROCESS

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

                                       14
   30

SELECTED CONSOLIDATED FINANCIAL DATA


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


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

                                       15
   31

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



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


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

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

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



                                       16
   32

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




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



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

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


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

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

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


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



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


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


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


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


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


                                       17
   33

SELECTED VOICESTREAM CONSOLIDATED FINANCIAL DATA (dollars in thousands)



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


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


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


                                       18
   34

SELECTED POWERTEL CONSOLIDATED FINANCIAL DATA (dollars in thousands, except per
share)



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


                                       19
   35

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



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


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


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



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


                                       20
   36

UNAUDITED SELECTED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION


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


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

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


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


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




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



                                       21
   37




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



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




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





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


                                       22
   38

COMPARATIVE PER SHARE DATA

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




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

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

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

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

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

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

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

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



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

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


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

                                       23
   39


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



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

                                       24
   40

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


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



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



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



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



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


                                       25
   41


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



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



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


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


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


                                       26
   42

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

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

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


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


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


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


                                       27
   43

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


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


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


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


                                       28
   44

            RISK FACTORS RELATING TO THE VOICESTREAM/POWERTEL MERGER

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


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



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



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



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



     The Communications Act and FCC rules require the FCC's prior approval of
the transfer of control of Powertel's PCS licenses to VoiceStream. Completion of
the VoiceStream/Powertel merger is conditioned, among other factors, upon grants
of the requisite FCC consents becoming final. A "final" FCC order is one that
has not been stayed and is no longer subject to review by the FCC or the courts
because the statutory period for seeking such review has expired without any
request for review or stay pending. Following the FCC's grant of consent to the
VoiceStream/Powertel merger, there might be actions by the FCC or the courts
that would delay or prevent finality.



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


                                       29
   45


transfer and assignment application. Conditions imposed on any licenses granted
or delays in granting of the licenses could impair the value of the licenses and
reduce the value of VoiceStream common shares, and could lead to VoiceStream's
inability to obtain financing necessary for its growth. If VoiceStream is denied
a license in a market, it will not be able to operate in that market unless it
obtains rights to another, existing license from its current owner or acquires
through an FCC auction a new license for that market.



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



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


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

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

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


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


                                       30
   46

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

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

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

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

     Even on a combined basis, VoiceStream and Powertel do not have licenses
covering the entire United States. VoiceStream's and Powertel's ability to
expand is limited to those markets where they have obtained or can obtain
licenses with sufficient spectrum to provide PCS service, or where they
economically can become resellers of service. Because there are a limited number
of licenses available, and because resale agreements require mutual consent of
the incumbent PCS license holders, there is a risk that they may not be able to
obtain the licenses they need for expansion.

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


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



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


                                       31
   47

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


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



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



     Additionally, 25 C Block licenses controlled by VoiceStream were issued
subject to the outcome of the bankruptcy proceeding of the original licensee, a
subsidiary of Pocket Communications, Inc., which was conditionally granted 43 C
Block licenses in 1996. Pursuant to an FCC order, the bankruptcy debtors elected
to relinquish certain licenses, which subsequently were reauctioned, and the
bankruptcy court issued an order making the election effective. A group of
secured creditors of the debtors filed with the court a motion for
reconsideration of the election order. The motion was denied, and the secured
creditors appealed the denial to the United States District Court for the
District of Maryland, Northern Division. The appeal of the election order is
still pending but has been administratively stayed. Until the appeal is
dismissed, there is uncertainty as to the status of these C Block licenses. The
District Court could order the return of these licenses to the jurisdiction of
the bankruptcy court. In the event that these licenses are so returned, it is
unlikely that VoiceStream will be able to recoup any or all of the costs
incurred by it in connection with the construction and development of systems
related to such licenses.



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



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



CONCERNS OVER MEDIA REPORTS REGARDING THE EFFECT OF RADIO FREQUENCY EMISSIONS ON
MEDICAL DEVICES AND OTHER POTENTIAL NEGATIVE HEALTH EFFECTS RELATED TO THE USE
OF WIRELESS HANDSETS MAY DISCOURAGE USE OF WIRELESS SERVICES AND ADVERSELY
AFFECT VOICESTREAM'S BUSINESS



     Media reports have suggested that some radio frequency emissions from
wireless handsets may raise various health concerns, including cancer, and may
interfere with various electronic medical devices, including hearing aids and
pacemakers, and at least one class action lawsuit has been filed in the U.S.
against wireless service providers and handset manufacturers relating to these
issues. Concerns over radio frequency emissions may discourage the use of
wireless handsets, which would adversely affect VoiceStream's business. Some
governments may propose legislation mandating health warnings pending the
outcome of research concerning the health and safety risks of wireless handsets.


                                       32
   48


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


                                       33
   49

                           FORWARD-LOOKING STATEMENTS

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

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


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


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

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

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

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

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

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

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

     - outcome of litigation in which we are involved;

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

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

     - ability to attract and retain qualified personnel;

                                       34
   50

     - product liability and other claims asserted against us;

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

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

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

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

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

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

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

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

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

                                       35
   51

                                 THE COMPANIES

DEUTSCHE TELEKOM AG


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


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


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



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


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

VOICESTREAM WIRELESS CORPORATION


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


                                       36
   52


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



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


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

POWERTEL, INC.

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


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



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


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

                                       37
   53

                        THE VOICESTREAM SPECIAL MEETING

GENERAL


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



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



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


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

RECORD DATE; QUORUM


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


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

                                       38
   54

REQUIRED VOTE


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


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

     - by completing and returning the accompanying proxy card; or

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


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


AGREEMENTS TO VOTE IN FAVOR OF THE MERGERS


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


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

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

VOTING AND REVOCATION OF PROXIES

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

                                       39
   55

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

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

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

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

     - by voting in person at the VoiceStream special meeting.

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

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

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


ELECTION PROCEDURES



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



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


SOLICITATION OF PROXIES

     VoiceStream is, and Deutsche Telekom may be, soliciting, and each will bear
its own cost of soliciting, proxies to vote on the mergers at the VoiceStream
special meeting. Deutsche Telekom, VoiceStream and Powertel will share equally
the amount of the expenses incurred in connection with the cost of printing and
distributing this proxy statement/prospectus. Deutsche Telekom and VoiceStream
will share equally the amount of the SEC filing fees incurred in connection with
registering the Deutsche Telekom ADSs and Deutsche Telekom ordinary shares
issuable upon completion of the Deutsche
                                       40
   56


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


                                       41
   57

                          THE POWERTEL SPECIAL MEETING

GENERAL


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



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



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


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

RECORD DATE; QUORUM


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



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


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

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

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

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

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

     The holders of shares representing a majority of the votes entitled to be
cast with respect to the proposals at the record date, represented in person or
by proxy, will constitute a quorum for purposes of the Powertel special meeting.
A quorum is necessary to hold the Powertel special meeting. Any Powertel common
shares held in treasury by Powertel or by any of its subsidiaries will not be
counted for purposes of a quorum. Brokers and nominees are allowed to vote on
the approval of either the Deutsche Telekom/
                                       42
   58

Powertel merger or the VoiceStream/Powertel merger on behalf of Powertel
stockholders only if they receive instructions from such stockholders on how to
vote, and Powertel shares that are not voted because brokers did not receive
instructions are referred to as "broker non-votes". Abstentions and broker non-
votes represented at the special meeting count as present for establishing a
quorum. Once a Powertel share is represented at the Powertel special meeting, it
will be counted for the purpose of determining a quorum at the Powertel special
meeting and any adjournment of the Powertel special meeting, unless the holder
is present solely to object to the Powertel special meeting. However, if a new
record date is set for the adjourned Powertel special meeting, then a new quorum
will have to be established.

REQUIRED VOTE

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

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

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


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


     You may vote your shares in either of two ways:

     - by completing and returning the accompanying proxy card; or

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


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


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

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

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

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AGREEMENTS TO VOTE IN FAVOR OF THE VOICESTREAM/POWERTEL MERGER

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

VOTING AND REVOCATION OF PROXIES

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

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

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

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

     - by voting in person at the Powertel special meeting.

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


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


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

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

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


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

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


SOLICITATION OF PROXIES


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


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                    THE DEUTSCHE TELEKOM/VOICESTREAM MERGER

BACKGROUND OF THE DEUTSCHE TELEKOM/VOICESTREAM MERGER

  Deutsche Telekom -- General Background


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


  VoiceStream -- General Background

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

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

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

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   62

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

  The Deutsche Telekom/VoiceStream Transaction

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

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

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

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

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

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

                                       47
   63


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


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

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


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


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

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

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   64

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


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


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

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

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

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

                                       49
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which had been made to VoiceStream for an acquisition or significant minority
investment. Based on concerns about the timing, feasibility, structure and value
which might be realized in a transaction with the third party, and noting the
contingent nature of the third party's preliminary proposal, the VoiceStream
board instructed management to focus its efforts on a transaction with Deutsche
Telekom and to convey its concerns to the third party. The VoiceStream board
meeting was adjourned until July 21, 2000.

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

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

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

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

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

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

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

                                       50
   66

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

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


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


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

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

  High-Growth U.S. Wireless Telecommunications Industry

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

  VoiceStream's Licenses and Potential Customers

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

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

  First Transatlantic Wireless Operator Utilizing the GSM Wireless Technology
Standard


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


  VoiceStream's Management

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

  Other Factors

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

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

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

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

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

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

RECOMMENDATION AND CONSIDERATIONS OF THE VOICESTREAM BOARD OF DIRECTORS


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


                                       52
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Telekom/VoiceStream merger agreement and recommended that the stockholders of
VoiceStream vote for approval and adoption of the Deutsche Telekom/VoiceStream
merger agreement. THE VOICESTREAM BOARD CONTINUES TO RECOMMEND THAT THE
STOCKHOLDERS OF VOICESTREAM VOTE "FOR" APPROVAL AND ADOPTION OF THE DEUTSCHE
TELEKOM/VOICESTREAM MERGER AGREEMENT AT THE VOICESTREAM SPECIAL MEETING.


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


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


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

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

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

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


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


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

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

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

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

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

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

                                       53
   69

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


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



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


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


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



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


                                       55
   71


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


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

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

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


  Subsequent Stock Market Developments



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


                                       56
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OPINION OF VOICESTREAM'S FINANCIAL ADVISOR

  VoiceStream Fairness Opinion

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

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

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

     - $200 in cash; or

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

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

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

     In connection with its opinion, Goldman Sachs reviewed, among other things:

     - the Deutsche Telekom/VoiceStream merger agreement;

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

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

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

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

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

     - certain interim reports to stockholders of Deutsche Telekom;


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


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

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

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

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

                                       57
   73

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

     In addition, Goldman Sachs:

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

     - compared certain financial and stock market information for VoiceStream
       and Deutsche Telekom with similar information for certain other companies
       the securities of which are publicly traded;

     - reviewed the financial terms of certain recent business combinations in
       the telecommunications industry specifically, and in other industries
       generally; and

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

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

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

     The following is a summary of the material financial analyses presented by
Goldman Sachs to the VoiceStream board of directors on July 21, 2000. Some of
the summaries of the financial analyses include information presented in tabular
format. The tables must be read together with the text accompanying each
summary.

  Analysis of VoiceStream


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


                                       58
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periods, as compared with the stock election exchange ratio of 3.7647 and the
mixed election exchange ratio of 3.2 in the Deutsche Telekom/VoiceStream merger:




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



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


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

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

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

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

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

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

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

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

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

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

     The following chart summarizes the results of that analysis:



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

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

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


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

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

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



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


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

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

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


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

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



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


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

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



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


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

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

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



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


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

  Analysis of Deutsche Telekom

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

     - wireless operations;

     - traditional fixed-line telecommunications operations;

     - Internet operations;

     - data communications operations; and

     - miscellaneous other investments.

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



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


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

     The preparation of a fairness opinion is a complex process and is not
necessarily susceptible to partial analysis or summary description. Selecting
portions of the analysis or of the summary set forth above, without considering
the analyses as a whole, could create an incomplete view of the processes
underlying Goldman Sachs's opinion. In arriving at its fairness determination,
Goldman Sachs considered the results of all such analyses. No company or
transaction used in the above analyses as a comparison is directly

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comparable to VoiceStream or Deutsche Telekom or the Deutsche
Telekom/VoiceStream merger. Goldman Sachs prepared the analyses solely for
purposes of providing its opinion to the VoiceStream board as to the fairness of
the merger consideration in aggregate to be received by holders of VoiceStream
common shares. The analyses do not purport to be appraisals or to necessarily
reflect the prices at which the business or securities actually may be sold.
Analyses based upon forecasts of future results, which are inherently subject to
uncertainty, are not necessarily indicative of actual future results, which may
be significantly more or less favorable than suggested by such analyses.

     Goldman Sachs, as part of its investment banking business, is continually
engaged in the valuation of businesses and their securities in connection with
mergers and acquisitions, negotiated underwritings, competitive biddings,
secondary distributions of listed and unlisted securities, private placements
and valuations for estate, corporate and other purposes. VoiceStream selected
Goldman Sachs as its financial advisor because it is a nationally recognized
investment banking firm that has substantial experience in transactions similar
to the Deutsche Telekom/VoiceStream merger and because of Goldman Sachs'
familiarity with VoiceStream arising from having provided investment banking
services in the past to VoiceStream and its predecessor.

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

     - VoiceStream;

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


     - VS Washington's former parent, Western Wireless.


     Such services include acting as:

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

     - lead manager in the public offering of $200 million aggregate principal
       amount of 10.5% senior subordinated notes due June 2006 of Western
       Wireless in May 1996;

     - lead manager in the private offering of $200 million aggregate principal
       amount of 10.5% senior subordinated notes due February 2007 of Western
       Wireless in October 1996;

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

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

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

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

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

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


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

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

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

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

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

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

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

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

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

     Goldman Sachs provides a full range of financial advisory and securities
services, and, in the course of its normal trading activities, may, from time to
time, effect transactions and hold securities, including derivative securities,
of VoiceStream and Deutsche Telekom for its own account and for the accounts of
customers. As of July 21, 2000, Goldman Sachs had accumulated a net long
position of 1,178,796 Deutsche Telekom ordinary shares.

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

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

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

  Treatment of Equity Awards

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

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



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





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



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

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



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


  Stay Bonus Plan


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


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


  Retention Plan


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


  Tax Reimbursement Payments

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

  Indemnification of Directors and Officers

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

  Stockholder Agreements

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

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

     - Douglas G. Smith, vice chairman and director;

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

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

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

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

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

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

APPRAISAL RIGHTS


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


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

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

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

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

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

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

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

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

     If a petition for appraisal is timely filed, the court will determine which
stockholders are entitled to appraisal rights. The court then will determine the
fair value of the VoiceStream common shares held by the dissenting stockholders,
exclusive of any element of value arising from the accomplishment or expectation
of the Deutsche Telekom/VoiceStream merger, but together with a fair rate of
interest, if any, to be paid on the amount determined to be fair value. In
determining the fair value, the court will take into account all relevant
factors. The court may determine the fair value to be more than, less than or
equal to the consideration that the dissenting stockholder would otherwise be
entitled to receive under the Deutsche Telekom/VoiceStream merger agreement. If
a petition for appraisal is not timely filed, then the right to an appraisal
will cease. The costs of the appraisal proceeding may be determined by the court
and charged against the parties as the court determines to be equitable under
the circumstances. Upon the application of any stockholder, the court may
determine the amount of interest, if any, to be paid upon the value of the
VoiceStream common shares of stockholders entitled to such interest. Upon
application of a stockholder, the court may order all or a portion of the
expenses incurred by any stockholder in connection with the appraisal
proceeding, including, without limitation, reasonable attorneys' fees and the
fees and expenses of experts, to be charged pro rata against the value of all
shares of VoiceStream common shares entitled to appraisal.


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


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

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

  Deutsche Telekom -- General Background


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


  VoiceStream -- General Background

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


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


  Powertel -- General Background

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

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

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

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


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


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

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

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

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


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

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

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

VOICESTREAM'S REASONS FOR THE VOICESTREAM/POWERTEL MERGER

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

  Strong Geographic Fit


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

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  Strong Technology Fit

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


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



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


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

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

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

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

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

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

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

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


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


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


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

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

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

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

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

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

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

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

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


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

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


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

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

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

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

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

       -- continuing as an independent company;

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

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

     - the fact that:

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

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

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

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

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

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


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


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

     - the fact that:

       -- Deutsche Telekom has significant financial resources;

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

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

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

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

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

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


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


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

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

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

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

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


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


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

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


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


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

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


  Subsequent Stock Market Developments Relating to Deutsche Telekom Shares



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


                                       79
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that day. As discussed above, in negotiating and approving the Deutsche
Telekom/Powertel merger agreement, the Powertel board was aware that a decline
in the trading price of Deutsche Telekom ADSs or shares would decrease the
dollar value of the consideration to be received by Powertel stockholders in the
merger. However, the Powertel board viewed the Deutsche Telekom/Powertel merger
as a strategic combination that could be expected to provide Powertel
stockholders with a long-term opportunity to participate in a stronger combined
company with increased economies of scale.


OPINION OF VOICESTREAM'S FINANCIAL ADVISOR


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


     The "conversion number" means:

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

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

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


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


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

     In connection with its opinion, Goldman Sachs reviewed, among other things:

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

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

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

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

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

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

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

     Goldman Sachs also held discussions with members of the senior management
of VoiceStream and Powertel regarding their assessment of the strategic
rationale for, and the potential benefits of, the transaction contemplated by
the VoiceStream/Powertel merger agreement and the past and current business
operations, financial condition and future prospects of their respective
companies. In addition, Goldman Sachs:

     - reviewed the reported price and trading activity for the VoiceStream
       common shares and the Powertel common shares;

     - compared certain financial and stock market information for VoiceStream
       and Powertel with similar information for certain other companies the
       securities of which are publicly traded;

     - reviewed the financial terms of certain recent business combinations in
       the telecommunications industry specifically and in other industries
       generally; and

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

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

     The following is a summary of the material financial analyses presented by
Goldman Sachs to the VoiceStream board on August 24, 2000. Some of the summaries
of the financial analyses include information presented in tabular format. The
tables must be read together with the text accompanying each summary.

  Contribution Analysis

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

     - covered POPs;

     - subscribers;
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     - service revenues;

     - EBITDA;

     - equity value; and

     - enterprise value.

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

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

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

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

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

     The following table presents the results of that analysis:



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




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



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


  Discounted Cash Flow Analysis

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

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



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


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



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


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

  Transaction Premium Analysis


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




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


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

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


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

  Selected Companies Analysis


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


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

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

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

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

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



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


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


  Pro Forma Merger Analysis

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



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


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

     The preparation of a fairness opinion is a complex process and is not
necessarily susceptible to partial analysis or summary description. Selecting
portions of the analysis or of the summary set forth above, without considering
the analyses as a whole, could create an incomplete view of the processes
underlying Goldman Sachs's opinion. In arriving at its fairness determination,
Goldman Sachs considered the results of all such analyses. No company or
transaction used in the above analyses as a comparison is directly comparable to
VoiceStream or Powertel or the merger. Goldman Sachs prepared the analyses
solely for purposes of providing its opinion to the VoiceStream board as to the
fairness of the conversion number. The analyses do not purport to be appraisals
or necessarily reflect the prices at which the business or securities actually
may be sold. Analyses based upon forecasts of future results, which are
inherently subject to uncertainty, are not necessarily indicative of actual
future results, which may be significantly more or less favorable than suggested
by such analyses.

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

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

     - VoiceStream;

     - VS Washington; and


     - VS Washington's former parent, Western Wireless.


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Such services include having acted as:

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

     - lead manager in the public offering of $200 million aggregate principal
       amount of 10.5% senior subordinated notes due June 2006 of Western
       Wireless in May 1996;

     - lead manager in the private offering of $200 million aggregate principal
       amount of 10.5% senior subordinated notes due February 2007 of Western
       Wireless in October 1996;

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

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

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

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

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

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

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


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


     Goldman Sachs provides a full range of financial advisory and securities
services and, in the course of its normal trading activities, may from time to
time effect transactions and hold securities, including derivative securities,
of VoiceStream and Powertel for its own account and for the accounts of
customers. As of August 26, 2000, Goldman Sachs had accumulated a net long
position of 308 Powertel shares. As of the same date and not including the
principal investment referred to above, Goldman Sachs had a net short position
of 180,716 shares of VoiceStream common shares.

     Pursuant to a letter agreement dated May 8, 2000, VoiceStream engaged
Goldman Sachs to act as its financial advisor in connection with the potential
acquisition of Powertel. Pursuant to this letter agreement, VoiceStream has
agreed to pay Goldman Sachs $10 million upon consummation of the acquisition of
Powertel. VoiceStream has agreed to reimburse Goldman Sachs for its reasonable
out-of-pocket expenses, including attorney's fees, and to indemnify Goldman
Sachs against certain liabilities, including certain liabilities under the
federal securities laws.

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OPINION OF POWERTEL'S FINANCIAL ADVISOR

     Under an engagement letter, dated as of January 12, 2000, Powertel engaged
Morgan Stanley to provide financial advisory services to Powertel. The Powertel
board of directors selected Morgan Stanley to act as its financial advisor based
on Morgan Stanley's qualifications, expertise and reputation, as well as Morgan
Stanley's knowledge of the business and affairs of Powertel.

     On August 26, 2000, Morgan Stanley delivered its oral opinion, subsequently
confirmed in writing, to the Powertel board of directors that, as of such date,
and subject to and based upon the various considerations, assumptions,
limitations and qualifications set forth in its opinion:

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

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

     The full text of Morgan Stanley's opinion, dated August 26, 2000, which
sets forth, among other things, assumptions made, procedures followed, matters
considered and limitations on the scope of the review undertaken by Morgan
Stanley in rendering its opinion, is attached to this proxy statement/prospectus
as Annex F. You are urged to read the entire opinion carefully and in its
entirety.

     Morgan Stanley's opinion is directed to the Powertel board of directors and
only addresses the fairness of the consideration to be received by the holders
of Powertel common shares and preferred shares pursuant to the Deutsche
Telekom/Powertel merger agreement, and if the Deutsche Telekom/VoiceStream
merger is not completed, the fairness of the consideration to be received
pursuant to the VoiceStream/Powertel merger agreement, in each case from a
financial point of view, as of the date of the opinion. Morgan Stanley's opinion
does not address any other aspect of the Deutsche Telekom/Powertel merger and
the VoiceStream/Powertel merger, and does not constitute a recommendation to any
Powertel stockholder as to how to vote at the Powertel special meeting. This
summary is qualified in its entirety by reference to the full text of the
opinion.

In connection with rendering its opinion, Morgan Stanley, among other things:

     - reviewed certain publicly available financial statements and other
       information of Powertel, Deutsche Telekom and VoiceStream;

     - reviewed certain internal financial statements and other financial and
       operating data concerning Powertel, Deutsche Telekom and VoiceStream
       prepared by the managements of Powertel, Deutsche Telekom, and
       VoiceStream, respectively;

     - analyzed certain financial projections prepared by the management of
       Powertel;

     - analyzed certain financial projections for Deutsche Telekom and
       VoiceStream contained in certain securities analysts' research reports
       that were recommended for review by the managements of Deutsche Telekom
       and VoiceStream, respectively;

     - discussed the past and current operations and financial condition and the
       prospects of Powertel, including information relating to certain
       strategic, financial and operational benefits anticipated from each of
       the Deutsche Telekom/Powertel merger and the VoiceStream/Powertel merger,
       with senior executives of Powertel;

     - discussed the past and current operations and financial condition and the
       prospects of Deutsche Telekom, including information relating to certain
       strategic, financial and operational benefits anticipated from the
       Deutsche Telekom/Powertel merger with senior executives of Deutsche
       Telekom;

                                       87
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     - discussed the past and current operations and financial condition and the
       prospects of VoiceStream, including information relating to certain
       strategic, financial and operational benefits anticipated from the
       VoiceStream/Powertel merger with senior executives of VoiceStream;

     - discussed the past and current operations and financial condition and the
       prospects of Deutsche Telekom and VoiceStream, including information
       relating to certain strategic, financial and operational benefits
       anticipated from the VoiceStream merger, with senior executives of
       Deutsche Telekom and VoiceStream;

     - reviewed the reported prices and trading activity for the Powertel common
       shares, the Deutsche Telekom ADSs and the VoiceStream common shares;


     - compared the financial performance of Powertel, Deutsche Telekom and
       VoiceStream and the prices and trading activity of the Powertel common
       shares, the Deutsche Telekom ADSs and the VoiceStream common shares with
       those of certain other publicly-traded companies comparable with
       Powertel, Deutsche Telekom and VoiceStream respectively and their
       securities;


     - reviewed the financial terms, to the extent publicly available, of
       certain comparable acquisition transactions;

     - participated in discussions and negotiations among representatives of
       Powertel, Deutsche Telekom and VoiceStream and their financial and legal
       advisors;

     - reviewed the terms, including the financial terms, of the Deutsche
       Telekom/Powertel merger agreement, the VoiceStream/Powertel merger
       agreement and the Deutsche Telekom/VoiceStream merger agreement and
       certain related documents; and

     - performed other analyses and considered other factors as we have deemed
       appropriate.

     For purposes of its opinion, Morgan Stanley analyzed the merger as if the
Powertel preferred shares were converted into Powertel common shares immediately
prior to the completion of the Deutsche Telekom/Powertel merger or the
VoiceStream/Powertel merger. Morgan Stanley's opinion does not extend to the
conversion terms of the Powertel preferred shares.

     In rendering its opinion, Morgan Stanley assumed and relied upon without
independent verification the accuracy and completeness of the information
reviewed by Morgan Stanley for the purposes of its opinion. With respect to the
financial projections, including information relating to certain strategic,
financial and operational benefits anticipated from each of the Deutsche
Telekom/Powertel merger, VoiceStream/Powertel merger and Deutsche
Telekom/VoiceStream merger, Morgan Stanley assumed they were reasonably prepared
on bases reflecting the best currently available estimates and judgments of the
future financial performance of Deutsche Telekom, VoiceStream and Powertel. For
the purpose of its analysis, Morgan Stanley relied with Powertel's consent on
the estimates of certain securities analysts' research reports that were
recommended for review by the managements of Deutsche Telekom and VoiceStream.

     Morgan Stanley also assumed that the VoiceStream/Powertel merger will be
completed only if the Deutsche Telekom/VoiceStream merger agreement is
terminated. In addition, Morgan Stanley assumed that the Deutsche
Telekom/Powertel merger will be completed in accordance with the terms set forth
in the Deutsche Telekom/Powertel merger agreement, including that the Deutsche
Telekom/Powertel merger will be treated as a tax-free merger and/or exchange
pursuant to the U.S. tax code. Morgan Stanley also assumed that in the event the
Deutsche Telekom/VoiceStream merger is terminated, the VoiceStream/Powertel
merger will be completed in accordance with the terms set forth in the
VoiceStream/ Powertel merger agreement, including that the VoiceStream/Powertel
merger will be treated as a tax-free merger and/or exchange pursuant to the U.S.
tax code. In addition, Morgan Stanley assumed that obtaining all necessary
regulatory approvals for the Deutsche Telekom/Powertel merger or
VoiceStream/Powertel merger will not have a material adverse effect on Powertel,
VoiceStream or Deutsche Telekom or the financial, strategic and operational
benefits anticipated from the Deutsche Telekom/Powertel merger, the Deutsche
Telekom/VoiceStream merger or the VoiceStream/Powertel

                                       88
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merger. Morgan Stanley did not make any independent valuation or appraisal of
the assets or liabilities of Powertel, Deutsche Telekom or VoiceStream nor was
Morgan Stanley furnished with any such appraisals. Morgan Stanley's opinion is
necessarily based on financial, economic, market and other conditions as in
effect on, and the information made available to it as of August 26, 2000.

     The following is a brief summary of the material financial analyses
performed by Morgan Stanley in connection with its oral opinion and the
preparation of its opinion letter dated August 26, 2000. These summaries of
financial analyses include information presented in tabular format. In order to
fully understand the financial analyses used by Morgan Stanley, the tables must
be read together with the text of each summary. The tables alone do not
constitute a complete description of the financial analyses.

  Historical Public Market Trading Value

     Morgan Stanley reviewed the recent price performance of Powertel common
shares based on an analysis of the historical closing prices and trading volumes
over the last twelve months ending August 25, 2000. Morgan Stanley performed
this analysis to derive the premia or discounts to the market prices for
Powertel common shares represented by the consideration to be received by
holders of Powertel shares in the Deutsche Telekom/Powertel merger and the
VoiceStream/Powertel merger. The following table lists the average daily closing
prices of Powertel common shares for the periods indicated. Based on the closing
prices of the Deutsche Telekom ADSs and VoiceStream common shares on August 25,
2000, the consideration to be received by holders of Powertel common shares in
the Deutsche Telekom/Powertel merger and the VoiceStream/Powertel merger was
determined to be approximately $106.24 and $85.00 per Powertel common share,
respectively. Morgan Stanley then compared the consideration to be received by
holders of Powertel common shares in the Deutsche Telekom/Powertel merger and
VoiceStream/Powertel merger to the average Powertel closing prices over this
period, to arrive at the implied premia and discount percentages over the
Powertel closing prices indicated in the table below.



                                                         PREMIA IMPLIED IN    PREMIA/(DISCOUNT) IMPLIED IN
PERIOD ENDING                        AVERAGE POWERTEL    DEUTSCHE TELEKOM/        VOICESTREAM/POWERTEL
AUGUST 25, 2000                        SHARE PRICE        POWERTEL MERGER                MERGER
---------------                      ----------------    -----------------    ----------------------------
                                                                     
Last one year......................      $ 77.43                 37%                       10%
Six months.........................        77.92                 36                         9
Three months.......................        82.88                 28                         3
One month..........................        83.53                 27                         2
Current (8/25/00)(a)...............        86.63                 23                        (2)
52-week high(a)....................       105.00                  1                       (19)
52-week low(a).....................        34.81                205                       144


---------------
(a) Data reflects closing prices and not averages.

     This analysis was designed to compare the consideration to be received by
the Powertel stockholders in either the Deutsche Telekom/Powertel merger or the
VoiceStream/Powertel merger to prices of Powertel common shares during selected
historical periods. The analysis indicated that the consideration to be received
pursuant to the VoiceStream/Powertel merger was a slightly greater value to the
Powertel stockholders as compared to Powertel's actual trading performance over
most historical periods compared in this analysis. Furthermore, the analysis
indicated that the consideration to be received pursuant to the Deutsche
Telekom/Powertel merger was of meaningfully greater value to the holders of
Powertel shares as compared to Powertel's actual trading performance over the
historical periods compared in this analysis.

  Comparable Companies Analysis

     Using closing market prices on August 25, 2000, Morgan Stanley calculated
aggregate value, defined as equity value adjusted for the addition of debt and
preferred stock and the subtraction of cash, warrant and option proceeds and
other assets of Powertel and VoiceStream. Morgan Stanley then compared the
aggregate value of Powertel and VoiceStream to service revenue multiples for
Powertel and VoiceStream

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for fiscal year 2001 and subscriber multiples for Powertel and VoiceStream for
fiscal year 2001. The service revenue and subscriber multiples used were based
on publicly available research estimates compiled by Powertel's management, as
adjusted for certain operating assumptions reflected in publicly available
reports, and based on publicly available research estimates for VoiceStream.
Morgan Stanley then compared the service revenue and subscriber multiples
obtained for Powertel and VoiceStream with similar multiples obtained, based on
publicly available research estimates, for selected domestic companies that
provide PCS services, including Sprint PCS and Nextel Communications, Inc.,
which in this document we refer to as the "Domestic PCS Peer Group".

     In addition, Morgan Stanley compared aggregate value to fiscal year 2001
revenue multiples and aggregate value to EBITDA multiples for fiscal year 2001
for Deutsche Telekom, based on publicly available research estimates. Morgan
Stanley then compared the fiscal year 2001 revenue and EBITDA multiples for
Deutsche Telekom with multiples obtained for a group of selected peer companies
based on publicly available research estimates. The group of selected Deutsche
Telekom peer companies, which in this document we refer to as the "Deutsche
Telekom Peer Group", included France Telecom S.A., Koninklijke KPN NV and
Telecom Italia SpA. These analyses resulted in the following information:

  Domestic PCS Peer Group



                                                   POWERTEL    VOICESTREAM    MEAN OF PEERS
                                                   --------    -----------    -------------
                                                                     
Licensed POPs (in dollars per POP)...............   $  225       $  139          $  246
Covered POPs (in dollars per POP)................   $  326       $  355          $  318
2001 Subscribers (in dollars per subscriber).....   $4,213       $4,493          $4,894
Aggregate value (as a multiple of 2001 service
  revenue).......................................     8.3x        10.0x            7.8x


  Deutsche Telekom Peer Group



                                                                        DEUTSCHE TELEKOM
                                                                           PEER GROUP
                                                            DEUTSCHE    -----------------
                                                            TELEKOM     MEDIAN      MEAN
                                                            --------    -------    ------
                                                                          
2001 Revenue..............................................    3.4x        4.8x      4.8x
2001 EBITDA...............................................    9.4x       12.8x     13.3x


     Morgan Stanley noted that the consideration to be received by a holder of a
Powertel common share pursuant to the Deutsche Telekom/Powertel merger based on
the closing price of the Deutsche Telekom ADSs on August 25, 2000 represented a
multiple of $390 per Powertel's current covered POPs and 9.9x Powertel's fiscal
year 2001 service revenue. Furthermore, Morgan Stanley noted that the
consideration received pursuant to the VoiceStream/Powertel merger based on the
closing price of VoiceStream common shares on August 25, 2000 represented a
multiple of $320 per Powertel's current covered POPs and 8.1x Powertel's fiscal
year 2001 service revenue.

  Securities Research Analysts' Future Price Targets Analysis

     Morgan Stanley reviewed the 12-month price targets for Powertel common
shares as projected by analysts from various financial institutions in recent
reports. These targets reflected each analyst's estimate of the future public
market trading price of the Powertel common shares at the end of the particular
period considered for each estimate. Morgan Stanley then arrived at the present
value for these targets using an estimated equity discount rate of 15.0% for the
Powertel common shares.

     This analysis showed the following mean and median present values for the
Powertel common shares:



                                                      PRESENT
                                                       VALUE
                                                      -------
                                                   
Mean................................................  $95.88
Median..............................................  $94.50


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     Morgan Stanley noted that the consideration to be received by a holder of
Powertel common shares pursuant to the Deutsche Telekom/Powertel merger based on
the closing price of the Deutsche Telekom ADSs on August 25, 2000 represented a
per Powertel common share value of $106.24. Furthermore, Morgan Stanley noted
that the consideration received pursuant to the VoiceStream/Powertel merger
based on the closing price of a VoiceStream common share on August 25, 2000
represented a per share value for a Powertel common share of $85.00.

  Historical Exchange Ratio Analysis

     Morgan Stanley reviewed the implied historical exchange ratios for Powertel
common shares, Deutsche Telekom ADSs and VoiceStream common shares. These
exchange ratios were determined by dividing the price per Powertel common share
by the price per Deutsche Telekom ADS and the price per VoiceStream common share
over the one year period from August 25, 1999 through August 25, 2000. Morgan
Stanley performed this analysis to compare premia or discounts represented by
the consideration received pursuant to the Deutsche Telekom/Powertel merger and
the VoiceStream/Powertel merger with the premium or discount represented by
historical exchange ratios prevailing in the open market.

     This analysis indicated the following premia/discounts represented by the
average historical exchange ratios prevailing in the open market:



                                              PREMIA IMPLIED       PREMIA/(DISCOUNTS) IMPLIED IN
PERIOD ENDING                              IN DEUTSCHE TELEKOM/        VOICESTREAM/POWERTEL
AUGUST 25, 2000                              POWERTEL MERGER                  MERGER
---------------                            --------------------    -----------------------------
                                                             
Last twelve months.......................          100%                         (1)%
Last six months..........................           98                          10
Last 90 trading days.....................           78                           9
Last 20 trading days.....................           31                           6
Last 10 trading days.....................           32                           6
Current (8/25/00)........................           23                          (2)


     The analysis indicated that the consideration to be received by holders of
Powertel shares pursuant to the VoiceStream/Powertel merger was of slightly
greater value to the holders of Powertel shares as compared to Powertel's and
VoiceStream's actual relative trading performance over the relevant historical
periods. Furthermore, the analysis indicated that the consideration to be
received by holders of Powertel shares pursuant to the Deutsche Telekom/Powertel
merger was of meaningfully greater value to the holders of Powertel shares as
compared to Powertel's and Deutsche Telekom's actual relative trading
performance over the relevant historical periods.

  Analysis of Selected Precedent Transactions

     To compare the Deutsche Telekom/Powertel merger and the
VoiceStream/Powertel merger to other recent mergers in the PCS industry, Morgan
Stanley reviewed the following three transactions involving domestic PCS
companies since June 1999:

     - June 1999 -- VoiceStream Wireless/Omnipoint

     - September 1999 -- VoiceStream Wireless/Aerial; and

     - July 2000 -- Deutsche Telekom/VoiceStream.

     For each of these transactions, Morgan Stanley reviewed and calculated the
consideration paid per current licensed POPs, per current covered POPs and per
current subscribers and calculated the consideration paid for each of these
transactions as a multiple of estimated service revenues of the

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acquired company for the next one year. This analysis indicated the following
multiples for these transactions:



                                                               AGGREGATE CONSIDERATION PER
                                                    --------------------------------------------------
                                                    LICENSED    COVERED      CURRENT        FORWARD
                                                      POPS       POPS      SUBSCRIBERS    SERVICE REV.
                                                    --------    -------    -----------    ------------
                                                                              
VoiceStream/Omnipoint.............................    $ 45       $ 96        $ 7,544           9.2x
VoiceStream/Aerial................................     114        141          9,099          10.2
Deutsche Telekom/VoiceStream......................     241        547         20,646          17.2


     Morgan Stanley noted that the consideration received pursuant to the
Deutsche Telekom/Powertel merger and VoiceStream/Powertel merger implied the
following multiples for Powertel:



                                                               AGGREGATE CONSIDERATION PER
                                                    --------------------------------------------------
                                                    LICENSED    COVERED      CURRENT        FORWARD
                                                      POPS       POPS      SUBSCRIBERS    SERVICE REV.
                                                    --------    -------    -----------    ------------
                                                                              
Deutsche Telekom/Powertel merger..................    $270       $390        $8,819           9.9x
VoiceStream/Powertel merger.......................     222        320         7,232           8.1


     Morgan Stanley noted that the VoiceStream/Omnipoint transaction and the
VoiceStream/Aerial transaction were more directly comparable to the Deutsche
Telekom/Powertel and VoiceStream/Powertel mergers as these previous acquisitions
were made to expand VoiceStream's service area to include geographic areas not
previously covered by VoiceStream's mobile telecommunication service. Morgan
Stanley further noted that the multiples paid in the Deutsche Telekom/Powertel
and VoiceStream/Powertel mergers are broadly in line with these comparable
transactions.

  Discounted Cash Flow Analysis

     Morgan Stanley performed a discounted cash flow analysis of Powertel's
business. This analysis considers the present value of projected cash flows for
Powertel using discount rates and the present value of Powertel's business
assuming a perpetual existence and applying a multiple to the final free cash
flow of Powertel for the projected period. Morgan Stanley analyzed Powertel's
business for the period beginning January 1, 2000 and ending December 31, 2009,
based on publicly available research estimates compiled by Powertel's
management, as adjusted for certain operating assumptions reflected in publicly
available reports.

     Morgan Stanley estimated Powertel's discounted cash flow value by using a
discount rate range of 12.0% to 12.5% and using free cash flow growth rates
ranging from 5.0% to 5.5% in the final year of the period analyzed. This
analysis yielded a range of values for the Powertel common shares of
approximately $90 per share to $106 per share. Morgan Stanley noted that the
consideration received pursuant to the Deutsche Telekom/Powertel merger based on
the closing price of the Deutsche Telekom ADSs on August 25, 2000 represented a
0% to 18% premium to the Powertel per share discounted cash flow value.
Furthermore, Morgan Stanley noted that the consideration received pursuant to
the VoiceStream/Powertel merger based on the closing price of the VoiceStream's
common shares on August 25, 2000 represented a 6% to 25% discount to the
Powertel per share discounted cash flow value.

     In addition, Morgan Stanley performed sensitivity analyses on assumptions
underlying Powertel's business forecast. Specifically, Morgan Stanley varied the
assumptions regarding the revenue growth and EBITDA margin in the final year of
the period analyzed. Using a 12.0% discount rate and a 5.5% final free cash flow
growth rate, Morgan Stanley arrived at values for the Powertel common shares
ranging from approximately $83 per share to $107 per share.

     Morgan Stanley performed a variety of financial and comparative analyses
solely for purposes of providing its opinion to the Powertel board of directors
as to the fairness from a financial point of view to the holders of Powertel
common shares and preferred shares of the consideration received in the Deutsche
Telekom/Powertel merger or VoiceStream/Powertel merger.

                                       92
   108

     The preparation of a fairness opinion is a complex process and is not
necessarily susceptible to partial analysis or summary description. In arriving
at its opinion, Morgan Stanley considered the results of all of its analyses as
a whole and did not attribute any particular weight to any analysis or factor
considered by it. Morgan Stanley believes that the summary provided and the
analyses described above must be considered as a whole and that selecting any
portion of its analyses, without considering all analyses, would create an
incomplete view of the process underlying its analyses and opinion. In addition,
Morgan Stanley may have given various analyses and factors more or less weight
than other analyses and factors, and may have deemed various assumptions more or
less probable than other assumptions, so that the ranges of valuations resulting
from any particular analysis described above should not be taken to be Morgan
Stanley's view of the actual value of Deutsche Telekom, VoiceStream or Powertel.

     No company used in the Comparable Company Analysis is identical to Deutsche
Telekom, VoiceStream or Powertel, and no transaction used in the Analysis of
Selected Precedent Transactions is identical to the Deutsche Telekom/Powertel
merger or the VoiceStream/Powertel merger. In performing its analyses, Morgan
Stanley made numerous judgments and assumptions with respect to industry
performance, general business, economic, market and financial conditions and
other matters, many of which are beyond the control of Deutsche Telekom,
VoiceStream or Powertel. In addition, mathematical analysis, such as determining
the average or the median, is not in itself a meaningful method of using
comparable company or precedent transaction data.

     The analyses performed by Morgan Stanley are not necessarily indicative of
future results or actual values, which may be significantly more or less
favorable than those suggested by such estimates. The analyses performed were
prepared solely as part of Morgan Stanley's analysis of the fairness of the
consideration received pursuant to the Deutsche Telekom/Powertel merger or
VoiceStream/Powertel merger from a financial point of view to the holders of
Powertel common shares and preferred shares. Morgan Stanley's analyses are not
intended to be appraisals or to reflect the prices at which Deutsche Telekom,
VoiceStream or Powertel might actually be sold or the price at which their
securities may trade.

     The consideration received pursuant to the Deutsche Telekom/Powertel merger
or VoiceStream/ Powertel merger was determined through arm's length negotiations
between Powertel, Deutsche Telekom and VoiceStream and was approved by the
Powertel board of directors. Morgan Stanley did not recommend any specific
merger consideration to Powertel or that any specific merger consideration
constituted the only appropriate merger consideration for the Deutsche
Telekom/Powertel merger or VoiceStream/Powertel merger. Morgan Stanley's opinion
to the Powertel board was one of many factors taken into consideration by the
Powertel board of directors in making its determination to approve the Deutsche
Telekom/Powertel merger or VoiceStream/Powertel merger. Consequently, the Morgan
Stanley analyses described above should not be viewed as determinative of the
opinion of the Powertel board of directors with respect to the value of Powertel
or whether the Powertel board of directors would have been willing to agree to
different merger consideration.


     Morgan Stanley is an internationally recognized investment banking and
advisory firm. Morgan Stanley, as part of its investment banking business, is
continuously engaged in the valuation of businesses and securities in connection
with mergers and acquisitions, negotiated underwritings, competitive biddings,
secondary distributions of listed and unlisted securities, private placements
and valuations for corporate and other purposes. Morgan Stanley and its
affiliates have provided in the past, are providing and may provide in the
future financial advisory and financing services for Powertel and Deutsche
Telekom. Morgan Stanley may receive customary fees for the rendering of these
services. In the ordinary course of Morgan Stanley's business, Morgan Stanley or
its affiliates may at any time hold long or short positions, may trade, make a
market or otherwise effect transactions, for its own account, the accounts of
investment funds and other clients under the management of Morgan Stanley or for
the accounts of customers, in the securities or indebtedness of Deutsche
Telekom, VoiceStream and Powertel.


     Under the letter agreement dated as of January 12, 2000, Morgan Stanley has
provided advisory services and a financial opinion in connection with the
Deutsche Telekom/Powertel merger or VoiceStream/Powertel merger, and Powertel
has agreed to pay a fee to Morgan Stanley of $28 million if

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the Deutsche Telekom/Powertel merger is consummated or a fee of $23 million if
the VoiceStream/Powertel merger is consumated. In addition, Powertel has also
agreed to reimburse Morgan Stanley for its expenses incurred in performing its
services and to indemnify Morgan Stanley and its affiliates, their respective
directors, officers, agents and employees and each person, if any, controlling
Morgan Stanley or any of its affiliates against certain liabilities and
expenses, including the fees of its legal counsel and certain liabilities under
the federal securities laws, related to or arising out of Morgan Stanley's
engagement and any related transactions.

INTERESTS OF DIRECTORS AND OFFICERS OF VOICESTREAM IN THE VOICESTREAM/POWERTEL
MERGER


     Sonera Corporation is a significant stockholder of both VoiceStream and
Powertel, beneficially owning approximately 8.3% and 16.8% of their common
shares outstanding, respectively. Under the VoiceStream voting agreement, Sonera
has designated one representative to the VoiceStream board of directors. Sonera
also has the right to designate one representative to the Powertel board of
directors, but is not currently exercising such right, although a Sonera
representative currently attends meetings of the Powertel board of directors as
an observer.


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

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

  Treatment of Equity Awards


     Each merger agreement provides that, immediately prior to the completion of
the Deutsche Telekom/Powertel merger and the VoiceStream/Powertel merger, each
outstanding option to purchase Powertel common shares will be converted into the
right to acquire Deutsche Telekom ordinary shares or VoiceStream common shares,
respectively. See "Summary of Deutsche Telekom/Powertel and VoiceStream/Powertel
Transaction Documents -- The Deutsche Telekom/Powertel Merger Agreement --
Treatment of Powertel Options and Restricted Stock" and "Summary of Deutsche
Telekom/Powertel and VoiceStream/Powertel Transaction Documents -- The
VoiceStream/Powertel Merger Agreement -- Treatment of Powertel Options and
Restricted Stock." Except as provided below, none of the options to purchase
Powertel common shares will be subject to accelerated vesting. Powertel will be
allowed to issue up to an aggregate of 575,000 options prior to the completion
of the Deutsche Telekom/Powertel merger or the VoiceStream/Powertel merger, as
the case may be, to Powertel employees in yearly performance grants, to DiGiPH
employees that become Powertel employees and in connection with offers of
employment outstanding as of August 26, 2000. In the event an employee's
employment is terminated by Deutsche Telekom or VoiceStream, as the case may be,
because of job elimination resulting from the Deutsche Telekom/Powertel merger
or the VoiceStream/Powertel merger within 18 months of the completion of the
applicable merger, then the employee's options may become fully vested and
exercisable, subject to certain limitations and restrictions. In addition to
actual job elimination, an employee's employment will be considered to have been
terminated by Deutsche Telekom or VoiceStream, as the case may be, because of
job elimination if:


     - that employee's employment with the surviving corporation terminates
       within 30 days after the employee is subjected to a reduction in the
       employee's salary, hourly wage or target bonus; or

     - if the employee is required to transfer to a workplace 50 miles or more
       from their current job location.

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   110


Any employee who receives accelerated vesting of his or her options will not be
entitled to any actual or potential remaining payments under the cash bonus,
retention bonus or incentive bonus plans that are described below. However,
individuals who are eligible to receive payments under the severance plan will
still be able to receive those payments, except that those payments will be
reduced by any amounts that were previously paid to the employee under the cash
bonus, the retention bonus or the incentive bonus plans. To obtain accelerated
vesting or severance payments, an employee will be required to sign and deliver
to the surviving corporation a full release of all claims against Powertel,
Deutsche Telekom, VoiceStream and all related parties. In addition, all
restrictions on outstanding restricted shares held by Powertel employees will
lapse upon the completion of the Deutsche Telekom/Powertel merger or
VoiceStream/Powertel merger, as the case may be.


  Cash and Retention Bonus Plans


     Pursuant to the Deutsche Telekom/Powertel and the VoiceStream/Powertel
merger agreements, cash and retention bonus plans will be established for
Powertel management employees, including the executive officers of Powertel,
subject to offsets against severance payments as described below. Pursuant to
the cash bonus plan, each full-time employee of Powertel as of December 31, 2000
will receive a $3,000 cash bonus three months following the completion of the
Deutsche Telekom/Powertel or VoiceStream/Powertel merger, as the case may be, if
they remain employed in good standing as of that date or if their employment is
terminated within that period as a result of job elimination resulting from the
Deutsche Telekom/Powertel or VoiceStream/Powertel merger, as the case may be.
The bonus will be prorated for part-time employees and employees hired after
December 31, 2000. In addition, approximately 150-300 key employees of Powertel,
including the executive officers of Powertel, except for the chief executive
officer and chief financial officer, will be eligible to receive retention
bonuses paid out of a $20 million bonus pool in amounts and upon terms mutually
agreed upon by the chief executive officers and chief operating officers of
VoiceStream and Powertel. These retention bonuses will be paid as follows:


     - 33.3% of the cash bonus 90 days after the Deutsche Telekom/Powertel or
       VoiceStream/Powertel merger;

     - 33.3% of the cash bonus on the first anniversary of the Deutsche
       Telekom/Powertel or VoiceStream/ Powertel merger; and


     - 33.4% on the second anniversary of the Deutsche Telekom/Powertel or
       VoiceStream/Powertel merger.



To receive the retention bonuses, the participating employees must be
continuously employed from the start of the plan and remain in good standing
through the date of payment.


  Incentive Bonus Plan


     Deutsche Telekom or VoiceStream, as the case may be, intends to pay
incentive bonuses out of a separate $20 million bonus pool to the same employees
that participate in the retention bonus plan, which may include selected
executive officers of Powertel. These individuals will be eligible to receive
incentive bonuses based on the achievement of specified performance targets for
the Powertel markets. The chief executive officers and chief operating officers
of VoiceStream and Powertel will mutually agree upon the incentive bonus for
each participant. Incentive bonuses will be paid as follows, provided the
applicable merger has been completed by the indicated date of payment:



     - 12.5% is payable in September 2001, based upon achieving a minimum number
       of net subscriber and post-pay subscriber additions during the first
       quarter of 2001;



     - 12.5% is payable in September 2001, based upon achieving a minimum number
       of net subscriber and post-pay subscriber additions during the second
       quarter of 2001;



     - 6.25% is payable in September 2001 for each of the first and second
      calendar quarters of 2001 in which combined pre-pay and post-pay churn is
      at or below a targeted percentage;


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     - 6.25% is payable in September 2001 for each of the first and second
      calendar quarters of 2001 in which bad debt is at or below a targeted
      percentage of total subscriber revenue;



     - 12.5% is payable in January 2002, based upon achieving a minimum number
       of net subscriber and post-pay subscriber additions during the third
       quarter of 2001;



     - 12.5% is payable in January 2002, based upon achieving a minimum number
       of net subscriber and post-pay subscriber additions during the fourth
       quarter of 2001;



     - 6.25% is payable in January 2002 for each of the third and fourth
       calendar quarters during 2001 in which combined pre-pay and post-pay
       churn is at or below a targeted percentage; and



     - 6.25% is payable in January 2002 for each of the third and fourth
       calendar quarters during 2001 in which bad debt is at or below a targeted
       percentage of total subscriber revenue.



The incentive bonuses earned under this plan will depend on the number of
quarters during which performance targets are met. To earn any payments under
this plan, participants must be continuously employed by Powertel or its
successor and in good standing through the payment date. In addition, Powertel
agreed to implement an annual services agreement by January 1, 2001, and to use
its reasonable efforts to place a majority of its post-pay subscriber additions
on that agreement.


  Severance Plan


     Individuals who are employees of Powertel immediately before the completion
of the applicable merger and whose employment is terminated by Deutsche Telekom
or VoiceStream, as the case may be, because of a job elimination resulting from
the applicable merger will participate in the severance plan. Any payments under
the severance plan will be reduced dollar for dollar by any amounts that a
participant receives under the cash, retention or incentive bonus plans,
described above. Under the severance plan, the chief executive officer, chief
financial officer, chief operating officer and all other executive vice
presidents of Powertel would receive severance equal to one year of their base
salary plus their targeted bonus as of August 26, 2000. Vice presidents of
Powertel would receive a severance payment equal to six months of their base
salary plus their targeted bonus as of August 26, 2000. All other employees
would receive severance equal to their base salary or the hourly equivalent, not
including overtime, plus their targeted bonus as of August 26, 2000 for a
minimum of four weeks, plus two weeks per year of actual service to Powertel,
and Deutsche Telekom or VoiceStream, as the case may be, up to a maximum of 20
weeks. Partial years of service are prorated. The surviving corporation shall
provide premiums for health and dental coverage under COBRA for all participants
in the severance plan for a period equal to the salary continuation period, but
not to exceed the time that COBRA coverage is available to the employee. To
obtain benefits under the severance plan, employees will be required to sign and
deliver to the surviving corporation a full release of all claims against
Powertel, Deutsche Telekom and VoiceStream and all related parties.


  Completion Bonus


     Each of the Deutsche Telekom/Powertel merger agreement and the
VoiceStream/Powertel merger agreement provides for the payment to specified
officers of Powertel of completion bonuses upon the completion of the applicable
merger. The president and chief executive officer of Powertel, Allen E. Smith,
would receive a completion bonus of $2,450,125, the chief financial officer of
Powertel, Fred G. Astor, Jr., would receive a completion bonus of $1,660,027 and
the chief operating officer of Powertel, Rodney D. Dir, would receive a
completion bonus of $676,240 upon the completion of the applicable merger.


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  Benefits Table


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





                                                                          APPROXIMATE           APPROXIMATE
                                                                             DOLLAR               DOLLAR
                                                                           AMOUNT OF             AMOUNT OF
                                                                            INTEREST            INTEREST IN
                                                                          IN DEUTSCHE               THE
NAME AND TITLE                                                              TELEKOM/           VOICESTREAM/
OR POSITION WITH                            NATURE OF INTEREST              POWERTEL             POWERTEL
POWERTEL                                    IN THE MERGERS(a)                MERGER               MERGER
----------------                            ------------------            -----------          ------------
                                                                                    
Allen E. Smith(e) --                   Potential severance payment         $  549,875           $  549,875
  President, Chief Executive           Completion bonus                     2,450,125            2,450,125
  Officer and Director                 Stock options(b)                     1,858,159            1,954,523
                                       Restricted stock(b)                    407,818              425,000
                                       Additional benefits(c)                   7,343                7,343
Fred G. Astor, Jr.(e) --               Potential severance payment            339,973              339,973
  Executive Vice President             Completion bonus                     1,660,027            1,660,027
  and Chief Financial Officer          Stock options                          837,368              880,760
                                       Restricted stock                       203,909              212,500
                                       Additional benefits                      7,343                7,343
Rodney D. Dir(d) --                    Potential severance payment            323,760              323,760
  Executive Vice President and         Completion bonus                       676,240              676,240
  Chief Operating Officer              Stock options                        1,413,089            1,485,013
                                       Additional benefits                      7,343                7,343
H. Jay Galletly(d) --                  Potential severance payment            213,996              213,996
  Executive Vice President and         Stock options                          584,368              618,750
  General Manager                      Additional benefits                      4,895                4,895
Nicholas J. Jebbia(d) --               Potential severance payment            224,565              224,565
  Executive Vice President and         Stock options                          492,571              518,124
  General Manager                      Additional benefits                      2,292                2,292
George R. Johnson(d) --                Potential severance payment            228,141              228,141
  Executive Vice President and         Stock options                          584,633              614,801
  General Manager                      Additional benefits                      2,292                2,292
Walter R. Pettiss(d) --                Potential severance payment            225,987              225,987
  Executive Vice President/            Stock options                          417,573              439,195
  Customer Service                     Additional benefits                      4,895                4,895
Michael P. Tatom(d) --                 Potential severance payment            202,542              202,542
  Executive Vice President and         Stock options                          474,278              498,862
  General Manager                      Additional benefits                      2,292                2,292



---------------
(a) Unless otherwise indicated, the calculations of the benefits in this table
    are based upon assumptions and other facts described in the preceding
    paragraphs.


(b) Stock option amounts consist of the value of outstanding stock options that
    will become vested upon the consummation of the applicable merger if the
    employee is terminated, and is based upon the assumptions and other facts
    described in the preceding paragraphs. For the Deutsche Telekom/ Powertel
    merger, stock option values are based on the last sale price of $30.72 for
    Deutsche Telekom ADSs on February 7, 2001. For the VoiceStream/Powertel
    merger, stock option values are based on the last sale price of $118.81 for
    VoiceStream common shares on February 7, 2001.


(c) Additional benefits consist of COBRA benefits that are payable on behalf of
    these executive officers in the event the executive officer is terminated by
    Deutsche Telekom or VoiceStream, as the case may be. The values of these
    benefits were calculated based upon the cost of COBRA benefits under
    Powertel's current plans and rates.

(d) These executive officers may receive cash bonuses, retention bonuses and
    incentive bonuses. These bonuses will be payable upon the assumptions and
    other facts described in the preceding paragraphs.

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(e)These executive officers may receive $3,000 cash bonuses, payable upon the
   assumptions and other facts described in the preceding paragraphs on cash
   bonuses but will not receive retention bonuses or incentive bonuses.


  Indemnification of Directors and Officers

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

  Stockholder Agreements

     In connection with the execution of the Deutsche Telekom/Powertel merger
agreement and the VoiceStream/Powertel merger agreement, a number of Powertel
stockholders entered into agreements with Deutsche Telekom and VoiceStream,
respectively, regarding the voting and transfer of their Powertel shares. Some
of these Powertel stockholders are, or have relationships with, directors or
executive officers of Powertel, as follows:

     - ITC Holding Company, Inc., which is an employer of directors Campbell B.
       Lanier, III and William H. Scott, III, and which has directors O. Gene
       Gabbard, Donald W. Burton and Donald W. Weber on its board of directors;

     - SCANA Corporation, which is the sole stockholder of SCANA Communications
       Holdings, Inc. and is the employer of directors William B. Timmerman and
       Ann M. Milligan; and

     - The South Atlantic Venture Funds and The Burton Partnerships, each of
       which employs director Donald W. Burton.

     These stockholder agreements are described in greater detail under "Summary
of Deutsche Telekom/Powertel and VoiceStream/Powertel Transaction
Documents -- Deutsche Telekom's Agreements with Stockholders of Powertel" and
"Summary of Deutsche Telekom/Powertel and VoiceStream/Powertel Transaction
Documents -- VoiceStream's Agreements with Stockholders of Powertel."

APPRAISAL RIGHTS

     Delaware law does not entitle the record holders of Powertel common shares
to rights of appraisal in connection with either the Deutsche Telekom/Powertel
merger or the VoiceStream/Powertel merger. Delaware law entitles the record
holders of Powertel preferred shares who follow the procedures specified in
Section 262 of the Delaware corporation law to have their shares appraised by
the Delaware Court of Chancery and to receive the "fair value" of these Powertel
preferred shares as of the time the Deutsche Telekom/Powertel merger or the
VoiceStream/Powertel merger, as the case may be, is completed, as may be
determined by the court, in place of the applicable merger consideration. In
order to exercise such rights, a stockholder must demand and perfect the rights
in accordance with Section 262, a copy of which is attached as Annex G to this
proxy statement/prospectus. However, all holders of Powertel preferred shares
have agreed to waive their appraisal rights and to vote their shares in favor of
the Deutsche Telekom/Powertel merger and the VoiceStream/Powertel merger.

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                                   DIVIDENDS

DEUTSCHE TELEKOM


     Deutsche Telekom historically has paid dividends on an annual basis and
expects to continue to pay annual dividends on Deutsche Telekom ordinary shares.
The amount and payment of future Deutsche Telekom dividends will depend on
Deutsche Telekom's earnings, its financial condition and other factors,
including cash requirements, the future prospects of Deutsche Telekom, and tax,
regulatory and other legal considerations. Although Deutsche Telekom expects to
pay annual dividends on its shares, you should not assume that any dividend will
actually be paid or make any assumption about the amount that will be paid in
any given year.



     VoiceStream and Powertel stockholders who receive Deutsche Telekom ADSs or
Deutsche Telekom ordinary shares in the Deutsche Telekom/VoiceStream merger or
the Deutsche Telekom/Powertel merger in 2001 will be entitled to receive any
dividends declared with respect to fiscal year 2001 and subsequent years. Any
dividends with respect to fiscal year 2000 that are approved at the next annual
general meeting of Deutsche Telekom shareholders, which is currently scheduled
for May 29, 2001, would be payable after such meeting to shareholders as of the
date of completion of such meeting. If the next annual general meeting is held
on May 29, 2001, as currently scheduled, VoiceStream and Powertel stockholders
who receive Deutsche Telekom ADSs or Deutsche Telekom ordinary shares in the
Deutsche Telekom/VoiceStream merger or the Deutsche Telekom/Powertel merger will
not be entitled to receive any dividends that may be declared with respect to
fiscal year 2000.



     Deutsche Telekom's dividend for the year ended December 31, 1999 was 0.62
euros per Deutsche Telekom ordinary share or $0.58 per Deutsche Telekom ADS,
based on the noon buying rate for euros on the dividend payment date, which
occurred during the second quarter of 2000. See "Market Price and Dividend
Data -- Dividend Data -- Deutsche Telekom."


     Holders of Deutsche Telekom ordinary shares receive dividends in euros.
Deutsche Telekom's ADS depositary generally will convert dividends received in
respect of Deutsche Telekom ordinary shares represented by Deutsche Telekom ADSs
into U.S. dollars and distribute the dividends in U.S. dollars to holders of
Deutsche Telekom ADSs. See "Market Price and Dividend Data," "Description of
Deutsche Telekom Ordinary Shares -- Dividends and Other Distributions" and
"Description of Deutsche Telekom American Depositary Shares -- Dividends and
Distributions."

VOICESTREAM


     VoiceStream has never declared or paid dividends on VoiceStream common
shares and does not anticipate paying dividends in the foreseeable future.
However, prior to completion of the Deutsche Telekom/ VoiceStream merger,
VoiceStream anticipates paying a stock dividend of 0.0075 of a VoiceStream
common share for each common share outstanding. In addition, provisions of
VoiceStream's credit facility and the indentures for its senior notes and senior
discount notes and the senior notes issued by Omnipoint, contain restrictions on
VoiceStream's ability to declare and pay cash dividends on VoiceStream common
shares.


                                       99
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               FEDERAL SECURITIES LAW CONSEQUENCES OF THE MERGERS

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

     Deutsche Telekom ADSs and Deutsche Telekom ordinary shares received in the
Deutsche Telekom/VoiceStream merger by VoiceStream stockholders and in the
Deutsche Telekom/Powertel merger by Powertel stockholders, as the case may be,
generally will be freely transferable except that:

     - Deutsche Telekom ADSs and Deutsche Telekom ordinary shares received by
       persons that are deemed to be affiliates of VoiceStream or Powertel under
       the Securities Act of 1933, as amended, at the time of the VoiceStream or
       Powertel special meeting, as the case may be, may be resold by them only
       in transactions permitted by Rule 145 under the Securities Act or as
       otherwise permitted under the Securities Act. Persons that may be deemed
       to be affiliates of VoiceStream or Powertel for purposes of Rule 145
       under the Securities Act generally include individuals or entities that
       control, are controlled by or are under common control with VoiceStream
       or Powertel, as the case may be, and include directors and executive
       officers of VoiceStream or Powertel. Each of the Deutsche Telekom/
       VoiceStream merger agreement and the Deutsche Telekom/Powertel merger
       agreement requires each of VoiceStream and Powertel, respectively, to use
       its reasonable best efforts to cause each of its respective affiliates to
       deliver to Deutsche Telekom on or prior to the completion of the
       applicable merger, a signed agreement to the effect that the affiliate
       will not offer, sell or otherwise dispose of any Deutsche Telekom ADSs or
       Deutsche Telekom ordinary shares issued to the affiliate in the
       applicable merger in violation of the Securities Act or the related SEC
       rules.


     - In addition, certain VoiceStream and Powertel stockholders who entered
       into stockholder agreements with Deutsche Telekom described under
       "Summary of the Deutsche Telekom/VoiceStream Transaction
       Documents -- Deutsche Telekom's Agreements with Stockholders of
       VoiceStream" and "Summary of Deutsche Telekom/Powertel and
       VoiceStream/Powertel Transaction Documents -- Deutsche Telekom's
       Agreement with Stockholders of Powertel" will be subject to certain
       transfer restrictions on their shares for the first six months after the
       completion of the Deutsche Telekom/VoiceStream merger or the Deutsche
       Telekom/Powertel merger, as the case may be. Deutsche Telekom reserves
       the right to waive these transfer restrictions at any time or from time
       to time.


THE VOICESTREAM/POWERTEL MERGER

     VoiceStream common shares received in the VoiceStream/Powertel merger by
Powertel stockholders generally will be freely transferable, except that:

     - VoiceStream common shares received by persons that are deemed to be
       affiliates of Powertel under the Securities Act at the time of the
       Powertel special meeting may be resold by them only in transactions
       permitted by Rule 145 under the Securities Act or as otherwise permitted
       under the Securities Act. Persons that may be deemed to be affiliates of
       Powertel for these purposes generally include individuals or entities
       that control, are controlled by or are under common control with Powertel
       and include directors and executive officers of Powertel. The
       VoiceStream/Powertel merger agreement requires Powertel to use reasonable
       efforts to cause each of its affiliates to deliver to VoiceStream on or
       prior to the completion of the VoiceStream/Powertel merger a signed
       agreement to the effect that the affiliate will not offer, sell or
       otherwise dispose of any VoiceStream shares issued to the affiliate in
       the VoiceStream/Powertel merger in violation of the Securities Act or the
       related SEC rules.


     - In addition, certain Powertel stockholders who have agreed in the
       stockholder agreements with VoiceStream described under "Summary of
       Deutsche Telekom/Powertel and VoiceStream/Powertel Transaction
       Documents -- VoiceStream's Agreements with Stockholders of Powertel" will
       be subject to certain resale restrictions on their VoiceStream shares
       prior to the six month anniversary of the completion of the
       VoiceStream/Powertel merger.


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                          OTHER EFFECTS OF THE MERGERS

OTHER EFFECTS OF THE DEUTSCHE TELEKOM/VOICESTREAM MERGER AND THE DEUTSCHE
TELEKOM/POWERTEL MERGER

  Listing of Shares

     It is a condition to each of the Deutsche Telekom/VoiceStream merger and
the Deutsche Telekom/Powertel merger that the Deutsche Telekom ADSs issuable in
connection with the Deutsche Telekom/VoiceStream merger or the Deutsche
Telekom/Powertel merger, as the case may be, be authorized for listing on the
NYSE subject to official notice of issuance, and that all steps necessary for
the listing of the Deutsche Telekom ordinary shares to be issued by Deutsche
Telekom in connection with the Deutsche Telekom/VoiceStream merger and the
Deutsche Telekom/Powertel merger, as the case may be, on the Frankfurt Stock
Exchange will have been taken. If the Deutsche Telekom/VoiceStream merger or the
Deutsche Telekom/Powertel merger, as the case may be, is completed, the newly
issued Deutsche Telekom ordinary shares will be listed on the Frankfurt Stock
Exchange and dealings in the Deutsche Telekom ordinary shares are expected to
commence, at 9:00 a.m., Frankfurt time, on or about the third business day after
the relevant merger is legally completed. For information concerning tax
considerations related to the ownership of Deutsche Telekom ADSs and Deutsche
Telekom ordinary shares, see "U.S. Federal and German Tax Consequences -- U.S.
Federal Income Tax and German Tax Considerations for U.S. Resident Holders of
Deutsche Telekom ADSs and Deutsche Telekom Ordinary Shares."

  Effects on Other Capital Stock and Warrants of VoiceStream


     Any 7% cumulative convertible preferred shares of Omnipoint, a subsidiary
of VoiceStream, that are outstanding at the time of the Deutsche
Telekom/VoiceStream merger will remain outstanding after the completion of the
Deutsche Telekom/VoiceStream merger and the holders thereof will become
entitled, upon conversion of the 7% convertible preferred shares, to receive the
merger consideration. Any warrants issued pursuant to the Omnipoint remainder
warrant certificate dated May 6, 1997 that are not exercised before the
completion of the Deutsche Telekom/VoiceStream merger will remain outstanding
after completion of the Deutsche Telekom/VoiceStream merger and the holders
thereof will become entitled, upon exercise of the warrants, to receive the
merger consideration. Any VoiceStream voting preferred shares, all of which are
held by Deutsche Telekom, will remain outstanding and will be unaffected by the
Deutsche Telekom/VoiceStream merger. For additional details concerning these
classes of VoiceStream shares and warrants, see "Summary of the Deutsche
Telekom/VoiceStream Transaction Documents -- The Deutsche Telekom/VoiceStream
Merger Agreement -- Treatment of Other Capital Stock, Warrants and Exchange
Rights."


  Effects on Warrants of Powertel


     Any warrants issued pursuant to the Warrant Agreement, dated February 7,
1996, between Powertel and Bankers Trust Company, as warrant agent, that have
not been exercised before the completion of the Deutsche Telekom/Powertel merger
will remain outstanding after the Deutsche Telekom/Powertel merger and any
holders thereof will become entitled, upon exercise of the warrants, to the
merger consideration. For additional details concerning these warrants, see
"Summary of Deutsche Telekom/Powertel and VoiceStream/Powertel Transaction
Documents -- The Deutsche Telekom/Powertel Merger Agreement -- Treatment of
Powertel Warrants."


  Content and Timing of Reports and Notices of the Companies; Definition of
Foreign Private Issuer

     The content and timing of reports and notices that Deutsche Telekom files
with the SEC differ in several respects from the reports and notices that
VoiceStream and Powertel currently file with the SEC. Deutsche Telekom is a
foreign private issuer for the purposes of the reporting rules under the
Securities Exchange Act of 1934, as amended.

                                       101
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     As United States reporting companies, VoiceStream and Powertel currently
must each file with the SEC, among other reports and notices:

     - an annual report on Form 10-K within 90 days after the end of each fiscal
       year;

     - a quarterly report on Form 10-Q within 45 days after the end of each
       fiscal quarter; and

     - current reports on Form 8-K upon the occurrence of various corporate
       events.

     As a foreign private issuer, pursuant to the requirements of the Exchange
Act, Deutsche Telekom is required to:

     - file with the SEC an annual report on Form 20-F within six months after
       the end of each fiscal year; and

     - furnish material information that it makes public in Germany on Form 6-K.

     As a foreign private issuer, Deutsche Telekom is not required under the
Exchange Act to file quarterly reports on Form 10-Q after the end of each
financial quarter.

     In addition, the content and timing of reports and notices that holders of
Deutsche Telekom ADSs and Deutsche Telekom ordinary shares will receive will
differ from the reports and notices that currently are received by VoiceStream
and Powertel stockholders. As United States reporting companies, VoiceStream and
Powertel each must mail to its respective stockholders in advance of each annual
meeting of stockholders:

     - an annual report containing audited financial statements; and

     - a proxy statement that complies with the requirements of the Exchange
       Act.

     As a foreign private issuer, Deutsche Telekom is exempt from the rules
under the Exchange Act prescribing the furnishing and content of annual reports
and proxy statements to its shareholders. Deutsche Telekom expects to retain its
status as a foreign private issuer after the completion of the Deutsche
Telekom/VoiceStream merger and the Deutsche Telekom/Powertel merger. Under SEC
rules, Deutsche Telekom will retain its status as a foreign private issuer
unless:

     - more than 50% of Deutsche Telekom's ordinary shares, including Deutsche
       Telekom ordinary shares underlying Deutsche Telekom ADSs, are, directly
       or indirectly, owned of record by shareholders that are residents of the
       United States; and

     - any one of the following conditions is satisfied:

        -- the majority of Deutsche Telekom's directors or executive officers
           are United States citizens or residents of the United States;

        -- more than 50% of Deutsche Telekom's assets are located in the United
           States; or

        -- Deutsche Telekom's business is administered principally in the United
           States.

     After completion of the Deutsche Telekom/VoiceStream and Deutsche
Telekom/Powertel mergers, it is possible that United States shareholders may at
some time in the future hold more than 50% of Deutsche Telekom's ordinary
shares, including Deutsche Telekom ordinary shares underlying the Deutsche
Telekom ADSs. However, Deutsche Telekom expects that after the Deutsche
Telekom/VoiceStream merger and Deutsche Telekom/Powertel merger, at least 50% of
its directors and executive officers will be persons that are not United States
citizens or residents and at least 50% of its assets will be located outside of
the United States. Furthermore, Deutsche Telekom will continue to administer its
business from its current headquarters in Germany. Accordingly, Deutsche Telekom
expects to retain its status as a foreign private issuer after completion of the
Deutsche Telekom/VoiceStream and Deutsche Telekom/Powertel mergers.

     If Deutsche Telekom at any time loses its status as a foreign private
issuer, it would be required to file annual reports on Form 10-K, quarterly
reports on Form 10-Q and current reports on Form 8-K. In

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addition, Deutsche Telekom would become subject to the rules under the Exchange
Act regarding the furnishing and content of annual reports and proxy statements
to its shareholders and forefeiture by its directors, officers and beneficial
owners of 10% or more of its shares of any "short swing" profits realized by
them from any purchases and sales of Deutsche Telekom shares within a six-month
period.

     Although Deutsche Telekom, as a foreign private issuer, is exempt from the
rules under the Exchange Act regarding the furnishing of annual reports to
shareholders, under the rules of the NYSE, Deutsche Telekom is required to
distribute to the holders of its ADSs an annual report containing audited
financial statements a reasonable period of time before Deutsche Telekom's
annual general meeting of shareholders. Deutsche Telekom currently furnishes
holders of its ordinary shares with Deutsche Telekom's annual report, which
contains audited financial statements prepared in conformity with German GAAP,
including U.S. GAAP reconciliations. Deutsche Telekom also furnishes holders of
its ordinary shares with quarterly interim reports, which include unaudited
interim financial information prepared in conformity with German GAAP, including
U.S. GAAP reconciliations, and notices of meetings of shareholders and related
documents in accordance with the German Stock Corporation Act (Aktiengesetz) and
the Frankfurt Stock Exchange. See "Description of Deutsche Telekom American
Depositary Shares" and "Comparison of Rights of VoiceStream and Powertel
Stockholders and Deutsche Telekom Shareholders -- Reporting Requirements."

  Delisting of VoiceStream and Powertel Common Shares

     If the Deutsche Telekom/VoiceStream merger is completed, the VoiceStream
common shares will be delisted from the Nasdaq Stock Market and deregistered
under the Exchange Act. The Powertel common shares will be delisted from the
Nasdaq Stock Market and deregistered under the Exchange Act if the Deutsche
Telekom/Powertel merger is completed.

  Potential Effects on Trading in Deutsche Telekom ADSs and Deutsche Telekom
Ordinary Shares


     Some U.S. mutual funds, state pension funds and other investors are not
permitted to hold equity securities of non-U.S. companies. In addition, some
mutual funds and other investors may hold shares of VoiceStream because it is
included in the Nasdaq 100 Index, and Deutsche Telekom shares are not included
in that index. Also, a substantial number of VoiceStream and Powertel
stockholders, including principal stockholders and institutional and retail
investors, may not wish to retain the Deutsche Telekom shares they receive in
the applicable merger transaction with Deutsche Telekom and may wish to sell
them in the market. As a result, a substantial proportion of these shares might
flow back into Germany, Deutsche Telekom's home and principal trading market.
Moreover, prior to completion of the mergers, arbitrageurs may enter into
arbitrage positions by establishing a long position in VoiceStream stock and/or
Powertel stock and a short position in Deutsche Telekom shares. In addition,
Deutsche Telekom's two largest shareholders may sell all or a substantial amount
of the Deutsche Telekom ordinary shares they currently hold. Any sales or short
sales by these holders, or the prospect of future sales by such holders, could
adversely affect the market price of the Deutsche Telekom ADSs or Deutsche
Telekom ordinary shares.



     The relative weight of Deutsche Telekom in the DAX Index, which is a market
capitalization weighted index of German securities, is capped at 15%. As a
result, if Deutsche Telekom's relative weight exceeds 15% at the end of any
quarter, as it is expected to be after completion of the mergers, it will be
reset to 15%. Deutsche Telekom's relative weight in the DAX Index was
approximately 11% as of February 7, 2001. Deutsche Telekom's weighting in the
Pan-European indices DJ-STOXX and MSCI, which are not subject to the same
limitations, will increase. As a result, pension funds, unit trusts and other
investment vehicles whose investment objective is to track the performance of
the DJ-STOXX and MSCI indices are likely to increase their holdings of Deutsche
Telekom ordinary shares. In addition, hedge funds and international
institutional investors may wish to use the increased liquidity in Deutsche
Telekom shares to either establish or raise their existing position in Deutsche
Telekom or to cover their hedges. Such demands may counterbalance the adverse
effect on the market price for the Deutsche Telekom ADSs or Deutsche Telekom
ordinary shares caused by some of the factors described above.


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  Deutsche Telekom Financial Information


     Deutsche Telekom prepares its financial statements in accordance with
German GAAP and presents them in euros. Deutsche Telekom financial statements
include a reconciliation of the German GAAP financial information to U.S. GAAP,
and Deutsche Telekom's annual financial statements contain a summary of the
effects of the differences between German GAAP and U.S. GAAP in accordance with
SEC rules.

     If Deutsche Telekom loses its status as a foreign private issuer, under SEC
rules, it will be required to prepare financial statements in accordance with
U.S. GAAP and present them in U.S. dollars, in addition to its financial
statements prepared in accordance with German GAAP and presented in euros. Note
36 to the financial statements included in Deutsche Telekom's Annual Report for
the year ended December 31, 1999 describes the significant differences between
German GAAP and U.S. GAAP as they relate to Deutsche Telekom. The notes to the
unaudited pro forma condensed consolidated financial information, prepared in
accordance with German GAAP, set forth a summary of certain estimated
adjustments that would be required if U.S. GAAP had been applied to that
information.

     Dilution of the German Government's Ownership Interest in Deutsche Telekom.


     After the completion of the Deutsche Telekom/VoiceStream merger, the
aggregate ownership of Deutsche Telekom shares by the Federal Republic of
Germany and KfW is estimated to be diluted to approximately 46%, and after the
completion of the Deutsche Telekom/VoiceStream merger and the Deutsche
Telekom/Powertel merger, the aggregate ownership of Deutsche Telekom shares by
the Federal Republic of Germany and KfW is estimated to be diluted to
approximately 45%, based on facts that existed as of February 7, 2001 and
assumptions similar to those described under "Summary of the Deutsche
Telekom/VoiceStream Transaction Documents -- The Deutsche Telekom/VoiceStream
Merger Agreement -- Consideration To Be Received in the Deutsche
Telekom/VoiceStream Merger -- Explanation of Potential Tax-Related Adjustment to
Merger Consideration". The Federal Republic of Germany has publicly stated its
intention to reduce substantially its ownership of Deutsche Telekom shares.


OTHER EFFECTS OF THE VOICESTREAM/POWERTEL MERGER

  Listing of Shares

     It is a condition to the VoiceStream/Powertel merger that VoiceStream
common shares issuable in connection with the VoiceStream/Powertel merger be
authorized for listing on the Nasdaq Stock Market subject to official notice of
issuance.

  Effects on Other Capital Stock and Warrants

     At the completion of the VoiceStream/Powertel merger, each Powertel
preferred share will be converted into the right to receive a number of
VoiceStream common shares determined by multiplying the conversion number by the
sum of:

     - the number of Powertel common shares into which such Powertel preferred
       share would be converted as of the completion of the VoiceStream/Powertel
       merger plus

     - with respect to Powertel's Series E preferred shares and Series F
       preferred shares, the number of Powertel common shares that represent
       accrued or declared but unpaid dividends on these Powertel preferred
       shares.

     Any warrants granted pursuant to the warrant agreement dated February 2,
1996 between Powertel and Bankers Trust Company as warrant agent that are not
exercised before the completion of the VoiceStream/Powertel merger will remain
outstanding after completion of the VoiceStream/Powertel merger and be entitled
to receive VoiceStream common shares. For additional details concerning these
classes of shares and warrants, see "Summary of Deutsche Telekom/Powertel and
VoiceStream/Powertel Transaction Documents -- The VoiceStream/Powertel Merger
Agreement -- Treatment of Powertel Warrants" and "Summary of Deutsche
Telekom/Powertel and VoiceStream/Powertel Transaction Documents -- The Deutsche
Telekom/Powertel Merger Agreement -- Treatment of Powertel Options and
Restricted Stock."

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  Delisting of Powertel Common Shares

     If the VoiceStream/Powertel merger is completed, Powertel common shares
will be delisted from the Nasdaq Stock Market and deregistered under the
Exchange Act.

                              ACCOUNTING TREATMENT

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

     Deutsche Telekom will account for the Deutsche Telekom/VoiceStream merger
and for the Deutsche Telekom/Powertel merger as a purchase under generally
accepted accounting principles in Germany and in the United States. See
"Deutsche Telekom Unaudited Pro Forma Condensed Combined Financial Statements."

THE VOICESTREAM/POWERTEL MERGER

     VoiceStream will account for the VoiceStream/Powertel merger as a purchase
under generally accepted accounting principles in the United States. See
"VoiceStream Unaudited Pro Forma Condensed Combined Financial Statements."

                              REGULATORY APPROVALS

REGULATORY APPROVALS REQUIRED FOR THE DEUTSCHE TELEKOM/VOICESTREAM MERGER AND
THE DEUTSCHE TELEKOM/POWERTEL MERGER

  U.S. Antitrust

     Under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended,
which in this document we refer to as the "HSR Act", we cannot complete the
initial investment by Deutsche Telekom in VoiceStream, the Deutsche
Telekom/VoiceStream merger or the Deutsche Telekom/Powertel merger until, with
respect to each, we have given notification and furnished information to the
Federal Trade Commission, which in this document we refer to as the "FTC", and
the Antitrust Division of the Department of Justice, which in this document we
refer to as the "DOJ", relating to the operations of the parties and the
relevant reviewing agency has granted early termination of the 30-day waiting
period under the HSR Act, or the 30-day waiting period has expired, or, if the
reviewing agency made a request for additional information, the extended waiting
period has expired. Expiration of the applicable waiting period under the HSR
Act is a condition to completing each transaction.

     In August 2000, we filed with the FTC and the DOJ premerger notifications
and report forms relating to both Deutsche Telekom's initial investment in
VoiceStream and the Deutsche Telekom/VoiceStream merger. In September 2000, we
filed with the FTC and the DOJ premerger notifications and report forms relating
to the Deutsche Telekom/Powertel merger. The HSR Act waiting periods relating to
all of those transactions expired without the issuance of a request for
additional information.


     Termination of the HSR Act waiting period does not prevent the government
from challenging the initial investment or either merger. At any time before or
after the completion of any of the transactions, the DOJ or FTC could take any
action under the antitrust laws that it deems necessary or desirable in the
public interest, including seeking the divestiture of substantial assets of
Deutsche Telekom, VoiceStream, or Powertel, or challenging any of the
transactions. Although we do not anticipate that the DOJ or FTC will challenge
the initial investment in VoiceStream, the Deutsche Telekom/VoiceStream merger
or the Deutsche Telekom/Powertel merger, the DOJ or FTC might challenge any of
these transactions on antitrust grounds. If a challenge is made, we cannot
predict what the result will be. In addition, certain private parties as well as
state attorneys general and other antitrust authorities may challenge the
transactions under antitrust laws under certain circumstances, and, even though
we believe we should prevail, we might not.


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  FCC

     The Deutsche Telekom/VoiceStream merger and the Deutsche Telekom/Powertel
merger are subject to the requirements of the Communications Act of 1934, as
amended, and the rules, regulations and policies of the FCC. Before each of the
mergers may occur, the FCC must give its consent based on a determination that
the merger would serve the public interest, convenience and necessity. In making
this determination, the FCC examines whether a proposed merger is consistent
with the Communications Act and the FCC's rules, regulations and policies,
including, among other things, the effect of the proposed merger on FCC policies
encouraging competition. In addition, before a non-U.S. company acquires a U.S.
company that controls FCC licenses, the FCC must specifically determine that
such foreign ownership is in the public interest. The FCC has adopted a strong
presumption that indirect foreign investments by entities from World Trade
Organization member countries such as Germany are in the public interest, absent
competition or national security or law enforcement concerns.


     The Deutsche Telekom/VoiceStream and Deutsche Telekom/Powertel merger
applications were filed with the FCC on September 18, 2000. The public comment
period on the merger application concluded on January 8, 2001. Supporting and
opposing comments were filed on December 13, 2000. Opponents of the mergers
included Senator Ernest F. Hollings, who has urged the FCC to deny approval of
the mergers arguing that the Communications Act prohibits a representative of a
foreign government from controlling FCC wireless licenses and that the German
government controls Deutsche Telekom. The other principal opposing commenters
are QS Communications AG, Novaxess B.V., and Global Telesystems, Inc., three
firms that are actual or potential competitors of Deutsche Telekom in Europe.
These parties do not oppose the mergers, but urge the FCC to condition its
approval of the Deutsche Telekom/VoiceStream merger on commitments by Deutsche
Telekom for the benefit of Deutsche Telekom's competitors in Germany,
commitments by German regulatory authorities to enforce such commitments, and/or
a commitment by the German government to sell its stake in Deutsche Telekom
within a reasonable time period. Deutsche Telekom replied on January 8, 2001.
Others filed reply comments either supporting or seeking the imposition of
conditions on the mergers. Deutsche Telekom, VoiceStream and Powertel believe
that both mergers should be approved under the standards discussed in the prior
paragraph, and that under those standards the particular actions of Deutsche
Telekom outside the United States and of the German regulatory authority are not
relevant to the FCC's determination of whether the mergers would serve the
public interest, convenience and necessity. However, the FCC might disapprove
the mergers, or it might condition its approval of them on compliance with
conditions. Any FCC approval may be challenged in court.



     In 2000, legislation was introduced in the U.S. Congress that, although not
enacted, would have prevented the FCC from approving the transfer of wireless
licenses to a corporation of which a foreign government owns more than 25
percent. Because the Federal Republic of Germany and KfW currently own in the
aggregate approximately 60 percent of Deutsche Telekom's outstanding shares and
are estimated to own approximately 45 percent of those shares following the
completion of both the Deutsche Telekom/VoiceStream and the Deutsche
Telekom/Powertel mergers, based on facts that existed as of
February 7, 2001 and assumptions similar to those described under "Summary of
the Deutsche Telekom/VoiceStream Transaction Documents -- The Deutsche
Telekom/VoiceStream Merger Agreement -- Consideration To Be Received in the
Deutsche Telekom/VoiceStream Merger -- Explanation of Potential Tax-Related
Adjustment to Merger Consideration," this legislation would have barred the FCC
from approving Deutsche Telekom's mergers with VoiceStream and Powertel.
Legislation with similar effect could be reintroduced in Congress in 2001.



     On November 30, 2000, Senator Ernest F. Hollings requested that the FCC
issue a ruling declaring whether, in light of Deutsche Telekom's $5 billion
investment in VoiceStream and related contract terms, VoiceStream remains in
compliance with the FCC's foreign ownership limitations and whether VoiceStream
should be permitted to participate in Auction No. 35 for licenses for personal
communications services. On December 1, 2000, the FCC issued a public notice
listing VoiceStream as a bidder qualified to participate in the auction without
resolving Senator Hollings's request for a ruling, and by letter dated December
8, 2000, FCC Chairman William Kennard responded to Senator Hollings that


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VoiceStream would be permitted to bid, subject to scrutiny of its qualifications
after the conclusion of the bidding. The auction began on December 12, 2000,
with VoiceStream participating as a bidder. Auction No. 35 concluded on January
26, 2001, and VoiceStream was the highest bidder in 18 markets, covering
approximately 12 million people, at a cost of $482,653,000. In addition, Cook
Inlet/VS GSM V PCS, LLC, a joint venture in which VoiceStream owns a 49.9%
interest, was the highest bidder in 22 markets, covering approximately 21
million people, at a cost of $506,376,000. FCC rules provide that, following the
auction, VoiceStream must file an application for any licenses that it may win
in the auction. At that time, parties in interest may petition the FCC to deny
VoiceStream's application on foreign ownership or other grounds. While
VoiceStream believes that Deutsche Telekom's investment fully complies with the
FCC's foreign ownership limitations, a ruling adverse to VoiceStream on such a
petition to deny could result in the denial of any application for licenses
VoiceStream might win in the auction or in fines or other sanctions.



     In the merger applications filed with the FCC, the parties recognized that
the FCC's review of the mergers would require consultation by the FCC with
appropriate U.S. executive agencies on national security and law enforcement
issues. Accordingly, Deutsche Telekom informed the FCC that the parties would
not object to making FCC approval of the mergers contingent on compliance with
any agreement on these issues reached with such agencies. On December 15, 2000,
Deutsche Telekom, VoiceStream and Powertel joined with the DOJ and the Federal
Bureau of Investigation in a request to defer grant of approval of the merger
applications until such an agreement is reached, and to condition any such grant
on compliance with the terms of the agreement. On January 12, 2001, Deutsche
Telekom and VoiceStream entered into an agreement with the DOJ and FBI that
addresses national security and law enforcement matters relating to the proposed
mergers of Deutsche Telekom with VoiceStream and Powertel. Under the agreement,
the DOJ and FBI agreed not to object to the FCC's grant of the pending merger
applications, provided that such grant is subject to the condition that Deutsche
Telekom and VoiceStream comply with the terms of the January 12, 2001 agreement.
On January 25, 2001, the DOJ and FBI filed with the FCC a petition stating that
they have no objection to a grant of the applications, provided that such grant
is subject to the condition that Deutsche Telekom and VoiceStream comply with
the terms of the January 12, 2001 agreement.


  Exon-Florio

     The provisions of the Exon-Florio amendment to the Omnibus Trade and
Competitiveness Act of 1988 authorize the President to investigate and, if he
deems it necessary, to suspend or prohibit any "merger, acquisition or takeover"
of a U.S. company that would result in foreign control of the company, where
such control would "threaten to impair the national security." The President has
delegated his authority to receive notices of transactions and to conduct
investigations to the Committee on Foreign Investment in the United States, an
interagency committee chaired by the Secretary of the Treasury.

     A party or parties to a transaction may, but are not required to, submit to
the Committee on Foreign Investment in the United States a voluntary notice of
the transaction. In general, if the parties submit such a notice, the Committee
on Foreign Investment in the United States has 30 days in which to make an
initial determination whether to conduct an investigation. If the Committee on
Foreign Investment in the United States decides that an investigation is
warranted, it typically has 45 days in which to complete the investigation and
make a recommendation to the President, including whether to take action to
prohibit the merger. If the Committee on Foreign Investment in the United States
declines to initiate a 45-day investigation, the review process concludes and
the transaction is, in effect, approved.


     Deutsche Telekom, VoiceStream and Powertel intend voluntarily to notify the
Committee on Foreign Investment in the United States. Although the parties do
not anticipate that the Committee on Foreign Investment in the United States
will recommend that the President suspend or prohibit the Deutsche
Telekom/VoiceStream merger or the Deutsche Telekom/Powertel merger, such a
recommendation could be made. In the January 12, 2001 agreement between the
parties and the DOJ and FBI, the U.S. Attorney General agreed not to make any
objection to the Committee on Foreign Investment in the United States or the
President concerning the Deutsche Telekom/VoiceStream or Deutsche Telekom/

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Powertel mergers, provided that the FCC's grant of the pending merger
applications is subject to the condition that Deutsche Telekom and VoiceStream
comply with the terms of the January 12, 2001 agreement.


  General


     It is possible that one or more of the pending regulatory approvals
required to complete the Deutsche Telekom/VoiceStream merger or the Deutsche
Telekom/Powertel merger will not be obtained on a timely basis or at all. In
addition, it is possible that any of the governmental entities with which
filings are made may seek regulatory conditions for granting approval of the
Deutsche Telekom/VoiceStream merger or the Deutsche Telekom/Powertel merger.


     Under the Deutsche Telekom/VoiceStream merger agreement, Deutsche Telekom
and VoiceStream have each agreed to use reasonable best efforts to complete the
Deutsche Telekom/VoiceStream merger, including to gain clearance from antitrust
and competition authorities and obtain other required approvals. For this
purpose, Deutsche Telekom and VoiceStream have also agreed to accept any
actions, conditions, terms or restrictions necessary to obtain any regulatory
approval, unless those conditions, terms and restrictions amount to a
"burdensome condition," as that term is used in the Deutsche Telekom/VoiceStream
merger agreement. The meaning of "burdensome condition" is explained under
"Summary of the Deutsche Telekom/VoiceStream Transaction Documents -- The
Deutsche Telekom/VoiceStream Merger Agreement -- Important Definitions."
Although we do not expect regulatory authorities to raise any significant
objections to the Deutsche Telekom/VoiceStream merger, we cannot be certain that
we will obtain all required regulatory approvals or that these approvals will
not contain terms, conditions or restrictions that would be detrimental to
Deutsche Telekom or its telecommunications business after the Deutsche
Telekom/VoiceStream merger. If a burdensome condition is imposed, we might not
choose to terminate the Deutsche Telekom/VoiceStream merger.

     Under the Deutsche Telekom/Powertel merger agreement, Deutsche Telekom and
Powertel have each agreed to use reasonable best efforts to complete the
Deutsche Telekom/Powertel merger, including to gain clearance from antitrust and
competition authorities and obtain other required approvals, provided that
neither Deutsche Telekom nor any of its subsidiaries is required to and neither
Powertel nor its subsidiaries is permitted to, without the consent of Deutsche
Telekom, divest or hold separate or otherwise take any action that limits
Deutsche Telekom's freedom of action with respect to Deutsche Telekom, Powertel,
VoiceStream or any of their respective subsidiaries or any of their business,
product lines or assets. For this purpose, Deutsche Telekom and Powertel have
also agreed to accept any actions, conditions, terms or restrictions necessary
to obtain any regulatory approval, unless those actions, conditions, terms and
restrictions would reasonably be expected to have a "material adverse effect,"
as that term is used in the Deutsche Telekom/Powertel merger agreement. The
meaning of "material adverse effect" is explained under "Summary of Deutsche
Telekom/Powertel and VoiceStream/Powertel Transaction Documents -- The Deutsche
Telekom/Powertel Merger Agreement -- Important Definitions." Although we do not
expect regulatory authorities to raise any significant objections to the
Deutsche Telekom/Powertel merger, we cannot be certain that we will obtain all
required regulatory approvals or that these approvals will not contain terms,
conditions or restrictions that would be detrimental to Deutsche Telekom. If a
condition that would reasonably be expected to have a material adverse effect is
imposed, we might not choose to terminate the Deutsche Telekom/Powertel merger.

REGULATORY APPROVALS REQUIRED FOR THE VOICESTREAM/POWERTEL MERGER

  U.S. Antitrust

     Under the HSR Act, VoiceStream and Powertel cannot complete the
VoiceStream/Powertel merger until VoiceStream and Powertel have given
notification and furnished information relating to the operations of VoiceStream
and Powertel to the FTC and the DOJ and the relevant reviewing agency has
granted early termination of the 30-day waiting period under the HSR Act, or the
30-day waiting period has expired, or, if the reviewing agency makes a request
for additional information, the extended waiting

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period has expired. Expiration of the applicable waiting period under the HSR
Act is a condition to completing the VoiceStream/Powertel merger.

     On September 13, 2000, VoiceStream and Powertel filed with the FTC and the
DOJ a premerger notification and report form relating to the
VoiceStream/Powertel transaction. The HSR Act waiting period relating to this
transaction expired on October 13, 2000 without the issuance of a request for
additional information.


     Termination of the HSR Act waiting period does not prevent the government
from challenging the VoiceStream/Powertel merger. At any time before or after
the completion of the VoiceStream/Powertel merger, the FTC or DOJ could take any
action under the antitrust laws that it deems necessary or desirable in the
public interest, including seeking the divestiture of substantial assets of
VoiceStream or Powertel or challenging the VoiceStream/Powertel merger. In
addition, certain private parties as well as state attorneys general and other
antitrust authorities may challenge the acquisition under antitrust laws or
other circumstances, and even if VoiceStream and Powertel believe that they
should prevail, they might not. Although VoiceStream and Powertel do not
anticipate that the DOJ or FTC will challenge the VoiceStream/Powertel merger,
the DOJ or FTC might challenge the VoiceStream/Powertel merger on antitrust
grounds. If a challenge is made, we cannot predict what the result will be.


  FCC

     The VoiceStream/Powertel merger is subject to the requirements of the
Communications Act of 1934, as amended, and the rules, regulations and policies
of the FCC. Before the VoiceStream/Powertel merger may occur, the FCC must give
its consent based on a determination that the VoiceStream/Powertel merger would
serve the public interest, convenience and necessity. In making this
determination, the FCC examines whether a proposed merger is consistent with the
Communications Act and the FCC's rules, regulations and policies, including,
among other things, the effect of the transfer on FCC policies encouraging
competition.


     The VoiceStream/Powertel merger application was filed with the FCC on
September 18, 2000. The public comment period on the application concluded on
January 8, 2001. Because consummation of the VoiceStream/Powertel merger is
conditioned upon the outcome of the Deutsche Telekom/VoiceStream merger,
VoiceStream and Powertel have requested that the FCC process the
VoiceStream/Powertel merger application simultaneously with the Deutsche
Telekom/VoiceStream and Deutsche Telekom/Powertel merger applications. A final
decision by the FCC on transactions of the type of the three proposed mergers
generally takes at least six months from the date of public notice and may take
substantially longer. Furthermore, while VoiceStream and Powertel believe that
the VoiceStream/Powertel merger application should be approved under the
foregoing standard, the FCC might not approve it. It is also possible that the
FCC will condition its approval on compliance with competitive safeguards, and
that any FCC approval will be challenged in court.


  General

     It is possible that either or both of the regulatory approvals required to
complete the VoiceStream/Powertel merger will not be obtained on a timely basis
or at all. In addition, it is possible that either of the governmental entities
with which filings are made may seek regulatory conditions for granting approval
of the VoiceStream/Powertel merger.

     Under the VoiceStream/Powertel merger agreement, VoiceStream and Powertel
have each agreed to use reasonable best efforts to comply promptly with all
legal requirements, including furnishing all information required under the HSR
Act and all actions required in connection with approvals of or filings with the
FCC or similar agencies or any other governmental entities. Although VoiceStream
and Powertel do not expect regulatory authorities to raise any significant
objections to the VoiceStream/Powertel merger, VoiceStream and Powertel cannot
be certain that they will obtain all required regulatory approvals or that these
approvals will not contain terms, conditions or restrictions that would be
detrimental to VoiceStream or its telecommunications business after the
VoiceStream/Powertel merger. If a condition that would reasonably be expected to
have a material adverse effect is imposed, VoiceStream and Powertel might not
choose to terminate the VoiceStream/Powertel merger.
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                    U.S. FEDERAL AND GERMAN TAX CONSEQUENCES

GENERAL

     The following sections contain separate discussions of:

     - U.S. federal income tax consequences of the Deutsche Telekom/VoiceStream
       merger to U.S. holders of VoiceStream common shares;

     - U.S. federal income tax consequences of the Deutsche Telekom/Powertel
       merger to U.S. holders of Powertel common shares;

     - U.S. federal income tax consequences of the Deutsche Telekom/Powertel
       merger to U.S. holders of Powertel preferred shares;

     - U.S. federal income tax consequences of the VoiceStream/Powertel merger
       to U.S. holders of Powertel common shares;

     - U.S. federal income tax consequences of the VoiceStream/Powertel merger
       to U.S. holders of Powertel preferred shares;

     - U.S. federal income tax and German tax considerations for U.S. resident
       holders of Deutsche Telekom ADSs and Deutsche Telekom ordinary shares;
       and

     - German tax considerations for non-German holders of Deutsche Telekom ADSs
       and Deutsche Telekom ordinary shares.

  General Matters Relating to U.S. Federal Income Tax Discussions

     As used in these discussions, the term "U.S. holder" means, before the
merger, a beneficial owner of VoiceStream common shares or Powertel shares, as
applicable, or an employee stock option to acquire such shares, and, after the
merger, a beneficial owner of Deutsche Telekom ADSs or Deutsche Telekom ordinary
shares or VoiceStream common shares, as applicable, who is for U.S. federal
income tax purposes:

     - a citizen or resident of the United States;

     - a corporation created or organized in the United States or under the law
       of the United States or any state or the District of Columbia; or

     - a partnership, trust, or estate that is treated as a United States
       person.

     These discussions do not address all aspects of U.S. tax law that may be
relevant to a U.S. holder in light of his particular circumstances or who is
subject to special provisions of such law. For example, these discussions do not
address all aspects of U.S. tax law that may be relevant to U.S. holders:

     - who are liable for alternative minimum tax;

     - who hold their VoiceStream common shares, Powertel shares, Deutsche
       Telekom ADSs, or Deutsche Telekom ordinary shares as part of a straddle,
       hedge, synthetic security, conversion transaction or other integrated
       investment composed of one or more other investments;

     - whose "functional currency" is not the U.S. dollar; or

     - who are financial institutions, insurance companies, tax-exempt
       organizations, traders in securities that elect mark-to-market accounting
       treatment, or broker-dealers.

     In addition, these discussions are limited to U.S. holders who hold their
VoiceStream common shares, Powertel shares, Deutsche Telekom ADSs or Deutsche
Telekom ordinary shares as capital assets. The discussion also does not address
U.S. state or local taxation or taxation by countries other than the United
States and Germany.

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     The U.S. tax discussions are based on existing U.S. federal income tax law,
including statutes, regulations, administrative rulings, and court decisions,
all as in effect on the date of this proxy statement/prospectus. All of these
authorities are subject to change, or change in interpretation, possibly with
retroactive effect. These discussions assume that each merger will be completed
in accordance with the terms of the relevant merger agreement. Any change in any
of the foregoing authorities or failure of the assumption to be true could alter
the tax consequences discussed below. The parties will not request, and none of
the mergers is conditioned on, a ruling from the Internal Revenue Service as to
any of the U.S. federal income tax consequences of such merger. As a result,
there can be no assurance that the IRS will not disagree with or challenge any
of the conclusions set forth in the discussions.

     In these discussions, when we refer to the completion of any of the
mergers, we mean the effective time of those mergers, which occurs when a
certificate of merger is filed and becomes effective.

     Each VoiceStream shareholder and Powertel shareholder is urged to consult
his own tax advisor as to the U.S. federal income and other tax consequences to
him of the relevant merger, including the income tax consequences arising from
his own unique facts and circumstances, and including any estate, inheritance,
gift, state, local or non-U.S. tax consequences of the relevant merger.

U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE DEUTSCHE TELEKOM/VOICESTREAM MERGER
TO U.S. HOLDERS OF VOICESTREAM COMMON SHARES


     Subject to the limitations and qualifications set forth under "-- General"
and in this section, the discussion in this section represents the opinion of
Jones, Day, Reavis & Pogue, tax counsel to VoiceStream, and Wachtell, Lipton,
Rosen & Katz, special counsel to VoiceStream, as to the material U.S. federal
income tax consequences of the Deutsche Telekom/VoiceStream merger to U.S.
holders of VoiceStream common shares. Each counsel has delivered this opinion,
dated the effective date of this proxy statement/prospectus, to VoiceStream.


  Tax Opinion Condition to Closing


     The obligation of VoiceStream to complete the Deutsche Telekom/VoiceStream
merger is conditioned on the receipt of an additional opinion from tax counsel
to VoiceStream and/or special counsel to VoiceStream, dated as of completion of
the Deutsche Telekom/VoiceStream merger, substantially to the effect that the
Deutsche Telekom/VoiceStream merger will qualify as a reorganization within the
meaning of Section 368(a) of the U.S. tax code and that each transfer of
property to Deutsche Telekom by a shareholder of VoiceStream pursuant to the
Deutsche Telekom/VoiceStream merger will not be subject to Section 367(a)(1) of
the U.S. tax code. Counsel's tax opinion will be based on assumptions noted in
the opinion, including an assumption that any "five-percent transferee
shareholder" of Deutsche Telekom, as defined in Treasury regulations promulgated
under Section 367(a) of the U.S. tax code, will file a "gain recognition
agreement" as defined in such regulations, and on factual representations of
VoiceStream and Deutsche Telekom contained in certificates signed by officers of
VoiceStream and Deutsche Telekom to be delivered at the time of the Deutsche
Telekom/VoiceStream merger. VoiceStream does not intend to waive the receipt of
its counsel's opinion as a condition to its obligation to complete the Deutsche
Telekom/VoiceStream merger, and will not waive the receipt of an opinion as a
condition to its obligation to complete the merger without recirculating this
document in order to resolicit stockholder approval. Counsel's opinion will not
be binding on the IRS or any court.



     Both counsels presently intend to deliver to VoiceStream at the completion
of the merger an opinion that satisfies the requirements set forth in the prior
paragraph, and it is assumed for purposes of the remainder of the discussion in
this section that both counsels will deliver such an opinion.


  U.S. Holders Whose Merger Consideration Does Not Consist Solely of Cash

     For U.S. federal income tax purposes, the Deutsche Telekom/VoiceStream
merger will qualify as a reorganization within the meaning of Section 368(a) of
the U.S. tax code and each transfer of property to Deutsche Telekom by a
shareholder of VoiceStream pursuant to the Deutsche Telekom/VoiceStream
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merger will not be subject to Section 367(a)(1) of the U.S. tax code.
Accordingly, with the possible exception of merger consideration that is
received in exchange for the 0.75% stock dividend permitted by the Deutsche
Telekom/VoiceStream merger agreement as described under "Summary of the Deutsche
Telekom/VoiceStream Transaction Documents -- The Deutsche Telekom/VoiceStream
Merger Agreement -- Election and Exchange of Certificates Representing
VoiceStream Common Shares", a U.S. holder of VoiceStream common shares whose
merger consideration does not consist solely of cash:


     - will not recognize any loss upon his receipt of merger consideration in
       the Deutsche Telekom/VoiceStream merger, and

     - will recognize gain upon his receipt of merger consideration in the
       Deutsche Telekom/VoiceStream merger equal to the lesser of the gain
       realized, if any, with respect to each VoiceStream common share exchanged
       and the cash, if any, received for the VoiceStream common share.

     The amount of gain realized with respect to each VoiceStream common share
exchanged will equal the excess of:

        - the sum of the fair market value at the completion of the Deutsche
          Telekom/VoiceStream merger of the Deutsche Telekom ADSs or Deutsche
          Telekom ordinary shares and the cash, if any, received for the share,
          over

        - the U.S. holder's tax basis in such share.

As discussed further below, different rules apply to any shareholder of
VoiceStream who, immediately after the Deutsche Telekom/VoiceStream merger, will
be a "five-percent transferee shareholder" of Deutsche Telekom, as defined in
Treasury regulations promulgated under Section 367(a) of the U.S. tax code, and
to any cash received in lieu of fractional shares in the Deutsche
Telekom/VoiceStream merger. Any recognized gain generally will be capital gain,
and generally will be long-term capital gain with respect to VoiceStream common
shares held by the U.S. holder for more than 12 months at the completion of the
Deutsche Telekom/VoiceStream merger. In some cases, if the shareholder actually
or constructively owns Deutsche Telekom ADSs or Deutsche Telekom ordinary shares
other than those received as a result of the Deutsche Telekom/VoiceStream
merger, the recognized gain could be treated as having the effect of the
distribution of a dividend, under the tests set forth in Section 302 of the U.S.
tax code, in which case such gain would be treated as ordinary dividend income.

     The aggregate tax basis of the Deutsche Telekom ADSs or Deutsche Telekom
ordinary shares received by a U.S. holder in the Deutsche Telekom/VoiceStream
merger, including any fractional interests to which the U.S. holder would be
entitled but for the special treatment of fractional interests described below,
will equal the aggregate tax basis of the VoiceStream common shares exchanged
for the Deutsche Telekom ADSs or Deutsche Telekom ordinary shares, increased by
the amount of gain, including any gain that is treated as a dividend, recognized
by the U.S. holder as a result of his exchange of VoiceStream common shares in
the Deutsche Telekom/VoiceStream merger, and decreased by the amount of cash
received by the U.S. holder in the Deutsche Telekom/VoiceStream merger, other
than cash received in lieu of a fractional Deutsche Telekom ADS or Deutsche
Telekom ordinary share. The holding period of the Deutsche Telekom ADSs or
Deutsche Telekom ordinary shares received will include the holding period of the
VoiceStream common shares exchanged therefor.

     Fractional interests in Deutsche Telekom ADSs or Deutsche Telekom ordinary
shares will not be issued to VoiceStream shareholders in the Deutsche
Telekom/VoiceStream merger. Instead, any fractional interests VoiceStream
shareholders otherwise would have been entitled to receive will be sold and the
proceeds will be paid to those shareholders. A U.S. holder who receives cash in
respect of a fractional interest in a Deutsche Telekom ADS or Deutsche Telekom
ordinary share will recognize gain or loss equal to the difference between the
cash received for the fractional share and the U.S. holder's tax basis in the
VoiceStream common shares exchanged which is allocable to the fractional
interest. Any such gain or loss generally will be capital gain or loss, and
generally will be long-term capital gain or loss with respect to
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VoiceStream common shares held for more than 12 months at the completion of the
Deutsche Telekom/VoiceStream merger.


     Merger consideration received by a U.S. holder in exchange for the 0.75%
stock dividend permitted by the Deutsche Telekom/VoiceStream merger agreement
likely would be treated the same as other merger consideration, and Deutsche
Telekom and VoiceStream intend to treat it the same as other merger
consideration for U.S. federal income tax purposes. It is possible, however,
that merger consideration received by a U.S. holder in exchange for the stock
dividend could instead be treated as ordinary dividend income that is separately
received by the U.S. holder from Deutsche Telekom. In such case, the amount of
the dividend generally would be equal to the amount of cash plus the fair market
value of the Deutsche Telekom ADSs or Deutsche Telekom ordinary shares received
in exchange for the VoiceStream 0.75% stock dividend, determined at completion
of the Deutsche Telekom/VoiceStream merger. Further, the U.S. holder's tax basis
in such Deutsche Telekom ADSs or Deutsche Telekom ordinary shares would be equal
to such fair market value and his holding period generally would begin on the
date following the date of completion of the Deutsche Telekom/VoiceStream
merger. In the event that merger consideration received by a U.S. holder in
exchange for the stock dividend were treated as separately received by the U.S.
holder, that treatment would not affect the status of the merger as a
reorganization within the meaning of Section 368(a) of the U.S. tax code.



     A U.S. HOLDER WHO IS A "FIVE-PERCENT TRANSFEREE SHAREHOLDER" OF DEUTSCHE
TELEKOM IMMEDIATELY AFTER THE DEUTSCHE TELEKOM/VOICESTREAM MERGER, AS DEFINED IN
TREASURY REGULATIONS PROMULGATED UNDER SECTION 367(a) OF THE U.S. TAX CODE, WILL
QUALIFY FOR NON-RECOGNITION TREATMENT AS DESCRIBED IN THIS PROXY
STATEMENT/PROSPECTUS ONLY IF THE U.S. HOLDER FILES WITH THE IRS A "GAIN
RECOGNITION AGREEMENT," AS DEFINED IN SUCH TREASURY REGULATIONS. ANY U.S. HOLDER
OF VOICESTREAM COMMON SHARES WHO MAY BE A FIVE-PERCENT TRANSFEREE SHAREHOLDER IS
URGED TO CONSULT HIS TAX ADVISOR CONCERNING THE DECISION TO FILE A GAIN
RECOGNITION AGREEMENT AND THE PROCEDURES TO BE FOLLOWED IN CONNECTION WITH THAT
FILING.


  U.S. Holders Whose Merger Consideration Consists Solely of Cash


     A U.S. holder of VoiceStream common shares that receives only cash in the
Deutsche Telekom/VoiceStream merger will generally recognize gain or loss for
U.S. federal income tax purposes equal to the difference between the amount of
cash received and the U.S. holder's tax basis in the VoiceStream common shares
surrendered in the Deutsche Telekom/VoiceStream merger. Such recognized gain or
loss generally will be capital gain or loss, and generally will be long term
with respect to VoiceStream common shares held by the U.S. holder for more than
12 months at the completion of the Deutsche Telekom/VoiceStream merger. In some
cases, if the shareholder actually or constructively owns Deutsche Telekom ADSs
or Deutsche Telekom ordinary shares, the recognized gain could be treated as
having the effect of the distribution of a dividend, under the tests set forth
in Section 302 of the U.S. tax code, in which case such gain would be treated as
ordinary dividend income. In addition, it is possible that cash received by a
U.S. holder in exchange for the 0.75% stock dividend permitted under the
Deutsche Telekom/VoiceStream merger agreement could be treated as ordinary
dividend income that is separately received by the U.S. holder from Deutsche
Telekom.


  U.S. Holders Who Are Dissenting Shareholders

     Subject to the discussion below, a U.S. holder who exercises his right to
dissent from the Deutsche Telekom/VoiceStream merger will recognize gain or loss
on the exchange of his VoiceStream common shares for cash in an amount equal to
the difference between:

        - the cash received, other than amounts, if any, which are or are deemed
          to be interest for U.S. federal income tax purposes, which amounts
          will be taxed as ordinary income; and

        - his tax basis in his VoiceStream common shares.

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   129

Such gain or loss generally will be capital gain or loss and generally will be
long-term capital gain or loss with respect to VoiceStream shares held for more
than 12 months at the completion of the Deutsche Telekom/VoiceStream merger. A
dissenting shareholder may be required to recognize any gain or loss in the year
the Deutsche Telekom/VoiceStream merger closes, irrespective of whether the
dissenting shareholder actually receives payment for his or her shares in that
year. In some instances, cash received by a dissenting VoiceStream shareholder
could be taxed as ordinary dividend income if the shareholder actually or
constructively owns Deutsche Telekom ADSs or Deutsche Telekom ordinary shares
under the tests set forth in Section 302 of the U.S. tax code after the Deutsche
Telekom/VoiceStream merger.

  U.S. Holders of Employee Stock Options

     The exchange pursuant to the Deutsche Telekom/VoiceStream merger by a U.S.
holder of an employee stock option to acquire VoiceStream common shares for an
option to acquire Deutsche Telekom ADSs or Deutsche Telekom ordinary shares will
not be taxable for U.S. federal income tax purposes. A U.S. holder of an option
to acquire a Deutsche Telekom ADS or Deutsche Telekom ordinary share who
received that option in exchange for an option to acquire VoiceStream common
shares that was received as compensation, and who exercises that Deutsche
Telekom option, generally will recognize ordinary income for U.S. federal income
tax purposes in an amount equal to the excess of the fair market value on the
exercise date of the Deutsche Telekom ADS or Deutsche Telekom ordinary share
received pursuant to the exercise over the price paid for the Deutsche Telekom
ADS or Deutsche Telekom ordinary share pursuant to the option, and generally
will be subject to applicable withholding taxes. A U.S. holder's tax basis in
Deutsche Telekom ADSs or Deutsche Telekom ordinary shares received as a result
of the exercise of the option will equal the fair market value of the Deutsche
Telekom ADS or Deutsche Telekom ordinary share on the exercise date and a U.S.
holder's holding period will begin on the exercise date. Thereafter, the U.S.
holder will be subject to the rules discussed below with respect to U.S. holders
of Deutsche Telekom ADSs and Deutsche Telekom ordinary shares.

     The foregoing discussion does not address the U.S. federal income tax
consequences of the exercise of any option that is treated as an incentive stock
option within the meaning of Section 422(b) of the U.S. tax code. Any U.S.
holder of an option that is treated as an incentive stock option is urged to
consult his own tax advisor concerning the consequences to him of the Deutsche
Telekom/VoiceStream merger and exercise of the option.

  U.S. Backup Withholding

     Under the U.S. tax code, a U.S. holder of VoiceStream common shares may be
subject, under certain circumstances, to backup withholding at a rate of 31%
with respect to the amount of cash, if any, received in the Deutsche
Telekom/VoiceStream merger, including cash received in lieu of fractional shares
or upon exercise of dissenters' rights, unless the U.S. holder provides proof of
an applicable exemption or correct taxpayer identification number and otherwise
complies with applicable requirements of the backup withholding rules. Any
amount withheld under the backup withholding rules is not additional tax and may
be refunded or credited against the U.S. holder's federal income tax liability,
so long as the required information is furnished to the IRS.

U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE DEUTSCHE TELEKOM/POWERTEL MERGER TO
U.S. HOLDERS OF POWERTEL COMMON SHARES


     Subject to the limitations and qualifications set forth under "-- General"
and in this section, the discussion in this section represents the opinion of
Morris, Manning & Martin, LLP, counsel to Powertel, and Cleary, Gottlieb, Steen
& Hamilton, counsel to Deutsche Telekom, as to the material U.S. federal income
tax consequences of the Deutsche Telekom/Powertel merger to U.S. holders of
Powertel common shares. Each counsel has delivered this opinion, dated the
effective date of this proxy statement/ prospectus, to Powertel or Deutsche
Telekom, as applicable.


                                       114
   130

  Tax Opinion Condition to Closing


     The obligation of Powertel to complete the Deutsche Telekom/Powertel merger
is conditioned on the receipt of an additional opinion from Morris, Manning &
Martin, LLP, counsel to Powertel, and the obligation of Deutsche Telekom to
complete the Deutsche Telekom/Powertel merger is conditioned on the receipt of
an additional opinion from Cleary, Gottlieb, Steen & Hamilton, counsel to
Deutsche Telekom, each opinion, dated as of completion of the Deutsche
Telekom/Powertel merger, substantially to the effect that the Deutsche
Telekom/Powertel merger will qualify as a reorganization within the meaning of
Section 368(a) of the U.S. tax code and that each transfer of property to
Deutsche Telekom by a shareholder of Powertel pursuant to the Deutsche
Telekom/Powertel merger will not be subject to Section 367(a)(1) of the U.S. tax
code. Counsels' tax opinions will be based upon assumptions noted in the
opinions, including an assumption that any "five-percent transferee shareholder"
of Deutsche Telekom, as defined in Treasury regulations promulgated under
Section 367(a) of the U.S. tax code, will file a "gain recognition agreement" as
defined in such regulations, and on factual representations of Powertel and
Deutsche Telekom contained in certificates signed by officers of Powertel and
Deutsche Telekom to be delivered at the time of the Deutsche Telekom/Powertel
merger. Powertel does not intend to waive the receipt of its counsel's opinion
as a condition to its obligation to complete the Deutsche Telekom/Powertel
merger, and will not waive the receipt of an opinion as a condition to its
obligation to complete the merger without recirculating this document in order
to resolicit stockholder approval. Counsels' opinions will not be binding on the
IRS or any court.



     Both counsels presently intend to deliver to Powertel or Deutsche Telekom,
as applicable, at the completion of the merger an opinion that satisfies the
requirements set forth in the prior paragraph, and it is assumed for purposes of
the remainder of the discussion in this section that each counsel will deliver
such an opinion.


  U.S. Holders of Powertel Common Shares


     For U.S. federal income tax purposes, the Deutsche Telekom/Powertel merger
will qualify as a reorganization within the meaning of Section 368(a) of the
U.S. tax code and each transfer of property to Deutsche Telekom by a shareholder
of Powertel pursuant to the Deutsche Telekom/Powertel merger will not be subject
to Section 367(a)(1) of the U.S. tax code. Accordingly, with the possible
exception of merger consideration that is received in exchange for the 0.75%
stock dividend permitted by the Deutsche Telekom/Powertel merger agreement as
described under "Summary of the Deutsche Telekom/Powertel and
VoiceStream/Powertel Transaction Documents -- The Deutsche Telekom/Powertel
Merger Agreement -- Adjustment in Connection with Permitted Dividends," a U.S.
holder of Powertel common shares generally will not recognize any gain or loss
upon his receipt of merger consideration in the Deutsche Telekom/Powertel
merger, except with respect to cash received in lieu of fractional shares, as
discussed further below.


     The aggregate tax basis of the Deutsche Telekom ADSs or Deutsche Telekom
ordinary shares received by a U.S. holder in the Deutsche Telekom/Powertel
merger, including any fractional interest to which the U.S. holder would be
entitled but for the special treatment of fractional interests described below,
generally will equal the aggregate tax basis of the Powertel common shares
exchanged for the Deutsche Telekom ADSs or Deutsche Telekom ordinary shares. The
holding period of the Deutsche Telekom ADSs or Deutsche Telekom ordinary shares
received will include the holding period of the Powertel common shares exchanged
therefor.

     Fractional interests in Deutsche Telekom ADSs or Deutsche Telekom ordinary
shares will not be issued to Powertel shareholders in the Deutsche
Telekom/Powertel merger. Instead, any fractional interests in Deutsche Telekom
ADSs or Deutsche Telekom ordinary shares that a U.S. holder of Powertel common
shares otherwise would have been entitled to receive will be sold and the
proceeds will be paid to those shareholders. A U.S. holder who receives cash in
respect of a fractional interest in a Deutsche Telekom ADS or Deutsche Telekom
ordinary share will recognize gain or loss equal to the difference between the
cash received for the fractional share and the U.S. holder's tax basis in the
Powertel common

                                       115
   131

shares exchanged which is allocable to the fractional interest. Any such gain or
loss generally will be capital gain or loss, and generally will be long-term
capital gain or loss with respect to Powertel common shares held for more than
12 months at the completion of the Deutsche Telekom/Powertel merger.


     Merger consideration received by a U.S. holder in exchange for the 0.75%
stock dividend permitted by the Deutsche Telekom/Powertel merger agreement
likely would be treated the same as other merger consideration, and Deutsche
Telekom and Powertel intend to treat it the same as other merger consideration
for U.S. federal income tax purposes. It is possible, however, that merger
consideration received by a U.S. holder in exchange for the stock dividend could
instead be treated as ordinary dividend income that is separately received by
the U.S. holder from Deutsche Telekom. In such case, the amount of the dividend
generally would be equal to the fair market value of the Deutsche Telekom ADSs
or Deutsche Telekom ordinary shares received in exchange for the stock dividends
determined at completion of the Deutsche Telekom/Powertel merger. Further, the
U.S. holder's tax basis in such Deutsche Telekom ADSs or Deutsche Telekom
ordinary shares would be equal to such fair market value and his holding period
generally would begin on the date following the date of completion of the
Deutsche Telekom/ Powertel merger. In the event that merger consideration
received by a U.S. holder in exchange for the stock dividend were treated as
separately received by the U.S. holder, that treatment would not affect the
status of the merger as a reorganization within the meaning of Section 368(a) of
the U.S. tax code.


     A U.S. HOLDER WHO IS A "FIVE-PERCENT TRANSFEREE SHAREHOLDER" OF DEUTSCHE
TELEKOM AFTER THE DEUTSCHE TELEKOM/POWERTEL MERGER, AS DEFINED IN TREASURY
REGULATIONS PROMULGATED UNDER SECTION 367(a) OF THE U.S. TAX CODE, WILL QUALIFY
FOR NON-RECOGNITION TREATMENT AS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS
ONLY IF THE SHAREHOLDER FILES WITH THE IRS A "GAIN RECOGNITION AGREEMENT", AS
DEFINED IN SUCH TREASURY REGULATIONS. ALTHOUGH NO SUCH PERSONS ARE EXPECTED TO
EXIST SOLELY AS A RESULT OF THE DEUTSCHE TELEKOM/POWERTEL MERGER, ANY U.S.
HOLDER OF POWERTEL SHARES WHO IS CONCERNED THAT HE MAY BE A FIVE-PERCENT
TRANSFEREE SHAREHOLDER IS URGED TO CONSULT HIS TAX ADVISOR CONCERNING THE
DECISION TO FILE A GAIN RECOGNITION AGREEMENT AND THE PROCEDURES TO BE FOLLOWED
IN CONNECTION WITH THAT FILING.

  U.S. Holders of Employee Stock Options

     The exchange pursuant to the Deutsche Telekom/Powertel merger by a U.S.
holder of an employee stock option to acquire Powertel common shares for an
option to acquire Deutsche Telekom ADSs or Deutsche Telekom ordinary shares will
not be taxable for U.S. federal income tax purposes. A U.S. holder of an option
to acquire a Deutsche Telekom ADS or Deutsche Telekom ordinary share who
received that option in exchange for an option to acquire Powertel common shares
that was received as compensation, and who exercises that Deutsche Telekom
option, generally will recognize ordinary income for U.S. federal income tax
purposes in an amount equal to the excess of the fair market value on the
exercise date of the Deutsche Telekom ADS or Deutsche Telekom ordinary share
received pursuant to the exercise over the price paid for the Deutsche Telekom
ADS or Deutsche Telekom ordinary share pursuant to the option, and generally
will be subject to applicable withholding taxes. A U.S. holder's tax basis in
Deutsche Telekom ADSs or Deutsche Telekom ordinary shares received as a result
of the exercise of the option will equal the fair market value of the shares on
the exercise date and a U.S. holder's holding period will begin on the exercise
date. Thereafter, the U.S. holder will be subject to the rules discussed below
with respect to U.S. holders of Deutsche Telekom ADSs and Deutsche Telekom
ordinary shares.

     The foregoing discussion does not address the U.S. federal income tax
consequences of the exercise of any option that is treated as an incentive stock
option within the meaning of Section 422(b) of the U.S. tax code. Any U.S.
holder of an option that is treated as an incentive stock option is urged to
consult his own tax advisor concerning the consequences to him of the Deutsche
Telekom/Powertel merger and exercise of the option.

  U.S. Backup Withholding

     Under the U.S. tax code, a U.S. holder of Powertel shares may be subject,
under certain circumstances, to backup withholding at a rate of 31% with respect
to the amount of cash, if any, received

                                       116
   132

in the Deutsche Telekom/Powertel merger, including cash received in lieu of
fractional shares, unless the U.S. holder provides proof of an applicable
exemption or correct taxpayer identification number and otherwise complies with
applicable requirements of the backup withholding rules. Any amount withheld
under the backup withholding rules is not additional tax and may be refunded or
credited against the U.S. holder's federal income tax liability, so long as the
required information is furnished to the IRS.

U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE DEUTSCHE TELEKOM/POWERTEL MERGER TO
U.S. HOLDERS OF POWERTEL PREFERRED SHARES


     Subject to the limitations and qualifications set forth under "-- General"
and this section, the discussion in this section represents the opinion of
Morris, Manning & Martin, LLP, counsel to Powertel, as to the material U.S.
Federal income tax consequences of the Deutsche Telekom/Powertel merger to U.S.
holders of Powertel preferred shares. Counsel has delivered this opinion, dated
the effective date of this proxy statement/prospectus, to Powertel. Furthermore,
it is assumed for purposes of the remainder of the discussion in this section
that counsel to Powertel will deliver an additional opinion dated as of the
completion of the Deutsche Telekom/Powertel merger that satisfies the
requirements set forth under "-- U.S. Federal Income Tax Consequences of the
Deutsche Telekom/Powertel Merger to U.S. Holders of Powertel Common
Shares -- Tax Opinion Condition to Closing."



     Generally, the tax treatment for a U.S. holder of Powertel preferred shares
will be the same as described above for U.S. holders of Powertel common shares.
Pursuant to Section 1.05(b)(iv)(B) of the Deutsche Telekom/Powertel merger
agreement, however, the holders of Powertel Series E preferred shares and
Powertel Series F preferred shares are entitled to additional Deutsche Telekom
ADSs or Deutsche Telekom ordinary shares in satisfaction of any accrued or
declared but unpaid dividends on the Powertel Series E preferred shares or
Powertel Series F preferred shares on the date of the completion of the Deutsche
Telekom/Powertel merger. To the extent any accrued dividends on a Powertel
stockholder's Powertel Series E preferred shares or Powertel Series F preferred
shares have been declared (as distinguished from dividends which have accrued
but are undeclared) and remain unpaid upon the completion of the Deutsche
Telekom/Powertel merger, the receipt by that Powertel stockholder of Deutsche
Telekom ADSs or Deutsche Telekom ordinary shares in satisfaction of those
declared but unpaid dividends on its Powertel Series E preferred shares or
Powertel Series F preferred shares will be treated as a distribution with
respect to that Powertel stockholder's Powertel Series E preferred shares or
Powertel Series F preferred shares and will be either taxable to that
stockholder, a return of capital to that stockholder, or a combination of both,
under Section 301 of the U.S. tax code and the regulations and other authorities
promulgated thereunder.



     The basis of the Deutsche Telekom ADSs or Deutsche Telekom ordinary shares
received by a holder of Powertel Series E preferred shares or Powertel Series F
preferred shares in satisfaction of any declared but unpaid dividends on that
stockholder's Powertel Series E preferred shares or Powertel Series F preferred
shares will equal the fair market value of such Deutsche Telekom ADSs or
Deutsche Telekom ordinary shares on the date of the completion of the Deutsche
Telekom/Powertel merger. Further, the basis of the Deutsche Telekom ADSs or
Deutsche Telekom ordinary shares received by a holder of Powertel Series E
preferred shares or Powertel Series F preferred shares in exchange for its
Powertel preferred shares, and not in satisfaction of any declared but unpaid
dividends, will equal the aggregate tax basis of the shares exchanged for the
Deutsche Telekom ADSs or Deutsche Telekom ordinary shares, subject to a downward
adjustment to the extent that any Deutsche Telekom ADSs or Deutsche Telekom
ordinary shares which represent declared but unpaid dividends on a stockholder's
Powertel Series E preferred shares or Powertel Series F preferred shares are
treated as a return of capital on that stockholder's preferred shares for tax
purposes.


     The holding period for determining long-term capital gains treatment for
any Deutsche Telekom ADSs or Deutsche Telekom ordinary shares received by a
holder of Powertel Series E preferred shares or Powertel Series F preferred
shares in satisfaction of any declared but unpaid dividends with respect to
those shares will commence on the day following the completion of the Deutsche
Telekom/Powertel merger.
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   133

     Each holder of Powertel preferred shares should consult its tax advisor in
connection with the tax implications of any Deutsche Telekom ADSs or Deutsche
Telekom ordinary shares received in satisfaction of any declared but unpaid
dividends with respect to the stockholder's preferred shares.

U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE VOICESTREAM/POWERTEL MERGER TO U.S.
HOLDERS OF POWERTEL COMMON SHARES


     Subject to the limitations and qualifications set forth under "-- General"
and in this section, the discussion in this section represents the opinion of
Morris, Manning & Martin, LLP, counsel to Powertel, Jones, Day, Reavis & Pogue,
tax counsel to VoiceStream, and Preston Gates & Ellis LLP, counsel to
VoiceStream, as to the material U.S. federal income tax consequences of the
VoiceStream/Powertel merger to U.S. holders of Powertel common shares. Each
counsel has delivered this opinion, dated the effective date of this proxy
statement/prospectus, to Powertel or to VoiceStream, as applicable.


  Tax Opinion Condition to Closing


     The obligation of Powertel to complete the VoiceStream/Powertel merger is
conditioned on the receipt of an additional opinion from Morris, Manning &
Martin, LLP, counsel to Powertel, and the obligation of VoiceStream to complete
the VoiceStream/Powertel merger is conditioned on the receipt of an additional
opinion from Preston Gates & Ellis LLP, counsel to VoiceStream, and/or Jones,
Day Reavis & Pogue, tax counsel to VoiceStream, each opinion dated as of the
completion of the VoiceStream/Powertel merger, substantially to the effect that
the VoiceStream/Powertel merger will qualify as a reorganization within the
meaning of Section 368(a) of the U.S. tax code. Counsels' tax opinions will be
based upon assumptions noted in the opinions and on factual representations of
Powertel and VoiceStream contained in certificates signed by officers of
Powertel and VoiceStream to be delivered at the time of the VoiceStream/Powertel
merger. Powertel does not intend to waive the receipt of its counsel's opinion
as a condition to its obligation to complete the VoiceStream/Powertel merger,
and will not waive the receipt of an opinion as a condition to its obligations
to complete the merger without recirculating this document in order to resolicit
stockholder approval of the waiver. Counsels' opinions will not be binding on
the IRS or any court.



     Each counsel presently intends to deliver to Powertel or VoiceStream, as
applicable, at the completion of the merger an opinion that satisfies the
requirements set forth in the prior paragraph, and it is assumed for purposes of
the remainder of the discussion in this section that each counsel will deliver
such an opinion.


  U.S. Holders of Powertel Common Shares


     For U.S. federal income tax purposes, the VoiceStream/Powertel merger will
qualify as a reorganization within the meaning of Section 368(a) of the U.S. tax
code. Accordingly, a U.S. holder of Powertel common shares generally will not
recognize any gain or loss upon his receipt of merger consideration in the
VoiceStream/Powertel merger, except with respect to cash received in lieu of
fractional shares, as discussed further below.


     The aggregate tax basis of the VoiceStream common shares received by a U.S.
holder in the VoiceStream/Powertel merger, including any fractional interests to
which the U.S. holder would be entitled but for the special treatment of
fractional interests discussed below, generally will equal the aggregate tax
basis of the Powertel common shares exchanged therefor. The holding period of
the VoiceStream common shares received will include the holding period of the
Powertel common shares exchanged therefor.

     Fractional interests in VoiceStream common shares will not be issued to
Powertel shareholders in the VoiceStream/Powertel merger. Instead, cash will be
paid in lieu of any fractional interests in VoiceStream common shares that a
U.S. holder of Powertel common shares otherwise would have been entitled to
receive. A U.S. holder who receives cash in lieu of a fractional share of
VoiceStream common share will recognize gain or loss equal to the difference
between the cash received for the fractional share and the
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   134


U.S. holder's tax basis in the Powertel common shares exchanged which is
allocable to the fractional interest. Any such gain or loss generally will be
capital gain or loss, and generally will be long-term capital gain or loss with
respect to Powertel common shares held for more than 12 months at the completion
of the VoiceStream/Powertel merger.



  U.S. Holders of Employee Stock Options


     The exchange pursuant to the VoiceStream/Powertel merger by a U.S. holder
of an employee stock option to acquire Powertel common shares for an option to
acquire VoiceStream common shares will not be taxable for U.S. federal income
tax purposes. A U.S. holder of an option to acquire VoiceStream common shares
who received that option in exchange for an option to acquire Powertel common
shares that was received as compensation, and who exercises that VoiceStream
option, generally will recognize ordinary income for U.S. federal income tax
purposes in an amount equal to the excess of the fair market value on the
exercise date of the VoiceStream common shares received pursuant to the exercise
over the price paid for the VoiceStream common shares pursuant to the option,
and generally will be subject to applicable withholding taxes. A U.S. holder's
tax basis in VoiceStream common shares received as a result of the exercise of
the option will equal the fair market value of the shares on the exercise date
and a U.S. holder's holding period will begin on the exercise date.

     The foregoing discussion does not address the U.S. federal income tax
consequences of the exercise of any option that is treated as an incentive stock
option within the meaning of Section 422(b) of the U.S. tax code. Any U.S.
holder of an option that is treated as an incentive stock option is urged to
consult his own tax advisor concerning the consequences to him of the
VoiceStream/Powertel merger and exercise of the option.

  U.S. Backup Withholding

     Under the U.S. tax code, a U.S. holder of Powertel common shares may be
subject, under certain circumstances, to backup withholding at a rate of 31%
with respect to the amount of cash, if any, received in the VoiceStream/Powertel
merger, including cash received in lieu of fractional shares, unless the U.S.
holder provides proof of an applicable exemption or correct taxpayer
identification number and otherwise complies with applicable requirements of the
backup withholding rules. Any amount withheld under the backup withholding rules
is not additional tax and may be refunded or credited against the U.S. holder's
federal income tax liability, so long as the required information is furnished
to the IRS.

U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE VOICESTREAM/POWERTEL MERGER TO U.S.
HOLDERS OF POWERTEL PREFERRED SHARES


     Subject to the limitations and qualifications set forth under the heading
"-- General" and this section, the discussion in this section represents the
opinion of Morris, Manning & Martin, LLP, counsel to Powertel, as to the
material U.S. Federal income tax consequences of the VoiceStream/Powertel merger
to U.S. holders of Powertel preferred shares. Counsel has delivered this
opinion, dated the effective date of this proxy statement/prospectus to
Powertel. Furthermore, it is assumed for purposes of the remainder of the
discussion in this section that counsel to Powertel will deliver an additional
opinion dated as of completion of the VoiceStream/Powertel merger that satisfies
the requirements set forth under "-- U.S. Federal Income Tax Consequences of the
VoiceStream/Powertel Merger to U.S. Holders of Powertel Common Shares -- Tax
Opinion Condition to Closing."



     Generally, the tax treatment for a U.S. holder of Powertel preferred shares
will be the same as described above for U.S. holders of Powertel common shares.
Pursuant to Section 1.06(c)(ii)(B)(2) of the VoiceStream/Powertel merger
agreement, however, the holders of Powertel Series E preferred shares and
Powertel Series F preferred shares are entitled to additional VoiceStream common
shares in satisfaction of any accrued or declared but unpaid dividends on the
Powertel Series E preferred shares or Powertel Series F preferred shares on the
date of the completion of the VoiceStream/Powertel merger. To the extent any
accrued dividends on a Powertel stockholder's Powertel Series E preferred shares
or


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Powertel Series F preferred shares have been declared (as distinguished from
dividends which have accrued but are undeclared) and remain unpaid upon the
completion of the VoiceStream/Powertel merger, the receipt by that Powertel
stockholder of VoiceStream common shares in satisfaction of those declared but
unpaid dividends on its Powertel Series E preferred shares or Powertel Series F
preferred shares will be treated as a distribution with respect to that Powertel
stockholder's Powertel Series E preferred shares or Powertel Series F preferred
shares and will be either taxable to that stockholder, a return of capital to
that stockholder, or a combination of both, under Section 301 of the U.S. tax
code and the regulations and other authorities promulgated thereunder.



     The basis of the VoiceStream common shares received by a holder of Powertel
Series E preferred shares or Powertel Series F preferred shares in satisfaction
of any declared but unpaid dividends on that stockholder's Powertel Series E
preferred shares or Powertel Series F preferred shares will equal the fair
market value of such VoiceStream common shares on the date of the completion of
the VoiceStream/Powertel merger. Further, the basis of the VoiceStream common
shares received by a holder of Powertel Series E preferred shares or Powertel
Series F preferred shares in exchange for its Powertel shares, and not in
satisfaction of any declared but unpaid dividends, will equal the aggregate tax
basis of the shares exchanged for the VoiceStream common shares, subject to a
downward adjustment to the extent that any VoiceStream common shares which
represent declared but unpaid dividends on a stockholder's Powertel Series E
preferred shares or Powertel Series F preferred shares are treated as a return
of capital on that stockholder's preferred shares for tax purposes.


     The holding period for any VoiceStream common shares received by a holder
of Powertel Series E preferred shares or Powertel Series F preferred shares in
satisfaction of any declared but unpaid dividends with respect to those shares
will commence on the day following the completion of the VoiceStream/Powertel
merger.

     Each holder of Powertel preferred shares should consult its tax advisor in
connection with the tax implications of any VoiceStream common shares received
in satisfaction of any declared but unpaid dividends with respect to the
stockholder's preferred shares.

U.S. FEDERAL INCOME TAX AND GERMAN TAX CONSIDERATIONS FOR U.S. RESIDENT HOLDERS
OF DEUTSCHE TELEKOM ADSs AND DEUTSCHE TELEKOM ORDINARY SHARES

     The following is a summary of the material U.S. federal income tax and
German tax considerations related to the acquisition, ownership and disposition
of Deutsche Telekom ADSs or Deutsche Telekom ordinary shares by a holder that is
a resident of the United States for purposes of the income tax convention
between the United States and Germany, which in this document we refer to as the
"Income Tax Treaty", and is fully eligible for benefits under the Income Tax
Treaty. We refer in this document to such holder as a "U.S. resident holder".
The summary does not purport to be a comprehensive description of all of the tax
considerations that may be relevant to any particular investor, including tax
considerations, that arise from rules of general application or that are
generally assumed to be known by investors. In particular, the summary does not
deal with U.S. resident holders that do not hold Deutsche Telekom ADSs or
Deutsche Telekom ordinary shares as capital assets. The summary does not address
the tax treatment of holders that are subject to special rules, such as banks,
insurance companies, dealers in securities or currencies, persons holding
property as part of an integrated investment, including a "straddle", that
includes one or more other positions, persons that own, directly or indirectly,
10% or more of Deutsche Telekom's voting shares and holders whose "functional
currency" is not the U.S. dollar. The summary is based on laws, treaties and
regulatory interpretations in effect on the date hereof, all of which are
subject to change.

     Holders should consult their own advisors regarding the tax consequences of
the acquisition, ownership and disposition of Deutsche Telekom ADSs or Deutsche
Telekom ordinary shares in light of their particular circumstances, including
the effect of any state, local, or other national laws.

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     The beneficial owner of a Deutsche Telekom ADS or Deutsche Telekom ordinary
share generally will be entitled to Income Tax Treaty benefits, and therefore
will be a U.S. resident holder, if it is the following:

        - an individual resident of the United States, a U.S. corporation, or a
          partnership, estate or trust to the extent its income from whatever
          source derived is subject to taxation in the United States in its
          hands or in the hands of its partners or beneficiaries;

        - not also a resident of Germany for German tax purposes; and

        - not subject to an anti-treaty shopping article that applies in limited
          circumstances.

     The Income Tax Treaty benefits discussed below generally are not available
to U.S. taxpayers that hold Deutsche Telekom ADSs or Deutsche Telekom ordinary
shares in connection with the conduct of business through a permanent
establishment, or the performance of personal services through a fixed base, in
Germany. This summary does not discuss the treatment of such holders.

     In general, for U.S. federal income tax purposes and for purposes of the
Income Tax Treaty, beneficial owners of Deutsche Telekom ADSs will be treated as
the beneficial owners of the Deutsche Telekom ordinary shares represented by
those Deutsche Telekom ADSs.

  Dividends


     As described more fully below, dividends paid by German corporations
generally are subject to German withholding tax at an aggregate rate of 21.1%,
consisting of a 20% withholding tax and a 1.1% surcharge. Distributions of
dividends in 2001 out of earnings that accrued prior to the end of the year 2000
will be subject to a withholding tax at a rate of 25% plus a 5.5% solidarity
surcharge thereon.


     Under the Income Tax Treaty, the German withholding tax rate is reduced to
15% of the declared dividend. During the period in which the existing corporate
tax imputation system continues to apply to individuals under German law, U.S.
resident holders are entitled to claim an additional reduction in German
withholding tax equal to 5% of the gross dividend. Accordingly, a U.S. resident
holder would be entitled to receive a refund payment from the German tax
authorities equal to 16.375% of the declared dividend. The Income Tax Treaty
provides that 11.375% of the declared dividend will be treated for U.S. tax
purposes as a reduction in German withholding tax to the generally applicable
Income Tax Treaty rate of 15%, and the remaining 5% of the declared dividend
will be treated as the net amount of an additional dividend of 5.88% of the
declared dividend that has been subject to a 15% German withholding tax.


     As discussed under "-- German Tax Considerations for Non-German Holders of
Deutsche Telekom ADSs and Deutsche Telekom Ordinary Shares -- Taxation of
Dividends," pursuant to the Tax Reduction Act adopted by the German Parliament
on July 14, 2000, the German corporate tax imputation system will be abolished.
Under the Income Tax Treaty, a U.S. resident holder will still be entitled to a
reduction in the German withholding tax rate to 15%. For a declared dividend of
100, a U.S. resident holder would initially receive 78.9 and could claim a
refund from the German tax authorities of 6.1 and would therefore receive a
total cash payment of 85. For U.S. federal income tax purposes, a U.S. resident
holder would be deemed to have received gross dividends of 100.



     As discussed under "-- German Tax Considerations for Non-German Holders of
Deutsche Telekom ADSs and Deutsche Telekom Ordinary Shares -- Taxation of
Dividends," the Tax Reduction Act has, in principle, entered into force on
January 1, 2001. However, transition rules exist under which certain changes
will only become effective in 2002. Dividends paid in 2001 out of earnings that
accrued prior to the end of the year 2000 will still be subject to the corporate
tax imputation system.


     The gross amount of dividends received by a U.S. resident holder, including
the additional dividend associated with the Income Tax Treaty refund and amounts
withheld in respect of German withholding tax, generally will be subject to U.S.
federal income taxation as foreign source dividend income, and will not be
eligible for the dividends received deduction generally allowed to U.S.
corporations. German withholding tax at the 15% rate provided under the Income
Tax Treaty will be treated as a foreign income
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tax that, subject to generally applicable limitations under U.S. tax law, is
eligible for credit against a U.S. resident holder's U.S. federal income tax
liability or, at the holder's election, may be deducted in computing taxable
income. Thus, for a declared dividend of 100, under the current German corporate
tax imputation system, a U.S. resident holder would be deemed to have paid
German taxes of 15.88, but under the Tax Reduction Act, a U.S. resident holder
would be deemed to have paid German taxes of 15. For foreign tax credit
purposes, dividends paid by Deutsche Telekom will be foreign source "passive
income" or, in the case of certain U.S. resident holders, "financial services
income". Foreign tax credits will not be allowed for withholding taxes imposed
in respect of certain short-term or hedged positions in Deutsche Telekom ADSs or
Deutsche Telekom ordinary shares or in respect of arrangements in which a U.S.
resident holder's expected economic profit, after non-U.S. taxes, is
insubstantial. U.S. resident holders should consult their own tax advisors
concerning the implications of these rules in light of their particular
circumstances.

     Dividends paid in non-U.S. currency will be included in the income of a
U.S. resident holder in a U.S. dollar amount calculated by reference to the
exchange rate in effect on the date of receipt by the holder or, in the case of
Deutsche Telekom ADSs, by the depositary bank for the ADSs, regardless of
whether the payment is in fact converted into U.S. dollars. In this document we
refer to the depositary bank as the "Depositary". If dividends paid in foreign
currency are converted into U.S. dollars on the date of receipt, U.S. resident
holders generally should not be required to recognize foreign currency gain or
loss in respect of the dividend income. A U.S. resident holder may be required
to recognize domestic-source foreign currency gain or loss on the receipt of a
refund in respect of German withholding tax to the extent the U.S. dollar value
of the refund differs from the U.S. dollar equivalent of that amount on the date
of receipt of the underlying dividend, but not with respect to the portion of
the Income Tax Treaty refund that is treated as an additional dividend.

  Refund Procedures

     Pursuant to administrative procedures introduced on a trial basis, claims
for refunds payable under the Income Tax Treaty to U.S. resident holders must be
submitted to the German tax authorities by the Depositary collectively on behalf
of all such U.S. resident holders. However, this procedure is not available for
U.S. resident holders entitled to refunds in excess of DM 300 for the calendar
year; such holders must file separate claims. Claims must be filed within four
years of the end of the calendar year in which the dividend was received.

     Details of the collective refund procedure are available from the
Depositary. Individual claims for refunds are made on a special German form,
which must be filed with the German tax authorities: Bundesamt fur Finanzen,
Friedhofstrasse 1, 53221 Bonn, Germany. Copies of the required form may be
obtained from the German tax authorities at the same address or from the Embassy
of the Federal Republic of Germany, 4645 Reservoir Road, N.W., Washington, D.C.
20007-1998.

     As part of the individual refund claim, a U.S. resident holder must submit
to the German tax authorities the original bank voucher, or the certified copy
thereof, issued by the paying entity documenting the tax withheld, and an
official certification on IRS Form 6166 of its last filed U.S. federal income
tax return. IRS Form 6166 may be obtained by filing a request with the Internal
Revenue Service Center in Philadelphia, Pennsylvania, Foreign Certificate
Request, P.O. Box 16347, Philadelphia, PA 19114-0447. Requests for certification
must include the holder's name, Social Security number or Employer
Identification number, tax return form number, and tax period for which the
certification is requested. Requests for certification can include a request to
the IRS to send the certification directly to the German tax authorities. If no
such request is made, the IRS will send a certificate on IRS Form 6166 to the
U.S. resident holder, which then must submit the certification with its claim
for refund.

     Refunds under the Income Tax Treaty are not available in respect of
Deutsche Telekom ADSs or Deutsche Telekom ordinary shares held in connection
with a permanent establishment or fixed base in Germany.

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  Capital Gains

     Under the Income Tax Treaty, a U.S. resident holder will not be subject to
German capital gains tax in respect of a sale or other disposition of Deutsche
Telekom ADSs or Deutsche Telekom ordinary shares unless the Deutsche Telekom
ADSs or Deutsche Telekom ordinary shares were held in connection with a
permanent establishment or fixed base in Germany.

     Gain or loss realized by a U.S. resident holder on the sale or disposition
of Deutsche Telekom ADSs or Deutsche Telekom ordinary shares will be capital
gain or loss, and will be long-term gain or loss if the Deutsche Telekom ADSs or
Deutsche Telekom ordinary shares were held for more than one year. The net
amount of long-term capital gain realized by an individual holder generally is
subject to taxation at a present maximum rate of 20%. A U.S. resident holder's
ability to offset capital losses against ordinary income is subject to
limitations. Deposits and withdrawals of shares in exchange for Deutsche Telekom
ADSs will not result in the realization of gain or loss for U.S. federal income
tax purposes.

  Inheritance and Gift Tax

     Under the current estate, inheritance and gift tax treaty between the
United States and Germany, which in this document we refer to as the "Estate Tax
Treaty", a transfer of Deutsche Telekom ADSs or Deutsche Telekom ordinary shares
by gift or by reason of the death of a U.S. resident holder generally will not
be subject to German gift or inheritance tax unless the donor or transferor, or
the heir, donee or other beneficiary, is domiciled in Germany for purposes of
the Estate Tax Treaty at the time gift was made, or at the time of the donor's
or transferors' death, or the Deutsche Telekom ADSs or Deutsche Telekom ordinary
shares were held in connection with a permanent establishment or fixed base in
Germany.

     The Estate Tax Treaty provides a credit against U.S. federal estate and
gift tax liability for the amount of inheritance and gift tax paid in Germany,
subject to certain limitations, in a case where Deutsche Telekom ADSs or
Deutsche Telekom ordinary shares are subject to German inheritance or gift tax
and U.S. federal estate or gift tax.

  Information Reporting and Backup Withholding

     Dividends on Deutsche Telekom ADSs or Deutsche Telekom ordinary shares, and
payments of the proceeds of a sale of Deutsche Telekom ADSs or Deutsche Telekom
ordinary shares paid within the United States or through certain U.S.-related
financial intermediaries are subject to information reporting and may be subject
to U.S. backup withholding at a 31% rate unless the holder:

          - is a corporation or other exempt recipient; or

          - provides a taxpayer identification number and certifies that no loss
            of exemption from backup withholding has occurred.

     Holders that are not United States persons generally are not subject to
information reporting or backup withholding. However, such a holder may be
required to provide a certification to establish its non-U.S. status in
connection with payments received within the United States or through certain
U.S.-related financial intermediaries.

GERMAN TAX CONSIDERATIONS FOR NON-GERMAN HOLDERS OF DEUTSCHE TELEKOM ADSs AND
DEUTSCHE TELEKOM ORDINARY SHARES

     The following is a brief summary of material German tax considerations for
beneficial owners of Deutsche Telekom ADSs or Deutsche Telekom ordinary shares
that are not German residents for German income tax purposes and do not hold
Deutsche Telekom ADSs or Deutsche Telekom ordinary shares as part of a permanent
establishment or a fixed base in Germany, which in this document we refer to as
"Non-German Holders". This summary is based upon German law and typical tax and
other treaties between Germany and other countries in effect as of the date
hereof and is subject to changes in German law or in such treaties. The
following is not meant to be a comprehensive discussion of all of the German

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tax consequences which may be relevant for Non-German Holders. Prospective
holders of Deutsche Telekom ADSs or Deutsche Telekom ordinary shares should
consult their tax advisors regarding the German federal, state and local tax
consequences of the acquisition, ownership and disposition of Deutsche Telekom
ADSs or Deutsche Telekom ordinary shares in light of their particular
circumstances.

     The following discussion does not purport to be a comprehensive discussion
of all German tax consequences which may be relevant for Non-German Holders.

  Company Taxation in Germany


     In general, German corporations are subject to corporate income tax at a
rate of 40% on non-distributed profits and of 30% on distributed profits. Since
January 1, 1998, the corporate income tax liability has been subject to a 5.5%
solidarity surcharge (Solidaritatszuschlag). This currently results in an
effective aggregate corporate income tax charge of 31.94% on distributed
profits. German resident taxpayers, including foreign investors that hold shares
or ADSs as part of a permanent establishment or a fixed base in Germany, are
entitled to a refundable tax credit in the amount of three-sevenths of the gross
amount before dividend withholding tax of profits distributed, which credit also
reduces the basis for the 5.5% surcharge on the German taxpayer's income tax
liability. That credit or refund is not available to Non-German Holders.


     In addition, German corporations are subject to a profit-related trade tax,
the exact amount of which depends on the municipality in which the corporation
maintains its business establishments. Trade tax is a deductible item in
computing the corporation's tax base for the corporate income tax purposes.

  Taxation of Dividends


     A 20% withholding tax, plus a solidarity surcharge of 5.5 percent thereon
resulting in a withholding tax burden of 21.1, is imposed on gross dividend
distributions by a German corporation. With respect to a Non-German Holder, this
rate may be reduced by a tax treaty applicable to such Non-German Holder. Under
most tax treaties the withholding tax rate is reduced to 15%. The reduction is
granted by way of a refund of the difference between the tax withheld at the
statutory rate of 25% plus the surcharge and the applicable treaty rate upon
application to the German tax authorities (Bundesamt fur Finanzen), located at
Friedhofstrasse 1, 53225 Bonn, Germany. For Non-German Holders of ADSs entitled
to the benefits of the Income Tax Treaty a special refund procedure may apply,
as described under "-- U.S. Federal Income Tax and German Tax Considerations for
U.S. Resident Holders of Deutsche Telekom ADSs and Deutsche Telekom Ordinary
Shares."


     Under the Income Tax Treaty, during the period in which the corporate tax
imputation system continues to apply to individuals under German law, qualifying
U.S. shareholders are entitled to an additional reduction in German tax equal to
5% of the gross amount of the dividend, which is refundable together with the
general treaty refund discussed in the preceding paragraph. Special U.S. tax
rules applicable to this additional refund are discussed under "-- U.S. Federal
Income Tax and German Tax Considerations for U.S. Resident Holders of Deutsche
Telekom ADSs and Deutsche Telekom Ordinary Shares -- Refund Procedures."


  Changes in the German Taxation System



     On July 14, 2000, the German parliament adopted a Tax Reduction Act
(Steuersenkungsgesetz) which, in principle, has entered into force on January 1,
2001. However, transition rules exist under which certain changes will only
become effective in 2002. Pursuant to the Tax Reduction Act, the corporate tax
imputation system will be abolished and the withholding tax and corporate income
tax rates have been reduced effective January 1, 2001. Corporate profits will be
subject to tax separately at corporate and shareholder levels. The corporate
income tax rate will be 25%, plus solidarity surcharge of 1.375%, on distributed
and retained earnings. Dividends received by Non-German Holders will be subject
to withholding tax at a rate of 20%, plus a 5.5% solidarity surcharge resulting
in an effective rate of 21.1%. Distributions of dividends in 2001 out of
earnings that accrued prior to the end of the year 2000 will be

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subject to a withholding tax at a rate of 25% plus a 5.5% solidarity surcharge
thereon. The withholding tax rate for Non-German Holders may be lower under the
provisions of an applicable double tax treaty. The abolishment of the corporate
income tax imputation system will result in U.S. resident holders being subject
to a maximum dividend withholding rate of 15% under the Income Tax Treaty,
without further reduction. Dividends paid in 2001 out of earnings that accrued
prior to the end of the year 2000 will still be subject to the imputation
system.


  Capital Gains

     Under German domestic tax law, gain which Non-German Holders derive from
the sale or other disposition of Deutsche Telekom ADSs or Deutsche Telekom
ordinary shares is not subject to tax in Germany, provided the Non-German Holder
has not held, directly or indirectly, 10% or more of the shares at any time
during the five-year period immediately preceding the disposition. Effective
January 1, 2002, this participation threshold will be reduced to 1% pursuant to
the Tax Reduction Act mentioned above. Most tax treaties concluded by Germany
with other countries, including the Income Tax Treaty, provide that Non-German
Holders resident in the respective treaty state are not subject to German income
tax on such capital gains.

  Inheritance and Gift Tax

     Under German law, German gift or inheritance tax will be imposed on
transfers of shares or ADSs by gift or at death of a Non-German Holder only if:

          - the donor or transferor, or the heir, donee or other beneficiary,
            was domiciled in Germany at the time of the transfer or, with
            respect to German citizens who are not domiciled in Germany, if such
            donor, transferor or beneficiary has not been continuously outside
            of Germany for a period of more than five years or had a residence
            in Germany during such absence; or

          - the Deutsche Telekom ADSs or Deutsche Telekom ordinary shares
            subject to such transfer consist or form part of a portfolio of 10%
            or more of such Deutsche Telekom ADSs or Deutsche Telekom ordinary
            shares held directly or indirectly by the donor or transferor
            himself or together with one or more related persons.

     The few German estate tax treaties currently in force, for example, the
Estate Tax Treaty, usually provide that German gift or inheritance tax may only
be imposed if the first condition above is met or if the ordinary shares or ADSs
were held in connection with a permanent establishment or fixed base in Germany.

  Other Taxes

     No German transfer, stamp or other similar taxes apply to the acquisition,
sale or other disposition of Deutsche Telekom ADSs or Deutsche Telekom ordinary
shares by Non-German Holders.

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                  SUMMARY OF THE DEUTSCHE TELEKOM/VOICESTREAM
                             TRANSACTION DOCUMENTS

THE DEUTSCHE TELEKOM/VOICESTREAM MERGER AGREEMENT


     The following is a summary of the material provisions of the Deutsche
Telekom/VoiceStream merger agreement. This summary is qualified in its entirety
by reference to the Deutsche Telekom/VoiceStream merger agreement, a copy of
which is incorporated by reference and attached as Annex A to this proxy
statement/prospectus. VoiceStream stockholders are urged to read the Deutsche
Telekom/VoiceStream merger agreement in its entirety, as it is the legal
document governing the Deutsche Telekom/VoiceStream merger.


  The Deutsche Telekom/VoiceStream Merger

     A Delaware corporation formed by Deutsche Telekom will merge with and into
VoiceStream and, as a result, VoiceStream will become a wholly-owned subsidiary
of Deutsche Telekom.

  Effective Time and Timing of Closing


     The Deutsche Telekom/VoiceStream merger will be completed and become
effective when VoiceStream files a certificate of merger with the Secretary of
State of the State of Delaware or at such later time as is specified in the
certificate of merger in accordance with Delaware law. We expect the Deutsche
Telekom/VoiceStream merger to become effective on the same day as the closing of
the Deutsche Telekom/VoiceStream merger. The closing of the Deutsche
Telekom/VoiceStream merger will take place on the later of:



     - the fifth business day, or on such other date that Deutsche Telekom and
       VoiceStream may agree, after the conditions to the Deutsche
       Telekom/VoiceStream merger have been satisfied or waived; and



     - May 31, 2001.


     In addition, on the closing date of the Deutsche Telekom/VoiceStream merger
or as soon as possible after the closing date, Deutsche Telekom and VoiceStream
will undertake a number of additional actions, including making filings with
regulatory and stock exchange authorities necessary to permit the issuance of
the Deutsche Telekom/VoiceStream merger consideration.


  Consideration To Be Received in the Deutsche Telekom/VoiceStream Merger



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





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



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IMPORTANT NOTE: Unless the price of Deutsche Telekom shares appreciates
substantially between the date of this document and the election deadline, it is
expected that the cash election will be oversubscribed and therefore be subject
to proration that will result in the receipt of Deutsche Telekom stock and
significantly less cash by VoiceStream stockholders making the cash election.
HOWEVER, STOCKHOLDERS MAKING THE CASH ELECTION WILL RECEIVE AT LEAST AS MUCH
CASH AS THEY WOULD HAVE RECEIVED BY MAKING THE MIXED ELECTION, AND STOCKHOLDERS
SEEKING TO MAXIMIZE THE AMOUNT OF CASH THEY RECEIVE SHOULD MAKE THE CASH
ELECTION.



     You will receive Deutsche Telekom shares in the form of Deutsche Telekom
ADSs, which are traded on the NYSE under the symbol "DT", or, if you prefer, in
the form of Deutsche Telekom ordinary shares, which trade principally on the
Frankfurt Stock Exchange under the symbol "DTE".



     Explanation of Proration.  The total number of Deutsche Telekom shares that
will be issued and the total amount of cash that will be paid to VoiceStream
stockholders in the Deutsche Telekom/VoiceStream merger is 3.2 Deutsche Telekom
shares and $30, respectively, multiplied by the total number of VoiceStream
common shares outstanding immediately prior to completion of the Deutsche
Telekom/VoiceStream merger. The stock and cash elections are subject to
proration to preserve an overall mix of $30 in cash and 3.2 Deutsche Telekom
shares for all of the outstanding VoiceStream common shares taken together.
Therefore, unless the number of stock elections is significantly greater than
the number of cash elections, VoiceStream stockholders making the cash election
will not receive $200 in cash, but instead will receive a mix of cash and stock
calculated to preserve the overall cash and stock mix described above, after
taking into account all of the elections made by all of the VoiceStream
stockholders. In all cases, the cash election will include at least as much cash
as the mixed election. Similarly, if the number of stock elections is
significantly greater than the number of cash elections, VoiceStream
stockholders making the stock election will not receive 3.7647 Deutsche Telekom
shares, but instead will receive a mix of cash and stock calculated to preserve
the overall cash and stock mix described above, after taking into account all of
the elections made by all of the VoiceStream stockholders. In all cases, the
stock election will include at least as much stock as the mixed election.
VoiceStream stockholders who make the mixed election will not be subject to
proration.



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



     We illustrate below how the proration mechanism will be used. For ease of
reference, we refer to the number of Deutsche Telekom shares derived by
multiplying 3.2 and the number of VoiceStream common shares outstanding
immediately prior to the completion of the Deutsche Telekom/VoiceStream merger
as the "Deutsche Telekom share issuance number." Similarly, we refer to the
amount of cash derived by multiplying $30 and the number of VoiceStream common
shares outstanding immediately prior to the completion of the Deutsche
Telekom/VoiceStream merger as the "aggregate cash amount." THE ILLUSTRATION
BELOW ASSUMES THAT NO TAX-RELATED ADJUSTMENT, AS DESCRIBED BELOW, WOULD BE MADE.



     Proration if Too Much Cash Is Elected.  Unless the number of stock
elections is significantly greater than the number of cash elections,
VoiceStream stockholders making the cash election will not receive $200 in cash,
but instead will receive a mix of cash and stock calculated to preserve the
overall cash and stock mix described above in the following way:



     - Step 1. Derive the available cash election amount:  the available cash
      election amount is the aggregate cash amount less the amount of cash to be
      paid in respect of shares as to which a valid mixed election is made.



     - Step 2. Derive the cash election amount:  the cash election amount is the
      product of $200, and the number of VoiceStream common shares as to which a
      valid cash election is made.



     - Step 3. Derive the cash proration factor:  the cash proration factor
      equals the available cash election amount divided by the cash election
      amount.

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     - Step 4. Derive the prorated cash consideration:  each VoiceStream common
      share as to which a valid cash election is made will be converted into the
      right to receive an amount in cash equal to the product of $200 multiplied
      by the cash proration factor.



     - Step 5. Derive the stock consideration:  each VoiceStream common share as
      to which a valid cash election is made will be converted into the right to
      receive a number of Deutsche Telekom ordinary shares equal to the product
      of 3.7647 and the number equal to one minus the cash proration factor.



     Example.  If the cash election of VoiceStream stockholders is
oversubscribed, we would calculate the cash proration factor as illustrated
above. Assuming that the cash proration factor is 0.2, then if you own 100
VoiceStream common shares and make the cash election, you would receive:



     - the amount of cash equal to 0.2 multiplied by $200, multiplied by the
      number of VoiceStream common shares you hold, or 100, for a total of
      $4,000 in cash; and



     - the number of Deutsche Telekom shares equal to 3.7647 multiplied by 0.8,
      multiplied by the number of VoiceStream common shares you hold, or 100,
      for a total of 301 Deutsche Telekom shares (plus cash for .176 of a
      Deutsche Telekom share).



     Proration if Too Many Deutsche Telekom Shares Are Elected.  If the number
of stock elections is significantly greater than the number of cash elections,
VoiceStream stockholders making the stock election will not receive 3.7647
Deutsche Telekom shares, but instead will receive a mix of cash and stock
calculated to preserve the overall cash and stock mix described above in the
following way:



     - Step 1. Derive the available cash election amount:  the available cash
       election amount is the aggregate cash amount less the amount of cash to
       be paid in respect of shares as to which a valid mixed election is made.



     - Step 2. Derive the cash election amount:  the cash election amount is the
       product of $200 and the number of VoiceStream common shares as to which a
       valid cash election is made.



     - Step 3. Derive the excess cash amount:  the excess cash amount is the
       difference between the available cash election amount and the cash
       election amount.



     - Step 4. Derive the prorated cash consideration:  each VoiceStream common
       share as to which a valid stock election is made will receive an amount
       in cash equal to the excess cash amount divided by the number of
       VoiceStream common shares as to which a valid stock election is made.



     - Step 5. Derive the stock proration factor:  the stock proration factor is
       a fraction the numerator of which is $200 minus the per share cash
       consideration calculated in Step 4 and the denominator of which is $200.



     - Step 6. Derive the prorated stock consideration:  each VoiceStream common
       share as to which a valid stock election is made will be converted into
       the right to receive a number of Deutsche Telekom ordinary shares equal
       to the product of 3.7647 and the stock proration factor.



     Example.  If the stock election of VoiceStream stockholders is
oversubscribed, we would calculate the cash consideration as illustrated above.
Assuming that the prorated cash consideration is $20 per share, then the stock
proration factor would be 0.9. If you own 100 VoiceStream shares and make the
stock election under these circumstances, you would receive:



     - $20 multiplied by the number of VoiceStream shares you hold, or 100, for
       a total of $2,000; and



     - the amount of Deutsche Telekom ordinary shares equal to 3.7647 multiplied
       by 0.9, multiplied by the number of VoiceStream common shares you hold,
       or 100, for a total of 338 Deutsche Telekom shares plus cash for .823 of
       a Deutsche Telekom share.



     Explanation of Potential Tax-Related Adjustment to Merger
Consideration.  In order to preserve tax-free treatment of the receipt of
Deutsche Telekom shares by VoiceStream stockholders for U.S. federal income tax
purposes and to permit delivery of the requisite tax opinion pursuant to the


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



     Based on the facts described above, the tax-related adjustment generally
would be triggered if the trading price of the Deutsche Telekom ordinary shares
immediately prior to completion of the Deutsche Telekom/VoiceStream merger were
less than approximately $47.10, but could be triggered at higher trading prices.



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





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




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



     Number of Deutsche Telekom Shares in Lieu of Cash Consideration.  If a
tax-related adjustment is made, then, for purposes of determining the number of
Deutsche Telekom shares to which a holder is entitled in lieu of the amount by
which the cash portion of the Deutsche Telekom/VoiceStream merger consideration
is reduced, the price of Deutsche Telekom ordinary shares is calculated by
taking the volume weighted average trading price in euros of Deutsche Telekom
ordinary shares on the Frankfurt Stock Exchange on seven trading days randomly
selected from the 15 trading days immediately preceding the date the
determination is to be made, converted into U.S. dollars at a fixed exchange
rate of one euro to 0.9216 of a U.S. dollar. If this calculated average price
would otherwise be less than 33 euros, then 33 euros, and not the calculated
average price, will be used. If the calculated average price is less than 33
euros or if the euro depreciates from the fixed exchange rate of one euro to
0.9216 of a U.S. dollar, the aggregate market value of the Deutsche Telekom
shares that VoiceStream stockholders receive to


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compensate for the reduction in cash consideration generally would be less than
the amount by which the cash consideration was reduced to permit delivery of the
required tax opinion. As of February 7, 2001, the euro had appreciated from the
exchange rate of one euro to 0.9216 of a U.S. dollar fixed in the Deutsche
Telekom/VoiceStream merger agreement. See "Exchange Rates." Had the Deutsche
Telekom/ VoiceStream merger closed on February 7, 2001, the value of the
additional Deutsche Telekom shares substituted would have been more than the
amount of the cash reduction.



     Example.  If you own 100 VoiceStream common shares, made a mixed election
and therefore would have otherwise received $30 in cash per share as part of
your merger consideration, you would have received a total of $3,000 and 320
Deutsche Telekom shares, absent the tax-related adjustment. We could be required
to adjust the cash payment to permit delivery of the required tax opinion by
reducing it from $30. In the event the cash payment were reduced to $25, you
then would receive in lieu of the $500, or $5 per VoiceStream common share, that
number of Deutsche Telekom shares equal in value to $500 based on a calculated
average price of the Deutsche Telekom ordinary shares in euros on the Frankfurt
Stock Exchange during a measurement period close to the time the Deutsche
Telekom/VoiceStream merger is completed, converted into dollars at an exchange
rate of one euro to 0.9216 of a U.S. dollar, with cash paid in lieu of
fractional shares. However, if the calculated average price would otherwise be
33 euros or less, the price of a Deutsche Telekom ordinary share will be deemed
to be 33 euros for purposes of the calculation. In addition, the euro to dollar
exchange rate is fixed at one euro to 0.9216 of a U.S. dollar, even if the
exchange rate at the time of the merger is lower than 0.9216. In this example,
if the price of Deutsche Telekom shares is lower than 33 euros at the time of
the merger or if the exchange rate between the euro and U.S. dollar is lower
than the fixed one euro to 0.9216 of a U.S. dollar exchange rate at that time,
the value of Deutsche Telekom shares you receive generally would be less than
the $500 value of the cash tax-related adjustment.



     FOR ILLUSTRATION OF THE APPROXIMATE TOTAL VALUE THAT YOU WOULD RECEIVE FOR
EACH OF YOUR VOICESTREAM COMMON SHARES ASSUMING VARIOUS PRICES OF DEUTSCHE
TELEKOM ORDINARY SHARES AT THE TIME THE DEUTSCHE TELEKOM/VOICESTREAM MERGER IS
COMPLETED, SEE THE ILLUSTRATIVE TABLE ON PAGE 4.



     Other Potential Adjustments.  The amount and form of the Deutsche
Telekom/VoiceStream merger consideration will be adjusted in the event that
before the completion of the Deutsche Telekom/ VoiceStream merger.



     - a reclassification, split-up, stock-split, reverse stock-split, stock
       dividend, stock combination, recapitalization, redenomination of share
       capital, merger or similar transaction or an exchange offer causes a
       change to the Deutsche Telekom ordinary shares outstanding, or the number
       of Deutsche Telekom ordinary shares represented by a Deutsche Telekom ADS
       is changed; or


     - all of the outstanding Deutsche Telekom ordinary shares, or more than 80%
       of the outstanding Deutsche Telekom ordinary shares pursuant to an
       exchange offer for all outstanding Deutsche Telekom shares, are changed
       into or exchanged for a different number or kind of shares of Deutsche
       Telekom, or into shares of another entity owning more than 80% of the
       Deutsche Telekom shares.

     For example, if prior to completion of the Deutsche Telekom/VoiceStream
merger, Deutsche Telekom, in order to facilitate future acquisitions, were to
establish a new German holding company that acquired through an exchange offer
more than 80% of the outstanding Deutsche Telekom shares, holders of VoiceStream
common shares would receive shares of the new holding company instead of
Deutsche Telekom shares in the Deutsche Telekom/VoiceStream merger.

  Treatment of Other Capital Stock, Warrants and Exchange Rights


     2 1/2% Convertible Junior Preferred Shares.  On December 21, 2000, a
subsidiary of Hutchison Whampoa Ltd. converted each 2 1/2% convertible junior
preferred share of VoiceStream, par value $0.001 per share, into VoiceStream
common shares, at the conversion rate of $29 per VoiceStream common share
according to the terms of that series of VoiceStream preferred shares.


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     Omnipoint 7% Convertible Preferred Shares.  At any time on or after May 1,
2001 until the Deutsche Telekom/VoiceStream merger is completed, Deutsche
Telekom may, subject to some restrictions, require VoiceStream to issue a notice
of redemption with respect to all the shares of 7% cumulative convertible
preferred shares, par value $0.001, of Omnipoint. The redemption price will be
the redemption price in effect on the redemption date, as provided by the terms
of that series of preferred shares. If all the 7% convertible preferred shares
have not been redeemed before the Deutsche Telekom/VoiceStream merger is
completed, holders will become entitled, upon conversion of the 7% convertible
preferred shares, to receive from Deutsche Telekom the merger consideration. Any
Deutsche Telekom ordinary shares to which the holders are entitled will be
issued by a special trust established for the benefit of the holders of the 7%
convertible preferred shares, and any cash payment to which the holders are
entitled will be paid by Deutsche Telekom.


     Voting Preferred Shares Issued to Deutsche Telekom.  The VoiceStream voting
preferred shares acquired by Deutsche Telekom under the investment agreements
described under "-- The Deutsche Telekom Investment Agreements" will remain
outstanding and will not be affected by the Deutsche Telekom/VoiceStream merger.


     Omnipoint Warrants.  If any of the warrants granted pursuant to the
Omnipoint remainder warrant certificate have not been exercised before the
Deutsche Telekom/VoiceStream merger is completed the holders of warrants will
become entitled, upon exercise of the warrants, to receive the merger
consideration and any Deutsche Telekom ordinary shares to which the warrant
holder becomes entitled will be issued from a special trust established for the
benefit of the warrant holders and any cash to which the warrant holder becomes
entitled will be paid by Deutsche Telekom. These warrants expire by their terms
on August 2, 2001.



     Cook Inlet Exchange Rights.  In December 2000, Cook Inlet Region, Inc. and
SSPCS Corporation received a total of 7,912,867 VoiceStream common shares as a
result of their or their affiliates' exchange of their interests in certain of
the Cook Inlet Joint Ventures or their affiliates for VoiceStream common shares.



     In addition, Providence Media Partners, L.P., Providence Equity Partners
III, L.P. and Providence Equity Operating Partners III, L.P. have rights to
exchange their interests in affiliates of Cook Inlet VoiceStream PV/SS PCS L.P.
and Cook Inlet/VoiceStream PCS, LLC for VoiceStream common shares. To the extent
that any of the Providence entities have not received VoiceStream common shares
before the Deutsche Telekom/VoiceStream merger is completed in respect of their
exchange rights, those entities will be entitled, upon exchange of their
interests, to receive the consideration that they are entitled to receive
pursuant to their exchange rights.



     Furthermore, VoiceStream and an affiliate of Cook Inlet Region, Inc. have
entered into an exchange rights agreement pursuant to which the affiliate of
Cook Inlet Region, Inc. has certain rights to exchange its membership interest
in Cook Inlet/VS GSM IV PCS Holdings, LLC for 382,657 VoiceStream common shares.
Deutsche Telekom will assume VoiceStream's obligations pursuant to this exchange
rights agreement upon completion of the Deutsche Telekom/VoiceStream merger. In
addition, VoiceStream and an affiliate of Cook Inlet Region, Inc. are currently
negotiating an agreement pursuant to which the parties anticipate that the
affiliate will have certain rights to exchange its membership interest in Cook
Inlet/VS GSM V PCS Holdings, LLC for cash or VoiceStream common shares at
VoiceStream's discretion, provided that if the Deutsche Telekom/VoiceStream
merger is completed prior to the exchange, the exchange will be for cash or
Deutsche Telekom securities at Deutsche Telekom's discretion.



     To the extent that Cook Inlet Region, Inc., SSPCS or the Providence
entities are entitled to receive Deutsche Telekom shares on or after the date
the Deutsche Telekom/VoiceStream merger is completed, the Deutsche Telekom
shares will be delivered from a special trust established for the benefit of
such entities, and any cash to which such entities become entitled will be paid
by Deutsche Telekom.



     The "Cook Inlet Joint Ventures" are Cook Inlet VoiceStream PV/SS PCS, L.P.,
Cook Inlet/VoiceStream PCS, LLC, Cook Inlet/VS GSM II PCS, LLC, Cook Inlet/VS
GSM III PCS, LLC,


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Cook Inlet/VS GSM IV PCS Holdings, LLC and Cook Inlet/VS GSM V PCS Holdings, LLC
and any entity or entities designated as such by Deutsche Telekom and
VoiceStream for purposes of the Deutsche Telekom/VoiceStream merger agreement.


  Election and Exchange of Certificates Representing VoiceStream Common Shares

     Deutsche Telekom will appoint an escrow agent to serve in connection with
the Deutsche Telekom/VoiceStream merger.


     Deutsche Telekom and VoiceStream will use their reasonable best efforts to
mail to each registered holder of VoiceStream common shares, at least 45 days
before the Deutsche Telekom/VoiceStream merger is expected to be completed, an
election form with instructions for making the stock election or the cash
election or for receiving the mixed consideration, and a letter of transmittal
that the holder must properly complete and deliver to the escrow agent with the
holder's VoiceStream share certificates before the election deadline. Any
registered holder of VoiceStream common shares that fails to submit properly
completed election forms or to deliver share certificates before the election
deadline will be deemed to have made a mixed election and will automatically
receive $30 in cash and 3.2 Deutsche Telekom shares, subject to a tax-related
adjustment, when the holder delivers to the escrow agent the holder's
VoiceStream share certificates, together with a properly completed letter of
transmittal.


     The election deadline will be five business days before the Deutsche
Telekom/VoiceStream merger is expected to be completed. Since the actual
election deadline is not yet known, Deutsche Telekom and VoiceStream will use
their best efforts to make a public announcement notifying VoiceStream
stockholders of the election deadline at least five business days before that
deadline. Any holder may revoke in writing that holder's previously submitted
election forms until the election deadline.


     If you own VoiceStream common shares in "street name" through a bank,
broker or other financial institution and wish to make the stock or cash
election, you should seek advice from the financial institution concerning
making such election.


     The escrow agent will exchange VoiceStream share certificates for American
depositary receipts representing Deutsche Telekom ADSs or, if a VoiceStream
stockholder properly elects, certificates representing Deutsche Telekom ordinary
shares. The election forms and the letter of transmittal mailed to VoiceStream
stockholders will contain an "ordinary share election" form that can be used by
a stockholder to elect to receive that stockholder's stock consideration in
Deutsche Telekom ordinary shares.

     After a record holder of VoiceStream common shares delivers certificates
for those shares and a properly completed letter of transmittal to the escrow
agent, the escrow agent will deliver to that holder:


     - the number of whole Deutsche Telekom ADSs or Deutsche Telekom ordinary
       shares included in the Deutsche Telekom/VoiceStream merger consideration
       in respect of those VoiceStream common shares, subject to proration and a
       tax-related adjustment; and


     - a check in the amount, after giving effect to any required tax
       withholdings, of:

        -- any cash consideration payable to that holder; plus

        -- cash in lieu of any fractional interest in Deutsche Telekom ADSs or
           Deutsche Telekom ordinary shares on the terms described below; plus

        -- any cash dividends or other distributions that the holder has the
           right to receive, including dividends or other distributions payable
           with respect to the holders of Deutsche Telekom ADSs or Deutsche
           Telekom ordinary shares with a record date after the completion of
           the Deutsche Telekom/VoiceStream merger and a payment date on or
           before the date the holder properly delivers VoiceStream share
           certificates to the escrow agent.

     The escrow agent will not deliver fractional Deutsche Telekom ADSs or
fractional Deutsche Telekom ordinary shares in connection with the Deutsche
Telekom/VoiceStream merger. Instead, each holder of VoiceStream common shares
exchanged in the Deutsche Telekom/VoiceStream merger that would
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otherwise have received a fraction of a Deutsche Telekom ADS or Deutsche Telekom
ordinary share will be entitled to receive a cash payment representing that
holder's proportionate interest in the net proceeds from the sale by the escrow
agent of the aggregate of the fractions of Deutsche Telekom ADSs and Deutsche
Telekom ordinary shares that would otherwise be issued on the NYSE and the
Frankfurt Stock Exchange, respectively. Deutsche Telekom will pay all
commissions, transfer taxes and out-of-pocket costs, including the expenses and
compensation of the escrow agent, incurred in connection with the sale of the
Deutsche Telekom ADSs and Deutsche Telekom ordinary shares.

     VoiceStream common shares that are surrendered to the escrow agent will be
canceled. No interest will be paid or accrued on any amount payable to holders
of VoiceStream common shares. In addition, no holder of VoiceStream common
shares will receive any dividends or other distributions with respect to
Deutsche Telekom ADSs or Deutsche Telekom ordinary shares to which the holder is
entitled under the Deutsche Telekom/VoiceStream merger agreement until that
holder's VoiceStream share certificate is surrendered to the escrow agent with a
properly completed letter of transmittal.

     If any Deutsche Telekom ADSs or Deutsche Telekom ordinary shares are to be
delivered to a person other than the registered holder of the VoiceStream common
shares represented by the VoiceStream share certificates surrendered to the
escrow agent:

     - such VoiceStream share certificates must be properly endorsed or
       otherwise be in proper form for transfer; and

     - the person requesting delivery must pay to the escrow agent any transfer
       or other taxes required as a result of delivery to a person other than
       the registered holder, or establish, to the satisfaction of the escrow
       agent, that the tax has been paid or is not payable.


     Under the Deutsche Telekom/VoiceStream merger agreement, VoiceStream may
declare and pay before the completion of the Deutsche Telekom/VoiceStream merger
a stock dividend of 0.0075 of a VoiceStream common share for each VoiceStream
common share outstanding. If the payment of this dividend is made after the
election deadline, any VoiceStream common shares issued pursuant to this
dividend generally will be deemed to be subject to the same election as was made
by the holder with respect to a majority of the holder's VoiceStream common
shares. The conversion or exercise terms of VoiceStream's and its subsidiaries'
options, warrants, preferred securities or other rights or securities
convertible into VoiceStream common shares will be adjusted to reflect the
dividend in accordance with the terms of the documents governing those
securities.


  Treatment of Options and Restricted Stock

     VoiceStream Options.  If the Deutsche Telekom/VoiceStream merger is
completed, each outstanding VoiceStream stock option will be converted into an
option to acquire, from a trust established for the benefit of holders of
VoiceStream stock options, 3.7647 Deutsche Telekom ordinary shares for each
VoiceStream common share subject to that VoiceStream option rounded if necessary
to the nearest whole Deutsche Telekom ordinary share. The exercise price per
Deutsche Telekom ordinary share for each of these options will be the exercise
price per VoiceStream common share applicable to that option before completion
of the Deutsche Telekom/VoiceStream merger divided by 3.7647. The replacement
options generally will have the same terms and conditions as were applicable
under VoiceStream option plans.

     VoiceStream Restricted Shares.  If the Deutsche Telekom/VoiceStream merger
is completed, each outstanding VoiceStream restricted share will be converted
into a right to receive, from a trust established for the benefit of holders of
VoiceStream restricted shares, 3.7647 Deutsche Telekom shares. The Deutsche
Telekom ordinary shares issued to the former holders of VoiceStream restricted
shares will have the same terms and conditions and be subject to the same
vesting provisions as were applicable under the VoiceStream restricted share
award plans.

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  Dissenting Shares

     If appraisal rights for any VoiceStream shares are perfected by any
stockholder, then those shares will be treated as described under "The Deutsche
Telekom/VoiceStream Merger -- Appraisal Rights."

  Representations and Warranties

     The Deutsche Telekom/VoiceStream merger agreement contains a number of
representations and warranties made by VoiceStream and Deutsche Telekom to each
other, including those regarding:

     - due organization, good standing and qualification;

     - capital structure;

     - corporate authority to enter into the Deutsche Telekom/VoiceStream merger
       agreement and lack of conflicts with corporate governance documents,
       contracts or laws;

     - governmental filings;

     - accuracy of SEC reports, financial statements and information provided to
       the other party;

     - absence of certain material changes or events since December 31, 1999;

     - absence of undisclosed liabilities and pending litigation;

     - compliance with laws;

     - permits and licenses;

     - finders or brokers fees;

     - tax matters, including the absence of facts inconsistent with the
       qualification of the Deutsche Telekom/VoiceStream merger as a
       reorganization under Section 368(a) of the U.S. tax code, or that would
       cause a stockholder of VoiceStream to recognize gain pursuant to Section
       367(a) of the U.S. tax code;

     In addition, VoiceStream made representations and warranties to Deutsche
Telekom as to:

     - employee benefit plans;

     - labor matters;

     - the receipt of a fairness opinion from a financial advisor; and

     - intellectual property.

     In addition, the Deutsche Telekom/VoiceStream merger agreement contains
representations and warranties made by merger subsidiary to VoiceStream
regarding some of the above matters.

  Conduct of Business Pending the Deutsche Telekom/VoiceStream Merger

     Covenants of VoiceStream.  VoiceStream has agreed that, until the Deutsche
Telekom/VoiceStream merger is completed, it will carry on its and its
subsidiaries' business in the ordinary course. VoiceStream also has agreed that,
until the Deutsche Telekom/VoiceStream merger is completed, it will use
commercially reasonable efforts to preserve substantially intact its business
organizations, keep available the services of those of its officers, employees
and consultants who are integral to the business and maintain its existing
relations and goodwill with customers, suppliers and others with whom it does
business.

     In addition, VoiceStream has agreed that before the Deutsche
Telekom/VoiceStream merger is completed it will not take the actions listed in
the Deutsche Telekom/VoiceStream merger agreement,

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which includes the following actions, without Deutsche Telekom's prior written
consent, except under limited circumstances specified in the Deutsche
Telekom/VoiceStream merger agreement:

     - issue any new shares of capital stock or any options or other rights to
       acquire those shares;

     - split, combine or reclassify any of its outstanding capital shares;

     - declare or pay dividends or distributions with respect to VoiceStream
       common shares;

     - redeem, purchase or otherwise acquire any shares of VoiceStream capital
       stock;

     - make capital expenditures in excess of the aggregate annual amount
       contained in VoiceStream's business plan for the year 2000;

     - incur material indebtedness;

     - grant severance or termination pay, stay bonus, or other incentive
       arrangements;

     - except in the ordinary course of business, make any payments under any
       VoiceStream employee benefit plans to any director or officer of, or
       independent contractor or consultant to, VoiceStream or any of its
       subsidiaries;


     - enter into or amend any employment or consulting agreement of the type
       that would require disclosure to Deutsche Telekom pursuant to the
       representations VoiceStream made in the Deutsche Telekom/VoiceStream
       merger agreement concerning employee benefits-related matters;


     - grant new awards under an existing VoiceStream benefit plan, except in
       the ordinary course of business, or grant new equity-based rights;

     - file material amended tax returns or settle material tax audits or other
       material tax proceedings;

     - change in any respect its method of tax accounting or tax practice or its
       accounting policies or modify any actuarial cost method or practice used
       in determining costs and obligations for any VoiceStream benefit plans,
       except as required by U.S. GAAP and except as would not have a material
       adverse effect on VoiceStream;

     - take any action that would materially impair or delay the obtaining of
       the necessary regulatory approvals to complete the Deutsche
       Telekom/VoiceStream merger;

     - take any action that would:

        -- prevent or impede the Deutsche Telekom/VoiceStream merger from
           qualifying as a reorganization within the meaning of Section 368(a)
           of the U.S. tax code; or

        -- cause VoiceStream stockholders to recognize gain in the Deutsche
           Telekom/VoiceStream merger under Section 367(a)(1) of the U.S. tax
           code;

     - take any action that would cause the VoiceStream common shares to cease
       to be quoted on the Nasdaq Stock Market;

     - except as may be required by the terms of any existing VoiceStream award
       agreement, accelerate the vesting or payment of any equity or
       equity-based award;

     - materially increase the compensation payable to an officer or director;

     - agree to enter into a merger or similar business combination as a result
       of which VoiceStream stockholders will receive consideration in exchange
       for their shares; and

     - authorize or enter into a material joint venture or an agreement that has
       a non-competition provision applicable to the business of VoiceStream or
       its subsidiaries, other than agreements that do not affect VoiceStream's
       business outside the United States and that are in the ordinary course,
       consistent with past practice in respect of certain VoiceStream joint
       ventures.

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     Acquisitions by VoiceStream.  VoiceStream generally has agreed that, until
the Deutsche Telekom/VoiceStream merger is completed, it and its subsidiaries
will not engage in an acquisition transaction, including any acquisitions of
additional FCC licenses or increase an investment in another entity, with three
significant exceptions:

     - VoiceStream is permitted to swap or exchange any of its property for
       similar property of substantially equivalent value, subject to specified
       limitations;

     - VoiceStream is permitted to make acquisitions of up to $750 million,
       including assumptions of debt, without Deutsche Telekom's consent as long
       as the consideration paid in any single acquisition does not exceed $500
       million, including assumptions of debt, and does not include any
       VoiceStream shares; and

     - VoiceStream may make any other acquisition, and the acquisition may
       include VoiceStream shares as part of the consideration paid, as long as
       the acquisition is approved in advance by an acquisition committee
       established under the Deutsche Telekom/VoiceStream merger agreement.

     In addition, if VoiceStream chooses to participate in any auction of FCC
licenses or spectrum rights, VoiceStream and Deutsche Telekom have agreed to
cooperate in accordance with specific procedures to agree upon maximum amounts
that VoiceStream may bid in the auction. If the acquisition committee denies its
consent to an acquisition proposed by VoiceStream, or VoiceStream and the
acquisition committee fail to agree upon maximum bids for a license or spectrum
auction prior to the tenth business day preceding the scheduled auction date,
then the parties have agreed that any officer, director, stockholder or
affiliate of VoiceStream, or any combination of them, may make such acquisition
or participate in such auction for his, her, its or their own account.

     Dispositions by VoiceStream.  VoiceStream generally has agreed that, until
the Deutsche Telekom/VoiceStream merger is completed, it and its subsidiaries
will not sell or dispose of any of their assets, with three significant
exceptions:

     - VoiceStream may swap or exchange any of its property for similar property
       of substantially equivalent value, subject to specified limitations;

     - VoiceStream may sell or dispose of assets in the ordinary course of
       business consistent with past practice; and

     - VoiceStream may sell or dispose of assets as may be required by law or
       any governmental or regulatory authority as necessary to enable or
       facilitate completion of the Deutsche Telekom/VoiceStream merger.

     Covenants of Deutsche Telekom.  Except as contemplated by the Deutsche
Telekom/VoiceStream merger agreement, Deutsche Telekom has agreed that, before
the Deutsche Telekom/VoiceStream merger is completed, Deutsche Telekom and its
subsidiaries will not take the actions listed in the Deutsche
Telekom/VoiceStream merger agreement, which includes the following actions,
without VoiceStream's prior written consent:

     - except for the purpose of using or increasing Deutsche Telekom's
       authorized capital or as necessary for the conduct of its business, amend
       or propose to amend the memorandum and articles of association or
       management board rules of procedure or other comparable organizational
       document of Deutsche Telekom in any manner that would be adverse to
       VoiceStream or its stockholders;

     - declare or pay dividends payable in cash, stock, property or otherwise
       with respect to Deutsche Telekom capital stock, except for regular annual
       cash dividends in a manner consistent with past practice;

     - repurchase, redeem or otherwise acquire any shares of its capital stock
       or any securities convertible or exercisable for or into shares of its
       capital stock, except for repurchases, redemptions or acquisitions not
       exceeding 10% of the total number of Deutsche Telekom ordinary shares
       outstanding;

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     - reclassify, recapitalize, restructure or engage in a similar transaction
       that results in the direct or indirect receipt by holders of Deutsche
       Telekom ordinary shares of any assets, property or cash for Deutsche
       Telekom ordinary shares;


     - take action that would be reasonably likely to prevent or impede the
       Deutsche Telekom/VoiceStream merger from qualifying as a reorganization
       within the meaning of Section 368(a) of the U.S. tax code or cause
       VoiceStream stockholders to recognize gain under Section 367(a)(1) of the
       U.S. tax code in the Deutsche Telekom/VoiceStream merger; and

     - take action that would materially impair or delay the obtaining of the
       necessary regulatory approvals to complete the Deutsche
       Telekom/VoiceStream merger.

      - Important Exception:  Deutsche Telekom may make acquisitions as long as
        the acquisitions, individually or in the aggregate, are not reasonably
        likely to prevent the completion of the Deutsche Telekom/VoiceStream
        merger.

  Offers for Alternative Transactions

     VoiceStream has agreed not to, has agreed not to authorize its officers,
directors or employees to, and has agreed to use its reasonable efforts to cause
its advisors and representatives not to:

     - solicit, initiate or knowingly encourage, or knowingly take any other
       action designed to facilitate, any alternative transaction, which we
       define below, to the Deutsche Telekom/VoiceStream merger; or

     - participate in any substantive discussions or negotiations regarding any
       alternative transaction to the Deutsche Telekom/VoiceStream merger.


     However, if at any time before VoiceStream stockholders approve the
Deutsche Telekom/VoiceStream merger, VoiceStream receives an unsolicited
proposal for an alternative transaction, then VoiceStream may, after giving
Deutsche Telekom 48 hours advance notice:


     - furnish information with respect to VoiceStream pursuant to a
       confidentiality agreement substantially similar to the confidentiality
       agreement in place between VoiceStream and Deutsche Telekom; and

     - engage in discussions and negotiations with the persons that made such
       proposal,

but only if:

     - the VoiceStream board of directors has determined in good faith that
       providing information to the third party or participating in negotiations
       or discussions could be reasonably expected to result in a superior
       proposal, which we define below, being made; and

     - VoiceStream is not otherwise in breach of its obligations described above
       not to solicit or engage in discussions regarding an alternative
       transaction.


     In the Deutsche Telekom/VoiceStream merger agreement, "alternative
transaction" means any of the following:


     - a transaction or series of transactions in which any third party would
       acquire, directly or indirectly, beneficial ownership of more than 20% of
       the outstanding VoiceStream shares;

     - any acquisition of or business combination with VoiceStream or any of its
       significant subsidiaries by a merger or other business combination, other
       than any transaction that would be permitted under the Deutsche
       Telekom/VoiceStream merger agreement; or

     - any transaction in which any third party would acquire, directly or
       indirectly, control of assets of VoiceStream or any of its subsidiaries
       for consideration equal to 20% or more of the fair market value of all of
       the outstanding VoiceStream common shares.

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     In the Deutsche Telekom/VoiceStream merger agreement, "superior proposal"
means any proposal made by a third party to enter into an alternative
transaction which the VoiceStream board of directors determines in its good
faith judgment to be more favorable to VoiceStream's stockholders than the
Deutsche Telekom/VoiceStream merger.


     VoiceStream also has agreed to notify Deutsche Telekom promptly of any
request for information or of any proposal in connection with an alternative
transaction, including the material terms of the request or proposal and the
identity of the person making it, and VoiceStream has agreed to keep Deutsche
Telekom informed of the status of any alternative transaction. In addition,
VoiceStream agreed to cease any solicitations, discussions or negotiations that
existed at the time the Deutsche Telekom/VoiceStream merger agreement was
signed.

  VoiceStream Board of Directors' Recommendation

     The Deutsche Telekom/VoiceStream merger agreement requires the VoiceStream
board of directors:

     - to recommend that the VoiceStream stockholders approve the Deutsche
       Telekom/VoiceStream merger agreement;

     - not to withdraw, modify or qualify, or to propose publicly to withdraw,
       modify or qualify, its recommendation in a manner adverse to Deutsche
       Telekom;

     - not to approve or recommend, or to propose publicly to approve or
       recommend, any alternative transaction; and

     - not to cause VoiceStream to agree to engage in any alternative
       transactions.

     However, if the VoiceStream board of directors receives a superior proposal
before VoiceStream stockholders approve the Deutsche Telekom/VoiceStream merger,
the VoiceStream board of directors may inform VoiceStream stockholders that it
no longer recommends approval of the Deutsche Telekom/VoiceStream merger, if:

     - VoiceStream sends Deutsche Telekom written notice that VoiceStream has
       received a superior proposal, which notice describes the terms of the
       superior proposal and identifies the proposer, and that VoiceStream
       intends to change its recommendation regarding the Deutsche Telekom/
       VoiceStream merger; and

     - two business days have passed since Deutsche Telekom received the notice.
       In addition, during those two business days, VoiceStream must give
       Deutsche Telekom reasonable opportunity to make adjustments in the terms
       of the Deutsche Telekom/VoiceStream merger agreement that would enable
       the VoiceStream board of directors to maintain its recommendation to
       approve the Deutsche Telekom/VoiceStream merger.

     The Deutsche Telekom/VoiceStream merger agreement also permits VoiceStream
to comply with Rule 14d-9 or Rule 14e-2(a) under the Exchange Act or to make any
other disclosure to VoiceStream stockholders if, in the good faith judgment of
the VoiceStream board of directors, after receipt of advice from outside
counsel, failure to disclose would result in a reasonable likelihood that the
VoiceStream board of directors would breach its duties to VoiceStream
stockholders under applicable law.

     Submission of Deutsche Telekom/VoiceStream Merger Agreement to Stockholder
Vote.  The Deutsche Telekom/VoiceStream merger agreement requires VoiceStream to
submit the Deutsche Telekom/VoiceStream merger agreement to a stockholder vote
at the VoiceStream special meeting even if the VoiceStream board of directors no
longer recommends approval of the Deutsche Telekom/VoiceStream merger.

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  Additional Agreements

     The Deutsche Telekom/VoiceStream merger agreement contains a number of
other covenants and agreements by or between VoiceStream and Deutsche Telekom on
subjects, including:

     - filing accurate financial statements with the SEC;

     - notifying the other party of the occurrence of material facts, events or
       circumstances;


     - using reasonable best efforts to obtain necessary tax opinions and
       representation letters; and



     - using reasonable best efforts to cause the Deutsche Telekom/VoiceStream
       merger to qualify as a reorganization within the meaning of Section
       368(a) of the U.S. tax code and to avoid gain recognition to VoiceStream
       shareholders in the Deutsche Telekom/VoiceStream merger under Section
       367(a)(1) of the U.S. tax code.



     In addition, Deutsche Telekom has agreed to take all steps necessary to
cause the new Deutsche Telekom ADSs and the Deutsche Telekom ordinary shares to
become listed on the Frankfurt Stock Exchange and the NYSE, respectively.


  VoiceStream's Nominations to Deutsche Telekom Organizational Bodies

     Deutsche Telekom has agreed that, after the Deutsche Telekom/VoiceStream
merger is completed, it will use all reasonable efforts to recommend to the
Deutsche Telekom shareholders and the Deutsche Telekom organizational bodies
that one current member of the Deutsche Telekom supervisory board be replaced by
a person nominated by VoiceStream. Deutsche Telekom has agreed that, after the
Deutsche Telekom/VoiceStream merger is completed, it will use all reasonable
efforts to cause its T-Mobile subsidiary to recommend to the shareholders and
organizational bodies of T-Mobile that one VoiceStream nominee be appointed or
elected to each of the T-Mobile management board, T-Mobile supervisory board and
the T-Mobile executive committee. It is currently contemplated that Mr. John W.
Stanton, the Chief Executive Officer of VoiceStream, would be the nominee
appointed to the T-Mobile International management board.

     The VoiceStream nominees will be selected in consultation with Deutsche
Telekom and must be reasonably acceptable to Deutsche Telekom.

  Efforts to Complete the Deutsche Telekom/VoiceStream Merger

     VoiceStream and Deutsche Telekom have agreed:

     - to take or cause to be taken all actions and to do or cause to be done
       all things necessary, proper or advisable to complete the Deutsche
       Telekom/VoiceStream merger and to permit the issuance of the Deutsche
       Telekom/VoiceStream merger consideration under German law and the rules
       of the Frankfurt Stock Exchange;

     - to obtain in a timely manner all necessary consents, permits, approvals
       or waivers from any governmental or regulatory authority which are
       necessary for the completion of the Deutsche Telekom/VoiceStream merger;

     - to promptly prepare and file all required notifications under U.S. and
       European Union antitrust laws and to comply with any requests for
       additional information, and obtain termination of any applicable waiting
       periods or obtain any required approvals as promptly as practicable; and

     - to take all actions within its control necessary to obtain any required
       regulatory approvals (which the Deutsche Telekom/VoiceStream merger
       agreement limits principally to any required FCC approval, antitrust
       clearances and clearances under the Exon-Florio Defense Protection Act of
       1956).

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     Important Exception:  Neither VoiceStream nor Deutsche Telekom is required
to take any of the actions described above that would result in a "burdensome
condition." The meaning of "burdensome condition" is explained under
"-- Important Definitions."

  Indemnification and Insurance

     For a period of six years after the Deutsche Telekom/VoiceStream merger is
completed, the surviving corporation of the Deutsche Telekom/VoiceStream merger
is required by the Deutsche Telekom/VoiceStream merger agreement to:

     - maintain in effect the current arrangements regarding indemnification of
       officers and directors of VoiceStream and each of its subsidiaries;

     - indemnify the directors and officers of VoiceStream to the fullest extent
       to which VoiceStream is permitted to indemnify those officers and
       directors under its charter and bylaws and applicable law; and

     - maintain VoiceStream's current policies of directors' and officers'
       insurance with respect to claims arising from facts or events which
       occurred on or before the completion of the Deutsche Telekom/VoiceStream
       merger, except that the surviving corporation may substitute policies of
       at least the same coverage and amounts.

     However, during that six-year period, the surviving corporation is not
required to expend in any year an amount in excess of 250% of the annual
aggregate premiums currently paid by VoiceStream for such coverage. If the
aggregate expenditure on coverage exceeds that amount, Deutsche Telekom has
agreed that the surviving corporation will use its best efforts to obtain as
much insurance as can be obtained for that amount.

     In addition, after the completion of the Deutsche Telekom/VoiceStream
merger both Deutsche Telekom and the surviving corporation will indemnify each
present and former director, officer, employee and agent of VoiceStream or any
of its subsidiaries against any costs or expenses arising prior to the
completion of the Deutsche Telekom/VoiceStream merger and will also pay each
indemnified party's out-of-pocket expenses incurred in connection with any
indemnifiable claim.

  Employee Benefits

     Following the completion of the Deutsche Telekom/VoiceStream merger,
Deutsche Telekom will cause the surviving corporation or its successor to honor
all VoiceStream employee benefit plans and compensation arrangements and
agreements in accordance with their terms as in effect immediately before the
Deutsche Telekom/VoiceStream merger is completed. In addition, Deutsche Telekom
has agreed that for a period of not less than two years following the completion
of the Deutsche Telekom/VoiceStream merger, the current and former employees of
VoiceStream and its subsidiaries will be provided with compensation, severance
and employee benefits that are not less favorable in the aggregate than those
provided to VoiceStream's employees immediately before the completion of the
Deutsche Telekom/ VoiceStream merger. Discretionary equity and equity-based
awards will remain discretionary.

     Following the completion of the Deutsche Telekom/VoiceStream merger, each
current and former employee of VoiceStream and its subsidiaries will be
immediately eligible to participate in any new Deutsche Telekom employee benefit
plan, to the extent that such plan replaces coverage under a comparable
VoiceStream employee benefit plan or compensation agreement or arrangement in
which the employee participated immediately before the completion of the
Deutsche Telekom/VoiceStream merger. The Deutsche Telekom/VoiceStream merger
agreement also specifies the treatment of pre-existing conditions, deductibles
and service credit with respect to current and former employees of VoiceStream
under any benefit plans of Deutsche Telekom or its subsidiaries that any current
or former employees of VoiceStream participate in after completion of the
Deutsche Telekom/VoiceStream merger.

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     Pursuant to the Deutsche Telekom/VoiceStream merger agreement, Deutsche
Telekom and VoiceStream have entered into a retention agreement pursuant to
which Deutsche Telekom has agreed that, in connection with the Deutsche
Telekom/VoiceStream merger, Deutsche Telekom will amend and convert the
VoiceStream Management Incentive Stock Option Plan to permit the issuance after
completion of the merger of options to purchase Deutsche Telekom ordinary shares
to management employees and key personnel of VoiceStream. In order to effectuate
the conversion, Deutsche Telekom will establish a trust and deliver to the trust
8 million Deutsche Telekom ordinary shares to be used to satisfy the obligations
upon exercise of any retention options. During the period from the date of
completion of the Deutsche Telekom/ VoiceStream merger through December 31,
2004, Deutsche Telekom will cause the trust to issue retention options to
management employees and key personnel of VoiceStream substantially on terms set
forth in the VoiceStream Management Incentive Stock Option Plan, as amended from
time to time by Deutsche Telekom.



     Additionally, Deutsche Telekom and VoiceStream have agreed that VoiceStream
shall offer to 31 management personnel, who now hold, in the aggregate, unvested
options to acquire 574,368 VoiceStream common shares, and which options provide
for vesting upon a change of control of VoiceStream, which for a significant
portion of the options would occur upon approval by VoiceStream stockholders of
the Deutsche Telekom/VoiceStream merger, an opportunity to receive additional
options in an amount equal to, and on the same terms and conditions, including
exercise price, as, their existing unvested options if they agree to waive the
change of control vesting provisions of their existing options. If all such
persons accept the offer, options to acquire an aggregate of an additional
574,368 shares of VoiceStream common shares would be issued.


     Prior to completion of the Deutsche Telekom/VoiceStream merger, VoiceStream
may implement a stay bonus plan for management, which is described under "The
Deutsche Telekom/VoiceStream Merger -- Interests of Directors and Officers of
VoiceStream in the Deutsche Telekom/VoiceStream Merger -- Stay Bonus Plan."

  Closing Conditions

     Conditions to Each Party's Obligations to Complete the Deutsche
Telekom/VoiceStream Merger. VoiceStream's and Deutsche Telekom's respective
obligations to complete the Deutsche Telekom/VoiceStream merger are subject to
the satisfaction or waiver of conditions, including the following:

     - Stockholder Approval.  The holders of a majority of the voting power of
       the VoiceStream common shares and voting preferred shares, voting
       together as a single class, having approved and adopted the Deutsche
       Telekom/VoiceStream merger agreement.

     - Legality.  The absence of any law, order or injunction enacted or entered
       by any governmental or regulatory authority having the effect of making
       the Deutsche Telekom/VoiceStream merger illegal or otherwise prohibiting
       the completion of the Deutsche Telekom/VoiceStream merger.

     - Registration Statement Effective.  No stop order suspending the
       effectiveness of the Form F-4 registration statement or the proxy
       statement/prospectus then being in effect and no proceedings for that
       purpose then being threatened by the SEC or having been initiated by the
       SEC and not being concluded or withdrawn.

     - Stock Exchange Listings.

        -- All steps necessary for the Deutsche Telekom ordinary shares that
           will be issued in the Deutsche Telekom/VoiceStream merger to be
           listed on the Frankfurt Stock Exchange having been taken; and

        -- The Deutsche Telekom ADSs that will be issued in the Deutsche
           Telekom/VoiceStream merger having been authorized for listing on the
           NYSE, subject to official notice of issuance.

     - Required Regulatory Approvals.  Without subjecting VoiceStream or
       Deutsche Telekom to any "burdensome condition" described under
       "-- Important Definitions," all required regulatory
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       approvals having been obtained and all applicable waiting periods having
       expired, as described under "Regulatory Approvals -- Regulatory Approvals
       Required for the Deutsche Telekom/VoiceStream Merger and the Deutsche
       Telekom/Powertel Merger."

     Additional Conditions to the Obligations of VoiceStream.  The obligations
of VoiceStream to effect the Deutsche Telekom/VoiceStream merger are also
subject to the satisfaction, or waiver by VoiceStream, of conditions, including
the following:

     - Representations and Warranties True and Correct.

        -- Deutsche Telekom's representation that, since December 31, 1999,
           there has not been any material adverse effect on Deutsche Telekom,
           will have been true and correct when the Deutsche Telekom/VoiceStream
           merger agreement was entered into and as of the date the Deutsche
           Telekom/VoiceStream merger is completed; and

        -- other representations and warranties of Deutsche Telekom and merger
           subsidiary in the Deutsche Telekom/VoiceStream merger agreement
           having been true and correct with respect to Deutsche Telekom, when
           the Deutsche Telekom/VoiceStream merger agreement was entered into
           and with respect to merger subsidiary when it was amended and
           restated and with respect to Deutsche Telekom and merger subsidiary
           as of the date the Deutsche Telekom/VoiceStream merger is completed,
           except to the extent that any representation or warranty expressly
           speaks as of an earlier date, in which case that representation or
           warranty having been true and correct as of that date,

          (a) except for inaccuracies caused by changes permitted by the
              Deutsche Telekom/VoiceStream merger agreement; and

          (b) except for such failures which in the aggregate would not
              reasonably be expected to result in a material adverse effect on
              Deutsche Telekom.

     - Compliance with Covenants.  Deutsche Telekom having complied in all
       material respects with all its agreements and covenants required by the
       Deutsche Telekom/VoiceStream merger agreement to be complied with by the
       completion of the Deutsche Telekom/VoiceStream merger.

     - Receipt of Tax Opinion.  VoiceStream having received an opinion of Jones,
       Day, Reavis & Pogue and/or Wachtell, Lipton, Rosen & Katz substantially
       to the effect that for U.S. federal income tax purposes:

        -- the Deutsche Telekom/VoiceStream merger will qualify as a
           reorganization within the meaning of Section 368(a) of the U.S. tax
           code; and

        -- each transfer of property to Deutsche Telekom by a stockholder of
           VoiceStream pursuant to the Deutsche Telekom/VoiceStream merger will
           not be subject to Section 367(a)(1) of the U.S. tax code.

     Additional Conditions to the Obligations of Deutsche Telekom.  The
obligations of Deutsche Telekom to effect the Deutsche Telekom/VoiceStream
merger are also subject to the satisfaction, or waiver by Deutsche Telekom, of
conditions, including the following:

     - Representations and Warranties True and Correct.


        -- VoiceStream's representation that, since December 31, 1999, there has
           not been any material adverse effect on VoiceStream having been true
           and correct when the Deutsche Telekom/VoiceStream merger agreement
           was entered into and as of the "bringdown date", which is the date,
           at least five business days after the last closing condition has been
           fulfilled or waived, on which VoiceStream delivers a certificate
           relating to the accuracy of VoiceStream's representations and
           warranties; and


        --  other representations and warranties of VoiceStream in the Deutsche
            Telekom/VoiceStream merger agreement having been true and correct
            when the Deutsche Telekom/VoiceStream
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   158


            merger agreement was entered into and as of the bringdown date
            (except to the extent that any representation or warranty expressly
            speaks as of an earlier or a later date, in which case that
            representation or warranty having been true and correct as of that
            date)


           (1) except for inaccuracies caused by changes permitted by the
               Deutsche Telekom/VoiceStream merger agreement; and

           (2) except for such failures which in the aggregate would not
               reasonably be expected to result in a material adverse effect on
               VoiceStream.

     - Compliance with Covenants.  VoiceStream having complied in all material
       respects with all its agreements and covenants required by the Deutsche
       Telekom/VoiceStream merger agreement to be complied with by the time the
       Deutsche Telekom/VoiceStream merger is completed.

     Waiver of Conditions.  In the event VoiceStream waives a material condition
to the Deutsche Telekom/VoiceStream merger, VoiceStream will, if legally
required, resolicit approval of its stockholders.

  Termination and Termination Fee


     Right to Terminate.  The Deutsche Telekom/VoiceStream merger agreement may
be terminated at any time before the completion of the Deutsche
Telekom/VoiceStream merger in any of the following ways:


     - by mutual written consent;

     - by either Deutsche Telekom and VoiceStream:

        -- if the Deutsche Telekom/VoiceStream merger is permanently restrained,
           enjoined or otherwise prohibited by a governmental order, decree,
           ruling or other action, and the order, decree, ruling or other action
           has become final and nonappealable;

        -- if in connection with the grant of a requisite regulatory approval, a
           burdensome condition is imposed and the ruling imposing the condition
           has become final and nonappealable. The meaning of "burdensome
           condition" is explained under "-- Important Definitions;"


        -- at any time that is not less than 15 days after any statute, rule,
           decree or injunction has been enacted, entered, promulgated or
           enforced by any governmental or regulatory authority, other than a
           court, that has the effect of making any of the conditions to closing
           described under "-- Closing Conditions -- Conditions to Each Party's
           Obligations to Complete the Deutsche Telekom/VoiceStream
           Merger -- Legality" and "-- Closing Conditions -- Conditions to Each
           Party's Obligations to Complete the Deutsche Telekom/VoiceStream
           Merger -- Required Regulatory Approvals" incapable of being satisfied
           by September 30, 2001, in the case of a termination by VoiceStream,
           or December 31, 2001, in the case of a termination by Deutsche
           Telekom; or


        -- if VoiceStream's stockholders fail to approve the Deutsche
           Telekom/VoiceStream merger at the VoiceStream special meeting.

     - by VoiceStream:

        -- if the Deutsche Telekom/VoiceStream merger is not completed by
           September 30, 2001, unless VoiceStream's failure to fulfill its
           obligations under the Deutsche Telekom/VoiceStream merger agreement
           caused the delay, or if any of the conditions to VoiceStream's
           obligation to complete the Deutsche Telekom/VoiceStream merger
           becomes incapable of being satisfied before that date;

        -- if Deutsche Telekom breaches or fails to perform any of its
           representations or covenants in any material respect and the breach
           or failure cannot be cured by Deutsche Telekom before September 30,
           2001, or, if curable, is not cured by Deutsche Telekom within 30
           days, and

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           such breach renders any conditions to VoiceStream's obligations
           incapable of being satisfied by September 30, 2001; or


        --  on 48 hours notice to Deutsche Telekom, if the calculated average
            price of Deutsche Telekom ordinary shares to be used in any
            tax-related adjustment to the amount of the cash merger
            consideration is less than 33 euros. The calculated average price of
            Deutsche Telekom ordinary shares to be used in any tax-related
            adjustment, if necessary, will be the average trading price of
            Deutsche Telekom ordinary shares on the Frankfurt Stock Exchange on
            seven trading days randomly selected from the 15 trading days
            immediately preceding the date on which any tax-related adjustment
            determination is to be made, as described under "-- Consideration to
            Be Received in the Deutsche Telekom/VoiceStream Merger --
            Explanation of Potential Tax-Related Adjustment to Merger
            Consideration."


     - by Deutsche Telekom:

        -- if the Deutsche Telekom/VoiceStream merger is not completed by
           December 31, 2001, unless Deutsche Telekom's failure to fulfill its
           obligations under the Deutsche Telekom/VoiceStream merger agreement
           caused the delay, or if any of the conditions to Deutsche Telekom's
           obligation to complete the Deutsche Telekom/VoiceStream merger
           becomes incapable of being satisfied before that date; or

        -- if VoiceStream breaches or fails to perform any of its
           representations or covenants in any material respect and the breach
           or failure cannot be cured by VoiceStream before December 31, 2001,
           or, if curable, is not cured by VoiceStream within 30 days, and such
           breach renders any conditions to Deutsche Telekom's obligations
           incapable of being satisfied by December 31, 2001.


     Should any of these potential grounds for termination occur, VoiceStream's
board of directors may or may not exercise its right to terminate the Deutsche
Telekom/VoiceStream merger agreement.


     - Termination Fees Payable to Deutsche Telekom.  VoiceStream has agreed to
       pay Deutsche Telekom a termination fee of $1 billion if all three of the
       following events occur:

        -- after July 23, 2000 and before the VoiceStream special meeting, a
           proposal for certain types of alternative transactions is announced
           or publicly disclosed and not withdrawn;

        -- the Deutsche Telekom/VoiceStream merger agreement is terminated by
           either party because VoiceStream's stockholders do not approve the
           Deutsche Telekom/VoiceStream merger at the VoiceStream special
           meeting; and

        -- within six months after the termination of the Deutsche
           Telekom/VoiceStream merger agreement, VoiceStream enters into a
           definitive agreement with any third party with respect to certain
           types of alternative transactions.

     In that circumstance, VoiceStream would pay to Deutsche Telekom the
termination fee no later than one business day after the signing of the
definitive agreement with the third party.

     For purposes of determining whether a termination fee is payable, the term
"alternative transaction" has the meaning described under "-- Offers for
Alternative Transactions," except that the 20% thresholds are treated as
references to "50%," and mergers or business combinations in which VoiceStream
stockholders would continue to hold at least 65% of the outstanding stock of the
entity surviving the transaction are not considered to be "alternative
transactions".

  Expenses

     Whether or not the Deutsche Telekom/VoiceStream merger is completed, all
costs and expenses incurred in connection with the Deutsche Telekom/VoiceStream
merger and the Deutsche Telekom/VoiceStream merger agreement transactions will
be paid by the party incurring the expense, except that Deutsche Telekom and
VoiceStream will share equally the costs and expenses of filing and printing the
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Form F-4 registration statement and this document. Deutsche Telekom, VoiceStream
and Powertel have each shared equally the costs and expenses of the filing fees
paid under the HSR Act.

  Amendment; Waiver; Assignment


     VoiceStream, Deutsche Telekom and merger subsidiary may amend the Deutsche
Telekom/VoiceStream merger agreement by written agreement prior to completion of
the Deutsche Telekom/VoiceStream merger, but after VoiceStream's stockholders
have approved the Deutsche Telekom/VoiceStream merger agreement, no amendment
may be made which by law requires further stockholder approval without such
approval being obtained.



     At any time before the Deutsche Telekom/VoiceStream merger is completed,
VoiceStream, Deutsche Telekom and merger subsidiary may:


     - extend the time for the performance of any of the obligations or other
       acts of the others; and

     - waive any inaccuracies in the representations and warranties or
       compliance with any of the agreements or conditions, contained in the
       Deutsche Telekom/VoiceStream merger agreement or in any document
       delivered under the Deutsche Telekom/VoiceStream merger agreement.

     Deutsche Telekom, VoiceStream and merger subsidiary may not assign the
Deutsche Telekom/VoiceStream merger agreement or any of the rights, interests or
obligations under the Deutsche Telekom/VoiceStream merger agreement, in whole or
in part, to any other person, without the prior written consent of the
non-assigning party; except that:

     - Deutsche Telekom may assign the Deutsche Telekom/VoiceStream merger
       agreement to a corporation which owns more than 80% of the Deutsche
       Telekom ordinary shares and which succeeds to all of the rights and
       obligations of Deutsche Telekom under the Escrow Agency Agreement
       executed pursuant to the Deutsche Telekom/VoiceStream merger agreement;
       and

     - merger subsidiary may assign the agreement to an entity which is a
       direct, wholly-owned subsidiary of the entity to which Deutsche Telekom
       assigned the Deutsche Telekom/VoiceStream merger agreement pursuant to
       the immediately preceding clause.

  Important Definitions

     Burdensome Condition.  As used in the Deutsche Telekom/VoiceStream merger
agreement, "burdensome condition" is a condition that, individually or together
with other conditions, would reasonably be expected to have a material adverse
effect on Deutsche Telekom or its mobile telecommunications business, in each
case assuming that the Deutsche Telekom/VoiceStream merger had been completed
and VoiceStream had become a part of Deutsche Telekom or its mobile
telecommunications business, and assuming that any other acquisition in the
mobile telecommunication industry entered into or completed by Deutsche Telekom
after July 23, 2000 had been completed.

     Material Adverse Effect.  As used in the Deutsche Telekom/VoiceStream
merger agreement, a "material adverse effect" on any company means any change in
or effect on the business of the company and its subsidiaries that is or is
reasonably likely to be materially adverse to the business, operations or
financial condition of the company and its subsidiaries, taken as a whole.

     However, "material adverse effect" does not include the effects of changes
or developments:

     - in the telecommunications industry, including regulatory and political
       conditions, that do not uniquely relate to Deutsche Telekom or
       VoiceStream;

     - in the U.S. or European economy;

     - in the U.S. or European securities markets; or

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     - resulting from the announcement or the existence of the Deutsche
       Telekom/VoiceStream merger agreement and the transactions contemplated by
       the Deutsche Telekom/VoiceStream merger agreement.

     Only for purposes of the definition of "material adverse effect", some of
VoiceStream's joint ventures are treated as subsidiaries of VoiceStream.

  Amendment and Restatement


     The Deutsche Telekom/VoiceStream merger agreement was originally entered
into between Deutsche Telekom and VoiceStream on July 23, 2000. On September 28,
2000, the Deutsche Telekom/VoiceStream merger agreement was amended and restated
primarily for the purpose of making merger subsidiary a party to the agreement
and other technical changes.



     On February 8, 2001 the Deutsche Telekom/VoiceStream merger agreement was
further amended and restated primarily for the purpose of permitting VoiceStream
to pay a stock dividend of up to 0.0075 of a VoiceStream common share for each
VoiceStream common share outstanding prior to the completion of the Deutsche
Telekom/VoiceStream merger and to provide that the earliest date that the
Deutsche Telekom/VoiceStream merger will be completed is May 31, 2001. This
amendment also provided that if all of the conditions to completion of the
merger are satisfied or waived as of a date that is earlier than May 31, 2001,
including the condition that no material adverse effect on VoiceStream shall
have occurred, then after that earlier date Deutsche Telekom will no longer have
the ability to terminate the Deutsche Telekom/VoiceStream merger agreement
because of any material adverse effect on, or any material inaccuracy in, a
representation or warranty of VoiceStream.


DEUTSCHE TELEKOM'S AGREEMENTS WITH STOCKHOLDERS OF VOICESTREAM

     In connection with the execution of the Deutsche Telekom/VoiceStream merger
agreement, VoiceStream stockholders who, in the aggregate, had sufficient voting
power as of the VoiceStream record date to approve the Deutsche
Telekom/VoiceStream merger entered into separate agreements with Deutsche
Telekom under which the stockholders agreed to vote all of their VoiceStream
shares in favor of the Deutsche Telekom/VoiceStream merger. We summarize the
material terms of these agreements below, and this summary is qualified in its
entirety by reference to the text of the agreements summarized, copies of which
have been filed as exhibits to Deutsche Telekom's and VoiceStream's respective
registration statements and are incorporated herein by reference.

     The following stockholders and some of their affiliates have entered into
stockholder agreements with Deutsche Telekom in connection with the Deutsche
Telekom/VoiceStream merger:

     Telephone and Data Systems, Inc.
     Hutchison Whampoa Ltd.
     Sonera Corporation
     John W. Stanton
     The Goldman Sachs Group, Inc.
     Richard Fields and Allen & Company, Incorporated
     Douglas G. Smith and Avance Capital
     Madison Dearborn Capital Partners, LP

  Agreement to Vote

     The agreements with Telephone & Data Systems, Inc., Hutchison Whampoa Ltd.,
Sonera Corporation, John W. Stanton and Goldman Sachs & Co. obligate each of
them to vote all its shares in favor of the Deutsche Telekom/VoiceStream merger
and the Deutsche Telekom/VoiceStream merger

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agreement and to vote all of its shares against any alternative transaction, as
defined in the Deutsche Telekom/VoiceStream merger agreement and as discussed
under "-- The Deutsche Telekom/ VoiceStream Merger Agreement -- Offers for
Alternative Transactions," or the liquidation or winding up of VoiceStream. Each
stockholder's obligation to vote in this manner applies whether or not the
VoiceStream board of directors continues to recommend the Deutsche
Telekom/VoiceStream merger to VoiceStream stockholders.

  Transfer Restrictions and Waiver of Rights

     Each of the stockholder agreements restricts or limits the ability of the
stockholder that is a party to the agreement to sell, transfer, assign or
otherwise dispose of VoiceStream common stock or, until six months after
completion of the Deutsche Telekom/VoiceStream merger, Deutsche Telekom ADSs or
Deutsche Telekom ordinary shares, except with Deutsche Telekom's written consent
or as expressly permitted by the stockholder agreement or pursuant to the
Deutsche Telekom/VoiceStream merger agreement. In that regard, the stockholder
agreements provide that:

     - unless the Deutsche Telekom/VoiceStream merger agreement has been
       terminated, until the later of January 1, 2001 and the date of the
       VoiceStream special meeting, the stockholder may not sell, transfer,
       pledge, assign or otherwise dispose of, any VoiceStream shares or rights
       that are subject to the agreement;

     - from the later of January 1, 2001 and the date of the VoiceStream special
       meeting, until the earlier of the completion of the Deutsche
       Telekom/VoiceStream merger or the termination of the Deutsche
       Telekom/VoiceStream merger agreement, the stockholder may sell or
       transfer up to an aggregate of 17.5% of the number of VoiceStream common
       shares that are subject to the agreement. This percentage increases to
       21.25% on August 1, 2001 and to 25% on September 1, 2001 if the Deutsche
       Telekom/VoiceStream merger is not completed by those dates;


     - from the completion of the Deutsche Telekom/VoiceStream merger through
       and including the three-month anniversary of the completion of the
       Deutsche Telekom/VoiceStream merger, the stockholder may not sell or
       transfer any Deutsche Telekom ADSs, Deutsche Telekom ordinary shares or
       securities convertible into Deutsche Telekom ADSs or Deutsche Telekom
       ordinary shares that are subject to the agreement;


     - from the day following the three month anniversary of the completion of
       the Deutsche Telekom/VoiceStream merger, through and including the six
       month anniversary of the completion of the Deutsche Telekom/VoiceStream
       merger, the stockholder may sell or transfer up to an aggregate of 40% of
       the total number of Deutsche Telekom ADSs or Deutsche Telekom ordinary
       shares that is subject to the agreement, as calculated pursuant to the
       stockholder agreements; and

     - after the six month anniversary of the completion of the Deutsche
       Telekom/VoiceStream merger, all sale and transfer restrictions end.

Deutsche Telekom reserves the right to waive the transfer restrictions described
above at any time or from time to time.


     Each stockholder agreed to waive, until the earlier of the completion of
the Deutsche Telekom/VoiceStream merger or termination of the Deutsche
Telekom/VoiceStream merger agreement, any preemptive rights. In addition, each
stockholder, other than Richard Fields and Allen & Company Incorporated, agreed
to waive any registration rights until the earlier of:


     - the later of January 1, 2001 and the date of the VoiceStream special
       meeting; and


     - the termination of the Deutsche Telekom/VoiceStream merger agreement.


Mr. Fields and Allen & Company Incorporated agreed not to exercise their
registration rights during a specified period of time. In November 2000
VoiceStream filed a registration statement covering the VoiceStream common
shares to be delivered in connection with VoiceStream warrants held by Allen &

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Company. Each stockholder also agreed to terminate any of its existing
registration rights agreements with VoiceStream effective at the completion of
the Deutsche Telekom/VoiceStream merger.


     In some circumstances, if Deutsche Telekom acquires any other company for
consideration in excess of $15 billion and significant stockholders of the
acquired company enter into agreements with Deutsche Telekom, or could
reasonably be expected to enter into agreements with Deutsche Telekom, that are
more favorable to those stockholders in terms of the obligations to vote in
favor of the related transaction or to refrain from selling or transferring
shares, the transfer restrictions in the stockholder agreements will be modified
to reflect the more favorable provisions or absence of restrictions, as the case
may be.


  Registration Rights

     If the existing majority shareholders of Deutsche Telekom -- the Federal
Republic of Germany and KfW -- elect to conduct a registered secondary offering
of their Deutsche Telekom shares during the period from the completion of the
Deutsche Telekom/VoiceStream merger through the first anniversary of the
completion of the Deutsche Telekom/VoiceStream merger, Deutsche Telekom agrees
to use its reasonable best efforts to obtain the agreement of the existing
majority shareholders to include in such registered offering the maximum amount
of Deutsche Telekom shares acquired in the Deutsche Telekom/VoiceStream merger
by the VoiceStream stockholders who have entered into stockholder agreements
with Deutsche Telekom. Deutsche Telekom's existing majority shareholders would
have the right to determine the number of Deutsche Telekom shares of these
VoiceStream stockholders which may be included in such secondary offering
without adversely affecting such secondary offering, on such terms and
conditions as the existing majority shareholders determine are appropriate.

  Termination


     Each of the stockholder agreements will terminate, except with respect to
the transfer restrictions, which will terminate as set forth above, and the
agreement to vote, which will terminate upon the earlier of the completion or
termination of the Deutsche Telekom/VoiceStream merger agreement, upon the
earliest to occur of:


     - the completion of the Deutsche Telekom/VoiceStream merger;

     - the termination of the Deutsche Telekom/VoiceStream merger agreement; and

     - July 23, 2002.

  No Solicitation

     Each of the stockholders agreed not to initiate or participate in, and not
to authorize any representatives to initiate or participate in, discussions or
negotiations regarding transactions or business combinations between VoiceStream
and a company other than Deutsche Telekom, except as otherwise permitted by the
Deutsche Telekom/VoiceStream merger agreement. See "-- The Deutsche
Telekom/VoiceStream Merger Agreement -- Offers for Alternative Transactions."

  The Agreements with Telephone & Data Systems, Inc.


     Telephone & Data Systems, Inc. and Deutsche Telekom entered into a
stockholder agreement containing the general provisions described above and two
letter agreements. In addition, the parties agreed in a letter agreement dated
July 23, 2000 that, in the event that the board of directors of Telephone & Data
Systems determines that Telephone & Data Systems is subject to the regulations
of the Investment Company Act of 1940 and Telephone & Data Systems is
unsuccessful in obtaining an exemption from such regulations or is not eligible
for an exemption, the restrictions on Telephone & Data Systems' right to
transfer VoiceStream common shares will be modified to allow it to sell a
minimum number of VoiceStream common shares that would allow Telephone & Data
Systems, with a reasonable margin of safety, to avoid being characterized as an
"investment company" under the Investment Company Act of 1940.


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     Moreover, in a letter agreement dated September 19, 2000, Telephone & Data
Systems and Deutsche Telekom agreed to procedures concerning Deutsche Telekom's
delivery of the consideration to be paid to VoiceStream stockholders in the
Deutsche Telekom/VoiceStream merger. Deutsche Telekom agreed to take all action
reasonably possible to expedite the steps necessary to issue the Deutsche
Telekom ordinary shares in the Deutsche Telekom/VoiceStream merger and list
those Deutsche Telekom shares on the Frankfurt Stock Exchange on or promptly
after the completion of the Deutsche Telekom/VoiceStream merger. Deutsche
Telekom further agreed to use its reasonable best efforts to deliver the cash
portion of the merger consideration to the escrow agent prior to or immediately
after the completion of the Deutsche Telekom/VoiceStream merger in immediately
available funds and to cause the escrow agent to release the aggregate cash
consideration payable in the Deutsche Telekom/VoiceStream merger, including the
cash payable to Telephone & Data Systems, promptly upon the registration of the
increase of Deutsche Telekom share capital. If possible, Deutsche Telekom will
cause the cash consideration to be released on the date the Deutsche
Telekom/VoiceStream merger is completed or, if this is not possible, as promptly
as possible thereafter. Deutsche Telekom also agreed to instruct the escrow
agent to release the share certificates for Deutsche Telekom ADSs and Deutsche
Telekom ordinary shares to be issued in the Deutsche Telekom/VoiceStream merger
no later than one business day after registration of the Deutsche Telekom
capital increase. In addition, Deutsche Telekom agreed to use its reasonable
best effects to cause the escrow agent to deliver such certificates to Telephone
& Data Systems.



     On December 27, 2000, TDS transferred all of its VoiceStream common shares
to TDSI Corporation, a Delaware corporation and wholly-owned subsidiary of TDS.
In connection with this transfer, TDS assigned to TDSI and TDSI assumed the
stockholder agreement and the two letter agreements described above.


THE DEUTSCHE TELEKOM INVESTMENT AGREEMENTS

     In connection with the Deutsche Telekom/VoiceStream merger agreement,
Deutsche Telekom agreed to purchase 3,906,250 shares of a new class of voting
preferred shares of VoiceStream for an aggregate purchase price of $5 billion.
This purchase was completed on September 6, 2000. We summarize below the
material terms of the new class of voting preferred shares and the agreements
entered into in connection with the issuance and sale of those shares. The
following summary is qualified in its entirety by reference to the full text of
the agreements summarized, copies of which have been filed as exhibits to
Deutsche Telekom's and VoiceStream's respective registration statements and are
incorporated herein by reference.

  VoiceStream Voting Preferred Shares

     On July 23, 2000, the VoiceStream board of directors authorized the
creation of a class of shares designated "Convertible Voting Preferred Stock,"
par value $0.001 per share, consisting of up to 3,906,250 shares, all of which
were issued to Deutsche Telekom under the stock subscription agreement, dated
July 23, 2000. See "-- Stock Subscription Agreement."

     Liquidation Preference.  In the event of a liquidation or dissolution of
VoiceStream, holders of shares of VoiceStream voting preferred shares will be
entitled to a liquidation preference of $1,280 per share, subject to adjustment
for stock splits or other comparable transactions with respect to the
VoiceStream voting preferred shares, before any distribution may be made to the
holders of VoiceStream common shares or junior preferred shares.


     Conversion.  The VoiceStream voting preferred shares are not convertible
unless the Deutsche Telekom/VoiceStream merger agreement is terminated. If the
Deutsche Telekom/VoiceStream merger agreement is terminated, each VoiceStream
voting preferred share will become convertible into the number of VoiceStream
common shares equal to the aggregate liquidation preference of the VoiceStream
voting preferred shares to be converted, divided by $160 per share, subject to
adjustment for stock splits or other comparable transactions with respect to the
VoiceStream voting preferred shares. Assuming no adjustment in the $1,280
liquidation preference or $160 purchase price, each VoiceStream voting preferred


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share will therefore be convertible into eight VoiceStream common shares or an
aggregate of 31,250,000 VoiceStream common shares.

     Voting Rights.  Holders of the VoiceStream voting preferred shares are
entitled to vote together with holders of VoiceStream common shares and not as a
separate class. Each VoiceStream voting preferred share is entitled to one vote.
The affirmative vote of the holders of a majority of the outstanding VoiceStream
voting preferred shares is necessary to adopt any amendment that will change the
powers, preferences or rights of the voting preferred shares.

     Dividends.  The holders of the VoiceStream voting preferred shares are
entitled to receive dividends and other distributions made by VoiceStream on its
capital stock to the same extent and at the same rate as dividends or
distributions made in respect of VoiceStream common shares, on an
as-converted-to-common shares basis.

     Redemption at Option of VoiceStream.  VoiceStream may redeem the
VoiceStream voting preferred shares at any time on or after December 31, 2020 at
a price of $1,280 per share, subject to adjustment for stock splits or other
comparable transactions with respect to the VoiceStream voting preferred shares.
However, VoiceStream will not be permitted to redeem the VoiceStream voting
preferred shares if VoiceStream is insolvent, will be rendered insolvent by the
redemption, or is prohibited by law or agreement from redeeming the VoiceStream
voting preferred shares.

     Redemption at Option of Holder.  Any holder of VoiceStream voting preferred
shares may require VoiceStream to redeem all of the VoiceStream voting preferred
shares owned by the holder at any time within the six months following December
31, 2030 at a price of $1,280 per share, subject to adjustment for stock splits
or other comparable transactions with respect to the VoiceStream voting
preferred shares. However, VoiceStream will not be permitted to redeem the
VoiceStream voting preferred shares if VoiceStream is insolvent, will be
rendered insolvent by the redemption, or is prohibited by law or agreement from
redeeming the VoiceStream voting preferred shares.

     Transfer Restriction.  Unless the Deutsche Telekom/VoiceStream merger
agreement is terminated, VoiceStream voting preferred shares are only
transferable to a controlled subsidiary of the holder.

     Rank.  This new class of voting preferred shares will, with respect to
rights on liquidation or dissolution, rank senior to VoiceStream's common shares
and the 2 1/2% convertible junior preferred shares and junior to any series or
class of VoiceStream's preferred shares.

  Stock Subscription Agreement

     The stock subscription agreement provides that, for so long as Deutsche
Telekom owns any of the VoiceStream voting preferred shares, Deutsche Telekom
agrees that if it takes any action which would cause VoiceStream to exceed the
broadband Commercial Mobile Radio Service spectrum aggregation limits under U.S.
federal communications laws, it will take appropriate remedial action, including
causing its designee, if it has one, to resign from the VoiceStream board of
directors and/or disposing of shares of VoiceStream common shares or voting
preferred shares.

  Investor Agreement

     In connection with Deutsche Telekom's agreement to purchase VoiceStream
voting preferred stock, VoiceStream and Deutsche Telekom have entered into an
Investor Agreement, dated as of July 23, 2000, which became effective on
September 6, 2000, when Deutsche Telekom first purchased such shares.

     Standstill.  Under the investor agreement, unless a standstill termination
event, which is described below, has occurred, until the fifth anniversary of
the investor agreement, Deutsche Telekom and its affiliates may not do the
following, subject to certain exceptions described below:

     - acquire or agree to acquire any VoiceStream voting securities which would
       increase Deutsche Telekom's voting power above the threshold percentage
       described below;

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     - solicit proxies with respect to the VoiceStream voting securities or
       become a participant in any election contest relating to the election of
       directors of VoiceStream; or

     - act in concert with any person for the purpose of effecting a transaction
       which would result in a change of control of VoiceStream.

     The standstill provisions described above do not apply to the Deutsche
Telekom/VoiceStream merger and do not apply in the following specific
circumstances:

     - if any person acquires or makes a bona fide offer to acquire voting
       securities of VoiceStream which, when added to the number of voting
       securities already owned by such person, exceeds or would exceed the
       threshold percentage; or

     - if Deutsche Telekom makes a tender offer for, or acquires, VoiceStream
       voting securities, with the approval of a majority of the directors of
       VoiceStream who are not Deutsche Telekom designees.

     "Standstill termination event" means the date on which the first of the
following occurs:

     - Deutsche Telekom and its affiliates beneficially own less than 5% or more
       than 90% of the outstanding voting securities of VoiceStream; or

     - the acquisition, by a party other than Deutsche Telekom or its
       affiliates, of more than 50% of the VoiceStream voting securities, a sale
       of substantially all the assets of VoiceStream or the liquidation or
       dissolution of VoiceStream.

     "Threshold percentage" means, subject to adjustment:

     - 33% from the date of the investor agreement until the second anniversary
       of the closing of the subscription agreement;

     - 36% from the second anniversary of the closing of the subscription
       agreement until the third anniversary of the closing of the subscription
       agreement; and

     - 40% from the third anniversary of the closing of the subscription
       agreement until the fifth anniversary of the closing of the subscription
       agreement.

     Transfer Restrictions.  Unless the Deutsche Telekom/VoiceStream merger
agreement is terminated before the Deutsche Telekom/VoiceStream merger is
completed, Deutsche Telekom and its affiliates may not transfer any VoiceStream
voting preferred shares. Deutsche Telekom may sell or transfer any VoiceStream
common shares it owns, including shares acquired on conversion of voting
preferred shares, as follows:

     - Deutsche Telekom may transfer its VoiceStream common shares, but not its
       rights and obligations under the investor agreement, to any buyer or
       transferee; or

     - Deutsche Telekom may transfer its VoiceStream common shares together with
       its rights and obligations under the investor agreement to any transferee
       that is more than 40% owned by Deutsche Telekom, of which Deutsche
       Telekom and its affiliates are the largest shareholder and which agrees
       to be bound by the investor agreement, or to any other transferee if a
       majority of the directors of VoiceStream who are not Deutsche Telekom
       designees approve the transfer.

     Partial Pre-emptive Rights.  If VoiceStream proposes to issue any voting
equity securities, Deutsche Telekom will have the right to purchase a portion of
those securities up to the percentage, calculated on a fully diluted basis, of
VoiceStream common shares owned by Deutsche Telekom at the time of the proposed
offering, on the terms and conditions VoiceStream proposes to offer those
securities to other persons. Deutsche Telekom's preemptive rights do not apply
to an issuance of equity securities by VoiceStream in connection with a stock
dividend, merger, employee stock option or public offering.

     Registration Rights.  VoiceStream has granted registration rights to
Deutsche Telekom with respect to any VoiceStream common shares Deutsche Telekom
acquires on conversion of the VoiceStream voting preferred shares or otherwise.
If the Deutsche Telekom/VoiceStream merger agreement is terminated, then
beginning 45 days after termination Deutsche Telekom will have the right to
demand registration of

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its shares on up to eight occasions as long as each occasion relates to
registration of shares having a minimum aggregate sales price of $25 million.
Deutsche Telekom may make no more than two demands in any 12-month period.
Deutsche Telekom also has the right to an unlimited number of piggyback
registrations, subject to customary cutback provisions.

FIRST AMENDED AND RESTATED VOTING AGREEMENT


     The principal stockholders of VoiceStream are parties to an existing
agreement which governs their voting of VoiceStream securities. In connection
with Deutsche Telekom's agreement to purchase VoiceStream voting preferred
shares, the parties to the existing voting agreement and Deutsche Telekom
entered into the First Amended and Restated Voting Agreement, dated as of July
23, 2000. On December 27, 2000, TDS assigned to TDSI, its wholly-owned
subsidiary, and TDSI assumed, the existing voting agreement and the amended
voting agreement. The amended voting agreement will become effective if Deutsche
Telekom converts all of its VoiceStream voting preferred shares into VoiceStream
common shares, which can only happen if the Deutsche Telekom/VoiceStream merger
agreement is terminated. We summarize the material terms of the amended voting
agreement below, and this summary is qualified in its entirety by reference to
the text of the agreement, a copy of which has been filed as an exhibit to
Deutsche Telekom's and VoiceStream's respective registration statements and is
incorporated herein by reference.


     The amended voting agreement will provide that the parties will agree to
vote their VoiceStream common shares for the election of a VoiceStream board of
directors consisting of 19 members, subject to adjustments, designated as
follows:

     (1)  Mr. Stanton, as long as he is the chief executive officer of
          VoiceStream;

     (2) One member designated by Mr. Stanton, so long as he, or entities
         affiliated with him, beneficially owns at least 4,500,000 VoiceStream
         common shares;

     (3)  Four members designated by Hutchison PCS (USA) and its affiliated
          entities, which may be increased or decreased depending upon increases
          or reductions in Hutchison PCS (USA)'s percentage ownership of
          outstanding VoiceStream common shares, including VoiceStream common
          shares issuable to Hutchison PCS (USA) upon conversion of
          VoiceStream's 2.5% convertible junior preferred shares;

     (4)  One member designated by The Goldman Sachs Group, Inc. and its
          affiliated entities, so long as the Goldman Sachs entities
          beneficially own at least 4,500,000 VoiceStream common shares;

     (5)  Four members who were members of the Omnipoint board of directors
          prior to VoiceStream's acquisition of Omnipoint and who were selected
          by Omnipoint to serve during the period from the completion of the
          Omnipoint acquisition until the second annual meeting of stockholders
          of VoiceStream following the completion of VoiceStream's acquisition
          of Omnipoint. Omnipoint has designated the following persons to serve
          as directors: Douglas G. Smith, Richard L. Fields, James N. Perry, Jr.
          and James J. Ross;

     (6)  One member designated by Sonera Corporation and its affiliated
          entities, subject to the approval of VoiceStream, which approval may
          not be unreasonably withheld, so long as Sonera Corporation entities
          beneficially own at least 4,500,000 VoiceStream common shares. If
          Sonera Corporation beneficially owns more than 9,800,000 VoiceStream
          common shares and Telephone & Data Systems beneficially owns less than
          4,500,000 VoiceStream common shares, Sonera Corporation will be
          entitled to designate two directors;

     (7)  One member designated by Telephone & Data Systems and its affiliated
          entities who is not affiliated with Telephone & Data Systems, subject
          to the approval of VoiceStream, which approval may not be unreasonably
          withheld, so long as the Telephone & Data Systems entities
          beneficially own at least 4,500,000 VoiceStream common shares. If
          Telephone & Data Systems beneficially owns more than 9,800,000
          VoiceStream common shares and Sonera Corporation beneficially owns
          less than 4,500,000 VoiceStream common shares, Telephone & Data
          Systems will be entitled to designate two directors;

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     (8)  Two members designated by Deutsche Telekom and its affiliated
          entities, subject to the approval of VoiceStream, which approval may
          not be unreasonably withheld, so long as the Deutsche Telekom entities
          beneficially own at least 9,800,000 VoiceStream common shares. If
          Deutsche Telekom beneficially owns at least 4,500,000 VoiceStream
          common shares but less than 9,800,000 VoiceStream common shares,
          Deutsche Telekom will be entitled to designate only one director;

     (9) The then President of VoiceStream;

     (10) The then Vice Chairman of VoiceStream; and

     (11) The remaining members, if any, of the board to be selected by a
          majority of the persons designated as described in (1), (2), (4), (9)
          and (10) above.


     In connection with the VoiceStream/Powertel merger, the largest of
VoiceStream's principal stockholders, including Deutsche Telekom, entered in
agreements, described in more detail under "Summary of Deutsche Telekom/Powertel
and VoiceStream/Powertel Transaction Documents -- VoiceStream's Agreements with
Stockholders of Powertel," providing that the stockholders who are parties to
those agreements will vote the VoiceStream common shares, or in the case of
Deutsche Telekom, voting preferred shares, they own in favor of the election to
the VoiceStream board of directors of one nominee chosen by Powertel and
acceptable to VoiceStream. These agreements will not be effective until the
Deutsche Telekom/VoiceStream merger is terminated and the VoiceStream/Powertel
merger is completed.


AGREEMENTS WITH JOINT VENTURE PARTNERS OF VOICESTREAM

     In connection with the execution of the Deutsche Telekom/VoiceStream merger
agreement, Deutsche Telekom and VoiceStream entered into agreements with some of
VoiceStream's joint venture partners. We summarize the material terms of these
agreements below, and this summary is qualified in its entirety by reference to
the text of the agreements summarized, copies of which have been filed as
exhibits to Deutsche Telekom's and VoiceStream's respective registration
statements and are incorporated herein by reference.


     Under agreements with two wholly-owned subsidiaries of Cook Inlet Region,
Inc., with affiliates of Providence Equity Partners Inc. and with SSPCS
Corporation, Deutsche Telekom agreed to assume on the date the Deutsche
Telekom/VoiceStream merger is completed various VoiceStream obligations relating
to Cook Inlet Region's, Providence's and SSPCS' rights to exchange certain
partnership and limited liability company interests for VoiceStream common
shares. The subsidiaries of Cook Inlet Region and SSPCS exchanged their
interests for VoiceStream common shares in December 2000. In connection with the
exchange, Cook Inlet Region entered into a separate voting agreement, to vote
the VoiceStream common shares it acquired as a result of this exchange in favor
of the Deutsche Telekom/VoiceStream merger.



     In connection with the Deutsche Telekom/VoiceStream merger agreement,
Providence also entered into an agreement with VoiceStream and Western Wireless
amending an existing agreement under which Providence had a right to exchange
certain partnership interests for Western Wireless common shares. In the new
agreement, VoiceStream and Western Wireless agreed to purchase for $20 million
Providence's right to exchange for Western Wireless common shares and granted
Providence the right to exchange its partnership interests for 321,334
VoiceStream common shares. Providence also entered into an exchange rights
agreement with VoiceStream that amended a prior agreement pursuant to which
Providence had the right to exchange its membership interest in a certain
limited liability company into a variable number of VoiceStream common shares,
based on the fair market value of Providence's membership interest at the time
of the exchange. The new exchange rights agreement fixes the number of
VoiceStream common shares Providence would receive for its limited liability
company interest at 4,000,000 VoiceStream common shares.


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   SUMMARY OF DEUTSCHE TELEKOM/POWERTEL AND VOICESTREAM/POWERTEL TRANSACTION
                                   DOCUMENTS

THE DEUTSCHE TELEKOM/POWERTEL MERGER AGREEMENT


     The following is a summary of the material provisions of the Deutsche
Telekom/Powertel merger agreement. This summary is qualified in its entirety by
reference to the Deutsche Telekom/Powertel merger agreement, a copy of which is
attached as Annex B to this proxy statement/prospectus and incorporated herein
by reference. Powertel stockholders are urged to read the Deutsche
Telekom/Powertel merger agreement in its entirety, as it is the legal document
governing the Deutsche Telekom/Powertel merger.


  The Deutsche Telekom/Powertel Merger

     A Delaware corporation formed by Deutsche Telekom will merge with and into
Powertel, and, as a result, Powertel will become a wholly-owned subsidiary of
Deutsche Telekom.

  Effective Time and Timing of Closing


     The Deutsche Telekom/Powertel merger will be completed and become effective
when Powertel files a certificate of merger with the Secretary of State of the
State of Delaware or at such later time as is specified in the certificate of
merger in accordance with Delaware law. We expect the Deutsche Telekom/Powertel
merger to become effective on the same day as the closing of the Deutsche
Telekom/ Powertel merger. The closing of the Deutsche Telekom/Powertel merger
will take place on the later of:



     - May 31, 2001; and



     - the fifth business day after the conditions to the Deutsche
      Telekom/Powertel merger have been satisfied or waived, or on such other
      date as Deutsche Telekom and Powertel may agree.


In addition, on the closing date of the Deutsche Telekom/Powertel merger or as
soon as possible after the closing date, Deutsche Telekom and Powertel will
undertake a number of additional actions, including making filings with
regulatory and stock exchange authorities, necessary to permit the issuance of
the merger consideration under German laws and regulations and the rules of the
Frankfurt Stock Exchange.


  Consideration To Be Received in the Deutsche Telekom/Powertel Merger


     In the Deutsche Telekom/Powertel merger, holders of Powertel common shares
will receive 2.6353 Deutsche Telekom shares for each of their Powertel common
shares. We refer to the number of Deutsche Telekom shares to be received for
each Powertel common share as the "common share exchange ratio". Holders of
Powertel's Series A preferred shares and Series B preferred shares will receive
121.9294 Deutsche Telekom shares for each of their Powertel Series A preferred
shares and Series B preferred shares. Holders of Powertel's Series D preferred
shares will receive 93.0106 Deutsche Telekom shares for each of their Powertel
Series D preferred shares. Holders of Powertel's Series E preferred shares and
Series F preferred shares will receive 179.5979 Deutsche Telekom shares for each
of their Powertel Series E preferred shares and Series F preferred shares, plus
a number of Deutsche Telekom shares equal to the product of:

     - the number of Powertel common shares representing accrued or declared but
       unpaid dividends on each Powertel Series E or Series F preferred share,
       calculated as if the date of the completion of the Deutsche
       Telekom/Powertel merger were a dividend payment date multiplied by

     - the common share exchange ratio.


     All of the exchange ratios described above are subject to adjustments as
described below. We refer to the number of Deutsche Telekom shares a Powertel
stockholder, optionholder or warrantholder will receive in the Deutsche
Telekom/Powertel merger in exchange for its Powertel common shares, preferred
shares, warrants or options, as the case may be, as an "exchange ratio". The
exchange ratios applicable to the

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outstanding Powertel preferred shares, options and warrants are based on the
number of Deutsche Telekom shares a holder of those Powertel preferred shares,
options or warrants would have received in the Deutsche Telekom/Powertel merger
had such holder converted its Powertel preferred shares into Powertel common
shares or exercised its Powertel options or warrants for Powertel common shares
on the date of the Deutsche Telekom/Powertel merger agreement. As discussed more
fully below, the exchange ratio with respect to a particular class of Powertel
shares, options or warrants is a fixed number of Deutsche Telekom shares, but is
subject to adjustments.


     You will receive Deutsche Telekom shares in the form of Deutsche Telekom
ADSs, which trade principally on the NYSE under the symbol "DT", or, if you
prefer, in the form of Deutsche Telekom ordinary shares, which are traded on the
Frankfurt Stock Exchange under the symbol "DTE".


     Adjustments to Exchange Ratios if Maximum Share Amount is Exceeded.  Each
exchange ratio was determined assuming that at the time the Deutsche
Telekom/Powertel merger is completed, the aggregate number of Powertel common
shares outstanding on a fully diluted basis and adjusted for specific
commitments to issue Powertel common shares, excluding Powertel common shares
issuable as dividends after August 26, 2000 on Series E preferred shares and
Series F preferred shares, will not exceed the "maximum share amount." In this
document we refer to this aggregate number of Powertel common shares as the
"adjusted fully diluted shares amount." The maximum share amount is 55,742,000
or, if the stock dividend permitted under the Deutsche Telekom/Powertel merger
agreement is paid, 56,160,000, and may be reduced as set forth in the Deutsche
Telekom/Powertel merger agreement. Each exchange ratio is subject to adjustment
in the event that the adjusted fully diluted shares amount as of the date the
Deutsche Telekom/Powertel merger is completed exceeds the maximum share amount.
In the event of an adjustment, the effect will be to cap the number of Deutsche
Telekom shares that will be issued in the Deutsche Telekom/Powertel merger and
to reduce the number of Deutsche Telekom shares to be received by Powertel
stockholders, optionholders and warrantholders in the Deutsche Telekom/Powertel
merger in exchange for each of their Powertel common shares or Powertel
preferred shares, as the case may be. We illustrate below how the adjustment
mechanism will be used.


     - Step 1. Derive the adjusted fully diluted shares amount:  The adjusted
       fully diluted shares amount is the sum of the number of outstanding
       Powertel common shares, less the number of shares issuable as dividends
       after August 26, 2000 on the Series E preferred shares and Series F
       preferred shares, plus

        -- the number of Powertel common shares issuable upon conversion of the
           Powertel preferred shares;

        -- the number of Powertel common shares issuable pursuant to the
           exercise of Powertel stock options and Powertel warrants;

        -- the number of Powertel common shares issuable pursuant to Powertel
           restricted stock awards;

        -- the number of Powertel common shares issuable pursuant to the
           exercise of the put rights held by Sonera Holding B.V. and Eliska
           Wireless Investors, unless such rights have been terminated;

        -- the number of Powertel common shares issuable pursuant to the stock
           purchase agreement between Powertel and Sonera Holding B.V., unless
           this stock purchase agreement has been terminated;

        -- the number of Powertel common shares issuable pursuant to the
           exercise of any stock appreciation rights, phantom stock rights or
           other contractual rights the value of which is determined in whole or
           in part by the value of any Powertel shares; and

        -- the number of any other Powertel common shares outstanding and
           Powertel common shares issuable pursuant to any other securities
           outstanding, which are convertible into, or exercisable or
           exchangeable for, Powertel common shares.

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     - Step 2. Derive the adjustment factor:  The adjustment factor is a
       fraction (a) the numerator of which is 55,742,000, as it may be adjusted
       in accordance with the Deutsche Telekom/Powertel merger agreement, and
       (b) the denominator of which is the adjusted fully diluted shares amount.


     - Step 3. Derive the adjusted exchange ratios:  Each exchange ratio will be
       reduced by multiplying such exchange ratio by the adjustment factor.

     - Step 4. Derive the adjusted stock consideration:  Each outstanding
       Powertel common share, each Powertel common share issuable upon the
       exercise of outstanding Powertel warrants and Powertel stock options and
       each Powertel preferred share will then be converted in the Deutsche
       Telekom/Powertel merger into the right to receive a number of Deutsche
       Telekom shares equal to the adjusted exchange ratio calculated pursuant
       to Step 3.


     Example.  If the adjusted fully diluted shares amount exceeds 55,742,000,
as it may be adjusted in accordance with the Deutsche Telekom/Powertel merger
agreement, we would calculate the number of Deutsche Telekom shares into which
each Powertel share will be converted as illustrated above. Assuming that the
adjusted fully diluted shares amount is 55,795,000, then the adjustment factor
would be 0.9991. If you own 100 Powertel common shares under these
circumstances, you would receive the amount of Deutsche Telekom shares equal to
2.6353 multiplied by 0.9991, multiplied by the number of shares you hold, or
100, for a total of 263 shares, plus cash for 0.29 of a Deutsche Telekom share.


     Powertel stockholders will not receive fractional Deutsche Telekom shares
and instead will receive a cash payment representing the net proceeds from the
sale of the fractional Deutsche Telekom shares. The treatment of fractional
Deutsche Telekom shares is described under "-- Election and Exchange of
Certificates Representing Powertel Shares."


  Adjustment in Connection with Permitted Dividends



     Under the Deutsche Telekom/Powertel merger agreement, Powertel may declare
and pay before the completion of the Deutsche Telekom/Powertel merger a stock
dividend of not more than 0.0075 of a Powertel common share for each Powertel
common share outstanding. The conversion or exercise terms of Powertel's or its
subsidiaries' options, warrants, preferred securities or other rights or
securities convertible into Powertel common shares will be adjusted according to
the terms of the documents governing those securities.



     If Powertel declares and pays a stock dividend of 0.0075 of a Powertel
common share for each outstanding Powertel common share prior to the completion
of the Deutsche Telekom/Powertel merger, the exchange ratios of the Powertel
preferred shares will be adjusted as follows:



     - Holders of Powertel's Series A preferred shares and Series B preferred
      shares will receive 122.8439 Deutsche Telekom shares for each of their
      Powertel Series A preferred shares and Series B preferred shares.



     - Holders of Powertel's Series D preferred shares will receive 93.7082
      Deutsche Telekom shares for each of their Powertel Series D preferred
      shares.



     - Holders of Powertel's Series E preferred shares and Series F preferred
      shares will receive 180.9449 Deutsche Telekom shares for each of their
      Powertel Series E preferred shares and Series F preferred shares, plus a
      number of Deutsche Telekom shares equal to the product of:



        -- the number of Powertel common shares representing accrued or declared
          but unpaid dividends on each Powertel Series E or Series F preferred
          share, calculated as if the date of the completion of the Deutsche
          Telekom/Powertel merger were a dividend payment date multiplied by



        -- the common share exchange ratio.


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     Other Potential Adjustments.  The amount and form of the merger
consideration will be adjusted in the event that before the completion of the
Deutsche Telekom/Powertel merger:

     - a reclassification, split-up, stock-split, reverse stock-split, stock
       dividend, stock combination, recapitalization, redenomination of share
       capital, merger or similar transaction or an exchange offer causes a
       change to the Deutsche Telekom ordinary shares outstanding, or the number
       of Deutsche Telekom ordinary shares represented by a Deutsche Telekom ADS
       is changed; or

     - all of the outstanding Deutsche Telekom ordinary shares, or more than 80%
       of the outstanding Deutsche Telekom ordinary shares pursuant to an
       exchange offer for all outstanding Deutsche Telekom shares, are changed
       into or exchanged for a different number or kind of shares of Deutsche
       Telekom, or into shares of another entity owning more than 80% of the
       Deutsche Telekom ordinary shares.

     For example, if prior to completion of the Deutsche Telekom/Powertel
merger, Deutsche Telekom, in order to facilitate future acquisitions, were to
establish a new German holding company that acquired through an exchange offer
more than 80% of the outstanding Deutsche Telekom shares, holders of Powertel
common shares would receive shares of the new holding company instead of
Deutsche Telekom shares in the Deutsche Telekom/Powertel merger.

  Treatment of Powertel Warrants


     If any of the warrants granted pursuant to the warrant agreement dated
February 7, 1996 between Powertel and Bankers Trust Company, as warrant agent,
have not been exercised before the Deutsche Telekom/Powertel merger becomes
effective and a holder of warrants becomes entitled, upon exercise of the
warrants, to the merger consideration at any time after the Deutsche
Telekom/Powertel merger, any Deutsche Telekom ordinary shares to which such
holder becomes entitled will be issued from a special trust established for the
benefit of such warrant holders. Any cash to which such holder becomes entitled
will be paid by Deutsche Telekom.


  Treatment of Eliska Put Rights

     If Sonera Holding B.V. or Eliska Wireless Investors, who we collectively
refer to as the "Eliska Partners," receive Powertel common shares before the
Deutsche Telekom/Powertel merger is completed as a result of exercising their
rights to exchange interests in an affiliate of Eliska Wireless for Powertel
common shares, such Eliska Partners will have all the rights with respect to
those Powertel common shares which a Powertel stockholder has.

     To the extent that any of the Eliska Partners has not received Powertel
common shares before the Deutsche Telekom/Powertel merger is completed in
respect of their exchange rights, those Eliska Partners will be entitled to
receive the consideration that they are entitled to receive pursuant to their
exchange rights.

     To the extent that any of the Eliska Partners are entitled to receive
Deutsche Telekom shares on or after the date the Deutsche Telekom/Powertel
merger is completed, the Deutsche Telekom shares will be delivered from a
special trust established for the benefit of such Eliska Partners, and any cash
to which such Eliska Partners become entitled will be paid by Deutsche Telekom.

  Election and Exchange of Certificates Representing Powertel Shares

     Deutsche Telekom will appoint an escrow agent to serve in connection with
the Deutsche Telekom/Powertel merger. Shortly after the Deutsche
Telekom/Powertel merger is completed, Deutsche Telekom and Powertel intend to
mail, or cause the escrow agent to mail, to each registered holder of Powertel
common shares and Powertel preferred shares a letter of transmittal which the
holder must properly complete and deliver to the escrow agent with the holder's
stock certificates.

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     The escrow agent will exchange certificates representing Powertel shares
for American depositary receipts representing Deutsche Telekom ADSs or, if a
Powertel stockholder properly elects, certificates representing Deutsche Telekom
ordinary shares. The letter of transmittal mailed to Powertel stockholders will
contain an "ordinary share election" form which can be used by a stockholder to
elect to receive merger consideration in Deutsche Telekom ordinary shares.

     After a record holder of Powertel shares delivers certificates for those
shares and a properly completed letter of transmittal to the escrow agent, the
escrow agent will deliver to the holder:

     - the number of whole Deutsche Telekom ADSs or Deutsche Telekom ordinary
       shares included in the merger consideration in respect of such Powertel
       shares; and

     - after giving effect to any required tax withholdings, a check in the
       amount of:

        -- cash in lieu of any fractional interest in Deutsche Telekom ADSs or
           Deutsche Telekom ordinary shares on the terms described below, plus

        -- any cash dividends or other distributions that the holder has the
           right to receive, including dividends or other distributions payable
           with respect to the holders of Deutsche Telekom ADSs or Deutsche
           Telekom ordinary shares with a record date after the completion of
           the Deutsche Telekom/Powertel merger and a payment date on or before
           the date the holder properly delivers Powertel stock certificates to
           the escrow agent.

     The escrow agent will not deliver fractional Deutsche Telekom ADSs or
fractional Deutsche Telekom ordinary shares in connection with the Deutsche
Telekom/Powertel merger. Instead, each holder of Powertel shares exchanged in
the Deutsche Telekom/Powertel merger who would otherwise have received a
fraction of a Deutsche Telekom ADS or Deutsche Telekom ordinary share will be
entitled to receive a cash payment representing that holder's proportionate
interest in the net proceeds from the sale by the escrow agent of the aggregate
of the fractions of Deutsche Telekom ADSs and Deutsche Telekom ordinary shares
that would otherwise be issued. The escrow agent will execute the sale of those
Deutsche Telekom ADSs and Deutsche Telekom ordinary shares on the NYSE and the
Frankfurt Stock Exchange, respectively. Deutsche Telekom will pay all
commissions, transfer taxes and out-of-pocket costs, including the expenses and
compensation of the escrow agent, incurred in connection with the sale of the
Deutsche Telekom ADSs and Deutsche Telekom ordinary shares.

     Powertel shares that are surrendered to the escrow agent will be canceled.
No interest will be paid or accrued on any amount payable to holders of Powertel
shares. In addition, no holder of Powertel shares will receive any dividends or
other distributions with respect to Deutsche Telekom ADSs or Deutsche Telekom
ordinary shares to which the holder is entitled under the Deutsche
Telekom/Powertel merger agreement until that holder's Powertel stock certificate
is surrendered to the escrow agent with a properly completed letter of
transmittal.

     If any Deutsche Telekom ADSs or Deutsche Telekom ordinary shares are to be
delivered to a person other than the registered holder of the Powertel shares
represented by the certificates surrendered to the escrow agent:

     - those Powertel stock certificates must be properly endorsed or otherwise
       be in proper form for transfer; and

     - the person requesting the delivery must pay to the escrow agent any
       transfer or other taxes required as a result of delivery to a person
       other than the registered holder, or establish to the satisfaction of the
       escrow agent that such tax has been paid or is not payable.

  Treatment of Powertel Options and Restricted Stock

     Powertel Options.  If the Deutsche Telekom/Powertel merger is completed,
each outstanding Powertel stock option will be converted into an option to
acquire, from a trust established for the benefit of holders of Powertel stock
options, that number of Deutsche Telekom shares determined by multiplying the

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maximum number of Powertel common shares subject to the Powertel stock option by
the Powertel common share exchange ratio, rounded if necessary to the nearest
whole Deutsche Telekom ordinary share. The Powertel common share exchange ratio
is subject to adjustment as described under "-- Consideration To Be Received in
the Deutsche Telekom/Powertel Merger." The exercise price per Deutsche Telekom
ordinary share for each of these options will be the exercise price per Powertel
common share applicable to that option immediately prior to the completion of
the Deutsche Telekom/ Powertel merger divided by the common share exchange
ratio. The replacement options will generally have the same terms and conditions
as were applicable under the Powertel option plans.


     Powertel Restricted Stock.  At the time the Deutsche Telekom/Powertel
merger is completed, the Powertel restricted stock plan will terminate and any
unvested Powertel restricted stock awards will become fully vested, except as
otherwise provided in the individual restricted stock award agreements.

  Dissenting Shares

     If appraisal rights for any Powertel preferred shares are perfected by any
holder of preferred shares, then those shares will be treated as described under
"The Deutsche Telekom/Powertel Merger and the VoiceStream/Powertel
Merger -- Appraisal Rights."

  Representations and Warranties

     The Deutsche Telekom/Powertel merger agreement contains a number of
representations and warranties made by Powertel and Deutsche Telekom to each
other, including those regarding:

     - due organization, good standing and qualification;

     - capital structure;

     - corporate authority to enter into the Deutsche Telekom/Powertel merger
       agreement and lack of conflicts with corporate governance documents,
       contracts or laws;

     - governmental filings;

     - accuracy of SEC reports, financial statements and information provided
       for inclusion in this document and certain other filings by the parties;

     - absence of certain material changes or events since December 31, 1999;

     - permits and licenses;

     - compliance with laws;

     - tax matters, including the absence of facts inconsistent with the
       qualification of the Deutsche Telekom/Powertel merger as a reorganization
       under Section 368(a) of the U.S. tax code;

     - absence of undisclosed liabilities and pending litigation;

     - finders' or brokers' fees; and

     - the vote necessary to approve the Deutsche Telekom/Powertel merger
       agreement.

     In addition, Powertel made representations and warranties to Deutsche
Telekom as to:

     - employee benefit plans;

     - employees and employment practices;

     - Section 203 of the Delaware General Corporation Law and other
       anti-takeover laws enacted under Georgia or Delaware law applicable to
       Powertel;

     - intellectual property;

     - the receipt of a fairness opinion from a financial advisor;

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     - material contracts; and

     - absence of affiliate transactions.

In addition, the Deutsche Telekom/Powertel merger agreement contains
representations and warranties made by the merger subsidiary to Powertel
regarding some of the above matters.

  Conduct of Business Pending the Deutsche Telekom/Powertel Merger

     Covenants of Powertel.  Except as contemplated by the Deutsche
Telekom/Powertel merger agreement or the VoiceStream/Powertel merger agreement,
Powertel has agreed that, until the earlier of the completion of the Deutsche
Telekom/Powertel merger or the termination of the Deutsche Telekom/Powertel
merger agreement, it will carry on its and its subsidiaries' business in the
ordinary course in all material respects. Until the Deutsche Telekom/Powertel
merger is completed or the Deutsche Telekom/Powertel merger agreement is
terminated, Powertel and its subsidiaries will not take the actions listed in
the Deutsche Telekom/Powertel merger agreement, which includes the following
actions, without Deutsche Telekom's prior written consent, except under limited
exceptions specified in the Deutsche Telekom/Powertel merger agreement:

     - declare, set aside or pay dividends on, or make distributions in respect
       of, Powertel shares or split, combine or reclassify any outstanding
       Powertel shares;

     - redeem or repurchase any Powertel shares, except as required by
       Powertel's certificate of incorporation or the Powertel stock option
       plans;

     - issue, deliver, pledge, sell or encumber any Powertel shares or any
       options or other rights to acquire those shares;

      - Important Exception:

        -- Powertel may issue Powertel common shares upon the closing of the
           acquisition of substantially all of the assets of DiGiPH PCS, Inc.
           and its affiliates by Eliska Wireless Ventures, which in this
           document we refer to as the "DiGiPH transaction," and the performance
           of the agreements entered into in connection with the DiGiPH
           transaction, including the stock purchase agreement between Powertel
           and Sonera Holding B.V., the put agreement dated May 30, 2000 between
           Powertel, Eliska Wireless Investors and Sonera Holding B.V. and the
           put agreement dated May 30, 2000 between Powertel and Sonera Holding
           B.V.; or otherwise pursuant to previously disclosed contractual
           obligations existing prior to the execution of the Deutsche
           Telekom/Powertel merger agreement; and

        -- Powertel may issue rights to acquire Powertel shares and may issue
           shares pursuant to such rights for an aggregate of 575,000 Powertel
           common shares pursuant to annual incentive grants, grants to newly
           hired employees and grants to be made pursuant to the DiGiPH
           transaction;

     - adopt, amend or propose to amend any stockholder rights plan or related
       rights plan;

     - acquire any business, corporation or partnership, or substantially all of
       the assets of any of the foregoing;

       - Important Exceptions:

          -- Powertel is permitted to enter into acquisition transactions which
             involve individually, or in the aggregate, a purchase price of
             $500,000 or less without Deutsche Telekom's consent;

          -- Powertel is permitted to make capital expenditures in accordance
             with its capital budget for the fiscal years 2000 and 2001; and

          -- Powertel may enter into transactions in connection with the DiGiPH
             transaction;

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     - authorize or make capital expenditures other than those for less than the
       aggregate annual amount contained in Powertel's capital budget for the
       years 2000 and 2001:

     - sell, lease, encumber or otherwise dispose of any of its assets;

     - enter into employment or severance agreements with, or establish any new
       benefit plan, other than in the ordinary course of business consistent
       with its past practice or amend any existing Powertel benefit plan or
       take any action inconsistent with the cash bonus, retention bonus,
       incentive bonus, severance, equity awards and other plans set out in the
       Deutsche Telekom/Powertel merger agreement, which are described in more
       detail below;

     - increase the compensation or reimbursement allowances payable to an
       officer or director;

     - make any awards under an existing Powertel benefit plan for the benefit
       of any director, officer or employee, except in the ordinary course of
       business consistent with past practices;

     - except as required by a change in law or U.S. GAAP, make any change in
       its method of accounting or its fiscal year;

     - enter into, modify or amend in any material respect or terminate any
       material contract or agreement to which Powertel is a party, or waive,
       release or assign any material rights or claims;

     - amend any term of any of its outstanding securities in any material
       respect;

     - adopt a plan or agreement of complete or partial liquidation,
       dissolution, merger, consolidation, restructuring, recapitalization or
       other material reorganization;

     - incur or guarantee material indebtedness, including refinancing existing
       indebtedness;

     - create, incur, assume or allow to exist material liens upon any property
       or assets, except for liens arising in the ordinary course of business or
       to secure indebtedness or arising by operation of law;

     - guaranty any indebtedness, leases, dividends or other third party
       obligations;

     - make any loan or capital contributions to or investment in any person,
       other than loans, capital contributions or investments made in the
       ordinary course of business, as required in connection with the DiGiPH
       transaction, or made to wholly-owned subsidiaries;

     - enter into any agreement that materially restricts Powertel, or after
       completion of the Deutsche Telekom/Powertel merger could materially
       restrict Deutsche Telekom or the surviving corporation from engaging in
       the business of providing wireless telecommunications services or
       developing wireless telecommunications technology anywhere in the world,
       or otherwise from engaging in any other business;

     - settle, or propose to settle, any material litigation, investigation,
       arbitration, proceeding or other claim;

     - make any material tax election or enter into any settlement or compromise
       of any material tax liability;

     - take action that could reasonably be expected to make any representation
       or warranty of Powertel under the Deutsche Telekom/Powertel merger
       agreement inaccurate and have a material adverse effect on Powertel at
       the completion of the Deutsche Telekom/Powertel merger;

     - adopt, amend or propose to amend any Powertel benefit plans or make any
       discretionary contributions to any Powertel benefit plan which is also an
       "employee pension benefit plan" or "employee welfare benefit plan" as
       defined in the Employee Retirement Income Security Act of 1974, as
       amended, other than as required by law or as may be required to maintain
       compliance with the U.S. tax code and except for other limited
       exceptions;

     - file any amended tax returns if the result would be a material increase
       in Powertel's tax liability;

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     - take action that would reasonably be expected to materially impair or
       delay obtaining the necessary regulatory approvals to complete the
       Deutsche Telekom/Powertel merger;

     - take any action that would be reasonably likely to prevent or impede the
       Deutsche Telekom/Powertel merger from qualifying as a reorganization
       under Section 368(a) of the U.S. tax code or cause the stockholders of
       Powertel to recognize gain in the Deutsche Telekom/Powertel merger under
       Section 367(a)(1) of the U.S. tax code;

     - take any action that would cause the Powertel common shares to cease to
       be quoted on the Nasdaq Stock Market;

     - during the five business days prior to the completion of the Deutsche
       Telekom/Powertel merger, take or omit to take any action that could
       increase the number of Powertel shares outstanding on a fully diluted
       basis; and

     - enter into any contract, agreement or arrangement to do any of the
       foregoing.

     Covenants of Deutsche Telekom.  Except as contemplated by the Deutsche
Telekom/Powertel merger agreement, Deutsche Telekom has agreed that until the
Deutsche Telekom/Powertel merger is completed, Deutsche Telekom and its
subsidiaries will not take the actions listed in the Deutsche Telekom/Powertel
merger agreement, which includes the following actions, without Powertel's prior
written consent:

     - except for the purpose of using or increasing Deutsche Telekom's
       authorized capital or as necessary for the conduct of its business, amend
       or propose to amend the Memorandum and Articles of Association or
       Management Board Rules of Procedure or other comparable organizational
       document of Deutsche Telekom in any manner that would be adverse to
       Powertel or its stockholders;

     - take action that would be reasonably likely to prevent or impede the
       Deutsche Telekom/Powertel merger from qualifying as a reorganization
       under Section 368(a) of the U.S. tax code or cause Powertel stockholders
       to recognize gain in the Deutsche Telekom/Powertel merger under Section
       367(a)(1) of the U.S. tax code; or

     - take action that would reasonably be likely to materially adversely
       affect or materially adversely delay the ability of the parties to obtain
       any required regulatory approval or to complete the transactions
       contemplated by the Deutsche Telekom/Powertel merger agreement.

            - Important Exception:  Deutsche Telekom may make acquisitions as
              long as the acquisitions, individually or in the aggregate, are
              not reasonably likely to prevent the consummation of the Deutsche
              Telekom/Powertel merger.

  Offers for Alternative Transactions

     Powertel has agreed not to, has agreed not to permit any of its
subsidiaries to, has agreed not to authorize or permit any of its or their
respective officers, directors or employees to, and has agreed to use its
reasonable efforts to cause its advisors and representatives not to:

     - solicit, initiate or knowingly encourage, or knowingly take any other
       action designed to facilitate, any alternative transaction, which we
       define below, to the Deutsche Telekom/Powertel merger; or

     - continue or participate in any discussions or negotiations regarding any
       alternative transaction to the Deutsche Telekom/Powertel merger.

     However, if at any time before Powertel stockholders approve the Deutsche
Telekom/Powertel merger, Powertel receives an unsolicited proposal for an
alternative transaction, then Powertel may, after giving Deutsche Telekom three
business days advance notice:

     - furnish information with respect to Powertel pursuant to a
       confidentiality agreement substantially similar to the confidentiality
       agreement in place between Powertel and Deutsche Telekom; and

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     - engage in discussions and negotiations with the persons that made such
       proposal;

but only if:

     - the Powertel board of directors has determined in good faith, after
       receiving advice from outside counsel, that providing information to the
       third party or participating in negotiations or discussions could be
       reasonably expected to result in a superior proposal, which we define
       below, being made; and

     - Powertel is not otherwise in breach of its obligations described above
       not to solicit or engage in discussions regarding an alternative
       transaction.

  Important Definitions:

     "alternative transaction" means any of the following:

     - a transaction or series of transactions in which any third party would
       acquire, directly or indirectly, beneficial ownership of more than 20% of
       the outstanding Powertel shares or pursuant to a tender offer or exchange
       offer;

     - any acquisition of or business combination with Powertel or any of its
       significant subsidiaries, by a merger or other business combination; or

     - any transaction in which any third party would acquire, directly or
       indirectly, control of assets of Powertel or any of its subsidiaries for
       consideration equal to 20% or more of the fair market value of all of the
       outstanding Powertel shares.

An alternative transaction does not include the acquisition of Powertel by
VoiceStream pursuant to the VoiceStream/Powertel merger agreement.

     "superior proposal" means any proposal made by a third party to enter into
an alternative transaction which the Powertel board of directors determines in
its good faith judgment, based on, among other things, the advice of a financial
advisor of nationally recognized reputation, to be more favorable to Powertel's
stockholders than the Deutsche Telekom/Powertel merger taking into account all
relevant factors, including whether, in the good faith judgment of the Powertel
board of directors, the third party is reasonably able to finance the proposed
transaction.

     Powertel also has agreed to notify Deutsche Telekom promptly of any request
for information or of any proposal in connection with an alternative
transaction, including the material terms of the request or proposal and the
identity of the person making it, and Powertel has agreed to keep Deutsche
Telekom informed of the status of any alternative transaction. In addition,
Powertel agreed to cease any activities, discussions or negotiations with
respect to an alternative transaction that existed at the time the Deutsche
Telekom/Powertel merger agreement was signed.

  Powertel Board of Directors' Recommendation

     The Deutsche Telekom/Powertel merger agreement requires the Powertel board
of directors:

     - to recommend that the Powertel stockholders approve the Deutsche
       Telekom/Powertel merger agreement;

     - not to withdraw, modify or qualify, or to propose publicly to withdraw,
       modify or qualify, its recommendation in a manner adverse to Deutsche
       Telekom;

     - not to approve or recommend, or to propose publicly to approve or
       recommend, any alternative transaction; and

     - not to cause Powertel to agree to engage in any alternative transactions.

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     However, if the Powertel board of directors receives a superior proposal
before Powertel stockholders approve the Deutsche Telekom/Powertel merger, the
Powertel board of directors may inform Powertel stockholders that it no longer
recommends approval of the Deutsche Telekom/Powertel merger, if:

     - Powertel sends Deutsche Telekom written notice that Powertel has received
       a superior proposal, which notice describes the terms of the superior
       proposal and identifies the proposers, and that Powertel intends to
       change its recommendation regarding the Deutsche Telekom/Powertel merger;
       and

     - five business days have passed since Deutsche Telekom received the
       notice. In addition, Powertel must give Deutsche Telekom reasonable
       opportunity to make adjustments in the terms of the Deutsche
       Telekom/Powertel merger agreement that would enable the Powertel board of
       directors to maintain its recommendation to approve the Deutsche
       Telekom/Powertel merger.

     The Deutsche Telekom/Powertel merger agreement also permits Powertel to
comply with Rule 14d-9 or Rule 14e-2(a) under the Exchange Act or to make any
other disclosure to Powertel stockholders if, in the good faith judgment of the
Powertel board of directors, after receiving advice from outside counsel,
failure to disclose would result in a reasonable likelihood that the Powertel
board of directors would breach its duties to Powertel stockholders under
applicable law.

     Submission of Deutsche Telekom/Powertel Merger Agreement to Stockholder
Vote.  The Deutsche Telekom/Powertel merger agreement requires Powertel to
submit the Deutsche Telekom/Powertel merger agreement to a stockholder vote at
the Powertel special meeting even if the Powertel board of directors no longer
recommends approval of the Deutsche Telekom/Powertel merger.

  Additional Agreements

     The Deutsche Telekom/Powertel merger agreement contains a number of other
covenants and agreements by or between Powertel and Deutsche Telekom on subjects
including:

     - filing financial statements with the SEC;

     - notification of the occurrence of material facts, events or
       circumstances;

     - obtaining necessary tax opinions and representation letters;


     - actions to be taken to cause the Deutsche Telekom/Powertel merger to
       qualify as a reorganization within the meaning of Section 368(a) of the
       U.S. tax code and to avoid gain recognition to the stockholders of
       Powertel in the Deutsche Telekom/Powertel merger under Section 367(a)(1)
       of the U.S. tax code; and



     - taking appropriate actions to attempt to cause the Powertel warrants to
       be exercised in full prior to the completion of the Deutsche
       Telekom/Powertel merger to the extent agreed to by Deutsche Telekom and
       Powertel.



     In addition, Deutsche Telekom has agreed to take all steps necessary to
cause the new Deutsche Telekom ADSs and Deutsche Telekom ordinary shares to
become listed on the NYSE and the Frankfurt Stock Exchange, respectively.
Powertel has agreed to the termination of certain existing stockholder
agreements.


     Deutsche Telekom has additionally agreed to vote its VoiceStream shares in
favor of the VoiceStream/Powertel merger.

  Senior Discount Notes and Senior Notes


     Deutsche Telekom has also agreed to cause the surviving corporation to
commence offers to repurchase certain outstanding publicly-traded notes of
Powertel pursuant to the terms of their indentures within 30 days following the
completion of the Deutsche Telekom/Powertel merger.


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  Efforts to Complete the Deutsche Telekom/Powertel Merger

     Powertel and Deutsche Telekom have agreed to:

     - use reasonable best efforts to consummate and make effective the Deutsche
       Telekom/Powertel merger and the other transactions contemplated by the
       Deutsche Telekom/Powertel merger agreement;


     - obtain in a timely manner all necessary consents, permits, approvals or
       waivers from any governmental or regulatory authority which are necessary
       for the completion of the Deutsche Telekom/Powertel merger;


     - promptly prepare and file all required notifications under U.S. antitrust
       laws and to comply with any requests for additional information, and
       obtain termination of any applicable waiting periods or obtain any
       required approvals as promptly as practicable; and

     - take all actions within their control necessary to obtain any required
       regulatory approvals.

       - Important Exceptions:

         -- Neither Deutsche Telekom nor its subsidiaries is required, nor will
            Powertel or its subsidiaries be permitted, to divest or hold
            separate or otherwise take or commit to take any action that limits
            its freedom of action with respect to Powertel, Deutsche Telekom,
            VoiceStream or any of their subsidiaries, any material portion of
            their assets or any of their businesses or product lines; and

         -- In connection with any filing or submission required or action to be
            taken to consummate the Deutsche Telekom/Powertel merger, Powertel
            will not, without Deutsche Telekom's prior written consent, commit
            to divest any assets of the business of Powertel and its
            subsidiaries if such divested assets and/or businesses are material
            to the assets or profitability of Powertel and its subsidiaries
            taken as a whole.

  Indemnification and Insurance

     The surviving corporation of the Deutsche Telekom/Powertel merger is
required by the Deutsche Telekom/Powertel merger agreement to maintain in effect
the current provisions regarding indemnification of officers and directors
contained in the charter and bylaws and any indemnification agreements of
Powertel and each of its subsidiaries.

     Prior to the completion of the Deutsche Telekom/Powertel merger, Powertel
has the right, subject to Deutsche Telekom's prior written approval, to obtain a
"tail" coverage directors' and officers' liability insurance policy providing
coverage in amounts and on terms consistent with Powertel's existing insurance
for a period of six years after the completion of the Deutsche Telekom/Powertel
merger. If Powertel does not obtain this insurance prior to the completion of
the Deutsche Telekom/Powertel merger, Deutsche Telekom has agreed to cause the
surviving corporation to continue to provide directors' and officers' liability
insurance for a period of six years after the completion of the Deutsche
Telekom/VoiceStream merger. However, the surviving corporation is not required
to expend in any year an amount in excess of 250% of the last annual premium
paid by Powertel prior to August 26, 2000. If the aggregate expenditure on
coverage exceeds that amount, the surviving corporation will purchase as much
insurance as can be obtained for that amount.

  Employee Benefits

     Following the completion of the Deutsche Telekom/Powertel merger, Deutsche
Telekom will take all necessary action so that each current and former Powertel
employee who was eligible to participate in a Powertel benefit plan before the
Deutsche Telekom/Powertel merger will be eligible to participate in a
corresponding employee benefit plan maintained by Deutsche Telekom or its
subsidiaries after the Deutsche Telekom/Powertel merger. The Deutsche
Telekom/Powertel merger agreement also specifies the

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treatment of pre-existing conditions, exclusions and waiting periods with
respect to current and former employees of Powertel and its subsidiaries under
any welfare or fringe benefit plans of Deutsche Telekom in which such employees
and former employees participate in after completion of the Deutsche
Telekom/Powertel merger.

     Powertel agreed to enact and implement the plans described under "The
Deutsche Telekom/Powertel Merger and the VoiceStream/Powertel
Merger -- Interests of Directors and Officers of Powertel in the Deutsche
Telekom/Powertel Merger and the VoiceStream/Powertel Merger" after approval of
the specifics of each plan by Deutsche Telekom and VoiceStream, which plans are
to be effective as of the completion of the Deutsche Telekom/Powertel merger:


     - a $3,000 cash bonus payable to each full-time employee of Powertel who is
       continuously employed by Powertel during the period starting December 31,
       2000 and ending three months after the completion of the Deutsche
       Telekom/Powertel merger, or whose job is eliminated within that period,
       with such payment prorated for part-time employees and for those
       employees who are hired after December 31, 2000;


     - a $20 million cash retention bonus pool to be paid to 150-300 key
       employees, as determined by the chief executive officer and chief
       operating officer of each of VoiceStream and Powertel, with such payments
       to be earned and payable over the two-year period following the
       completion of the Deutsche Telekom/Powertel merger;


     - a $20 million cash incentive bonus pool to be paid to the same 150-300
       key employees, as determined by the chief executive officer and chief
       operating officer of each of VoiceStream and Powertel, with such payments
       to be earned and payable in September 2001 for performance during the
       first and second calendar quarters of 2001, and in January 2002 for
       performance during the third and fourth calendar quarters of 2001;



     -  a severance plan for employees of Powertel employed immediately before
        the completion of the Deutsche Telekom/Powertel merger whose employment
        is terminated due to job elimination resulting from the Deutsche
        Telekom/Powertel merger. Severance payments will represent a minimum of
        four weeks base salary or hourly equivalent, not including overtime, and
        targeted bonus, plus two weeks per year of actual service to Powertel or
        Deutsche Telekom, respectively, up to a maximum of 20 weeks. Any
        payments under the severance plan will be reduced by any payments
        received by the affected employee under the cash bonus, retention bonus
        or incentive bonus plans described above. To obtain benefits under this
        plan, an employee must agree to release the surviving corporation from
        all claims against Powertel, Deutsche Telekom and VoiceStream; and



     - Powertel will be allowed to issue up to an aggregate of 575,000 options
       prior to the completion of the Deutsche Telekom/Powertel merger to
       Powertel employees in yearly performance grants, to DiGiPH PCS employees
       that become Powertel employees and in connection with offers of
       employment outstanding as of August 26, 2000. Employees whose employment
       is terminated due to job elimination resulting from the merger will
       receive change of control accelerated vesting of their options if their
       job is eliminated within 18 months of the completion of the Deutsche
       Telekom/Powertel merger. Individuals receiving change of control vesting
       will not be eligible for actual or potential remaining payments under the
       cash bonus, retention bonus or incentive bonus plans but will be eligible
       for severance payments, subject to certain reductions.


  Closing Conditions

     Conditions to Each Party's Obligations to Complete the Deutsche
Telekom/Powertel Merger.  Powertel's and Deutsche Telekom's respective
obligations to complete the Deutsche Telekom/Powertel merger are subject to the
satisfaction or waiver of conditions, including the following:

     - Powertel Stockholder Approval.  The holders of a majority of the
       outstanding voting power of the Powertel common shares and Series A
       preferred shares, voting together as a single class with the

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       Series A preferred shares voting on an as-converted-to-common shares
       basis, and the holders of two-thirds of each class of the Powertel Series
       A preferred shares, Series B preferred shares, Series D preferred shares,
       Series E preferred shares and Series F preferred shares, each voting as a
       separate class, having approved and adopted the Deutsche Telekom/Powertel
       merger agreement.

     - Legality.  The absence of any law, order or injunction preventing the
       completion of the Deutsche Telekom/Powertel merger or which would have a
       material adverse affect on Powertel.

     - Regulatory Approvals.  All required regulatory approvals having been
       obtained and all applicable waiting periods having expired, as described
       under "Regulatory Approvals -- Regulatory Approvals Required for the
       Deutsche Telekom/VoiceStream Merger and the Deutsche Telekom/Powertel
       Merger."

     - Registration Statement Effective.  No stop order suspending the
       effectiveness of the Form F-4 registration statement or the proxy
       statement/prospectus then being in effect and no proceedings for that
       purpose then being threatened by the SEC or having been initiated by the
       SEC and not concluded or withdrawn.

     - Stock Exchange Listings.

      -- All steps necessary for the Deutsche Telekom ordinary shares that will
         be issued in the Deutsche Telekom/Powertel merger to be listed on the
         Frankfurt Stock Exchange having been taken; and

      -- The Deutsche Telekom ADSs that will be issued in the Deutsche
         Telekom/Powertel merger having been authorized for listing on the NYSE,
         subject to official notice of issuance.

     - Deutsche Telekom/VoiceStream Merger.  The Deutsche Telekom/VoiceStream
       merger having been consummated.

     Additional Conditions to the Obligations of Powertel.  The obligations of
Powertel to effect the Deutsche Telekom/Powertel merger are also subject to the
satisfaction, or waiver by Powertel, of conditions, including the following:

     - Representations and Warranties True and Correct.

        -- Deutsche Telekom's representation that, since December 31, 1999,
           there has not been any material adverse effect on Deutsche Telekom
           will have been true and correct when the Deutsche Telekom/Powertel
           merger agreement was entered into and as of the date the Deutsche
           Telekom/Powertel merger is completed; and

        -- other representations and warranties of Deutsche Telekom and the
           representations and warranties of merger subsidiary in the Deutsche
           Telekom/Powertel merger agreement having been true and correct, with
           respect to Deutsche Telekom, when the Deutsche Telekom/Powertel
           merger agreement was entered into and, with respect to merger
           subsidiary, when the Deutsche Telekom/Powertel merger agreement was
           amended and restated and, with respect to Deutsche Telekom and merger
           subsidiary, as of the date the Deutsche Telekom/Powertel merger is
           completed, except to the extent that any representation or warranty
           expressly speaks as of an earlier date, in which case that
           representation or warranty must have been true and correct as of that
           date;

           (a) except for inaccuracies caused by changes permitted by the
               Deutsche Telekom/Powertel merger agreement; and

           (b) except for such failures which in the aggregate would not
               reasonably be expected to result in a material adverse effect on
               Deutsche Telekom.

      Notwithstanding the conditions described above, Deutsche Telekom is
      permitted to make subsequent acquisitions, and no changes resulting to any
      of its representations and warranties as a result of a subsequent
      transaction will result in a failure of these conditions.

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   183

     - Compliance with Covenants.  Deutsche Telekom having complied in all
       material respects with all its agreements and covenants required by the
       Deutsche Telekom/Powertel merger agreement to be complied with by the
       completion of the Deutsche Telekom/Powertel merger.

     - Receipt of FCC Opinion.  Powertel having received an opinion of FCC
       counsel to Deutsche Telekom and/or VoiceStream substantially in the form
       agreed upon in the Deutsche Telekom/Powertel merger agreement.

     - Receipt of Governmental Approvals.  All necessary consents or
       authorizations from any governmental or regulatory authority required for
       the Deutsche Telekom/Powertel merger having been received, unless the
       failure to receive any such consent or authorization would not have a
       material adverse effect on Deutsche Telekom or the transactions
       contemplated by the Deutsche Telekom/Powertel merger agreement, provided
       that the consents or authorizations do not contain any conditions which
       would reasonably be expected to have a material adverse effect on
       Deutsche Telekom or the transactions contemplated by the Deutsche
       Telekom/Powertel merger agreement. However, Powertel's obligation to
       effect the Deutsche Telekom/Powertel merger will not be subject to the
       condition that any FCC consents or authorizations have become final
       orders.

     - Receipt of Tax Opinion.  Powertel having received an opinion of Morris,
       Manning & Martin, LLP, dated as of the date the Deutsche Telekom/Powertel
       merger is completed, substantially to the effect that for U.S. federal
       income tax purposes:

        -- the Deutsche Telekom/Powertel merger will qualify as a reorganization
           within the meaning of Section 368(a) of the U.S. tax code; and

        -- each transfer of property to Deutsche Telekom by a stockholder of
           Powertel pursuant to the Deutsche Telekom/Powertel merger will not be
           subject to Section 367(a)(1) of the U.S. tax code.

     Additional Conditions to the Obligations of Deutsche Telekom.  The
obligations of Deutsche Telekom to effect the Deutsche Telekom/Powertel merger
are also subject to the satisfaction, or waiver by Deutsche Telekom, of
conditions, including the following:

     - Representations and Warranties True and Correct.


        -- Powertel's representation that since December 31, 1999, there has not
           been any material adverse effect on Powertel will have been true and
           correct when the Deutsche Telekom/Powertel merger agreement was
           entered into and as of the "bringdown date", which is the date, at
           least five business days after the last closing condition has been
           fulfilled or waived, on which Powertel delivers a certificate
           relating to the accuracy of Powertel's representations and
           warranties; and



        -- other representations and warranties of Powertel in the Deutsche
           Telekom/Powertel merger agreement having been true and correct when
           the Deutsche Telekom/Powertel merger agreement was entered into and
           as of the bringdown date (except to the extent that any
           representation or warranty expressly speaks as of an earlier or a
           later date, in which case, that representation or warranty having
           been true and correct as of that date);


           (1) except for inaccuracies caused by changes permitted by the
               Deutsche Telekom/ Powertel merger agreement; and

           (2) except for such failures which in the aggregate would not
               reasonably be expected to result in a material adverse effect on
               Powertel, Deutsche Telekom or the transactions contemplated by
               the Deutsche Telekom/Powertel merger agreement.

     - Compliance with Covenants.  Powertel having complied in all material
       respects with all its agreements and covenants required by the Deutsche
       Telekom/Powertel merger agreement to be complied with by the time the
       Deutsche Telekom/Powertel merger is completed.

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   184

     - Receipt of Tax Opinion.  Deutsche Telekom having received an opinion of
       Cleary, Gottlieb, Steen & Hamilton, dated as of the date the Deutsche
       Telekom/Powertel merger is completed, substantially to the effect that
       for U.S. federal income tax purposes:

        -- the Deutsche Telekom/Powertel merger will qualify as a reorganization
           within the meaning of Section 368(a) of the U.S. tax code; and

        -- each transfer of property to Deutsche Telekom by a stockholder of
           Powertel pursuant to the Deutsche Telekom/Powertel merger will not be
           subject to Section 367(a)(1) of the U.S. tax code.

     - Receipt of FCC Opinion.  Deutsche Telekom having received an opinion of
       FCC counsel of Powertel substantially in the form agreed upon in the
       Deutsche Telekom/Powertel merger agreement.

     - Receipt of Consents.  Powertel having obtained all material consents or
       approvals required under Powertel's and its subsidiaries' debt
       instruments.

     - Receipt of Governmental Approvals.  All necessary consents or
       authorizations from any governmental or regulatory authority required for
       the Deutsche Telekom/Powertel merger having been received, including from
       the FCC and state public utility or service commissions and, in the case
       of the FCC, having become final orders, unless the failure to receive any
       such consent or authorization would not have a material adverse effect on
       Powertel or Deutsche Telekom or the transactions contemplated by the
       Deutsche Telekom/Powertel merger agreement and such consents or
       authorizations do not contain any conditions which would reasonably be
       expected to have a material adverse effect on Powertel or Deutsche
       Telekom or the transactions contemplated by the Deutsche Telekom/Powertel
       merger agreement.

     Waiver of Conditions.  In the event Powertel waives a material condition to
the Deutsche Telekom/Powertel merger, Powertel will, if legally required,
resolicit approval of its stockholders.

  Termination and Termination Fee

     Automatic Termination.  The Deutsche Telekom/Powertel merger agreement will
terminate automatically upon the termination of the Deutsche Telekom/VoiceStream
merger agreement.

     Right to Terminate.  The Deutsche Telekom/Powertel merger agreement may be
terminated at any time before the completion of the Deutsche Telekom/Powertel
merger in any of the following ways:

     - by mutual written consent;

     - by either Deutsche Telekom or Powertel:

        -- if the Deutsche Telekom/Powertel merger has not been completed on or
           before December 31, 2001, unless the party seeking to terminate the
           Deutsche Telekom/Powertel merger has failed to fulfill its
           obligations under the Deutsche Telekom/Powertel merger agreement and
           such failure has caused the delay;

        -- if the Deutsche Telekom/Powertel merger is permanently restrained,
           enjoined or otherwise prohibited by a governmental order, decree,
           ruling or other action, and the order, decree, ruling or other action
           has become final and nonappealable;


        -- at any time that is not less than 15 days after any statute, rule,
           decree, order or injunction has been enacted, entered, promulgated or
           enforced by any governmental or regulatory authority, other than a
           court, that has the effect of making any of the closing conditions
           described under "-- Closing Conditions -- Conditions to Each Party's
           Obligations to Complete the Deutsche Telekom/Powertel
           Merger -- Legality," "-- Closing Conditions -- Conditions to Each
           Party's Obligations to Complete the Deutsche Telekom/Powertel
           Merger -- Regulatory Approvals" and "Regulatory
           Approvals -- Regulatory Approvals Required for the Deutsche


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   185

           Telekom/VoiceStream Merger and the Deutsche Telekom/Powertel Merger"
           incapable of being satisfied by December 31, 2001; or

        -- if Powertel's stockholders fail to approve the Deutsche
           Telekom/Powertel merger at the Powertel special meeting; or

     - by Powertel:

        -- if a condition to the obligations of Powertel to complete the
           Deutsche Telekom/Powertel merger is or becomes incapable of being
           satisfied prior to December 31, 2001; or

        -- if Deutsche Telekom breaches or fails to perform in any material
           respect any of its representations, warranties, covenants or other
           agreements contained in the Deutsche Telekom/Powertel merger
           agreement, which breach or failure cannot be cured by Deutsche
           Telekom before December 31, 2001, or, if curable, is not cured by
           Deutsche Telekom within 30 days of receipt by Deutsche Telekom of
           notice of the breach from Powertel and such breach or failure renders
           any condition to the obligation of Powertel to complete the Deutsche
           Telekom/Powertel merger incapable of being satisfied prior to
           December 31, 2001; or

     - by Deutsche Telekom:

        -- if Powertel breaches or fails to perform in any material respect any
           of its representations, warranties, covenants or other agreements
           contained in the Deutsche Telekom/Powertel merger agreement, which
           breach or failure cannot be cured by Powertel before December 31,
           2001, or, if curable, is not cured by Powertel within 30 days of
           receipt by Powertel of notice of the breach from Deutsche Telekom and
           such breach or failure renders any condition to the obligations of
           Deutsche Telekom to complete the Deutsche Telekom/Powertel merger
           incapable of being satisfied prior to December 31, 2001;

        -- if a condition to the obligations of Deutsche Telekom to complete the
           Deutsche Telekom/Powertel merger is or becomes incapable of being
           satisfied prior to December 31, 2001;

        -- if, in connection with the grant of any required regulatory approval
           relating to the Deutsche Telekom/Powertel merger, Powertel, Deutsche
           Telekom, VoiceStream or any of their subsidiaries will be required to
           divest or hold separate or otherwise take any action that limits its
           freedom of action with respect to Powertel, Deutsche Telekom,
           VoiceStream or any of their subsidiaries or any material assets of
           Powertel, Deutsche Telekom, VoiceStream or any of their subsidiaries,
           or any of the businesses, product lines or assets of Powertel,
           Deutsche Telekom, VoiceStream or any of their subsidiaries and such
           order, decree, ruling, or other action will have become final and
           nonappealable; or

        -- if the VoiceStream/Powertel merger agreement has been terminated at
           any time prior to the termination or consummation of the Deutsche
           Telekom/VoiceStream merger agreement.


     Should any of these potential grounds for termination occur, Powertel's
board of directors may or may not exercise its rights to terminate the Deutsche
Telekom/Powertel merger agreement.


     Termination Fees Payable to Deutsche Telekom.  Powertel has agreed to pay
Deutsche Telekom a termination fee of $150 million plus expenses not to exceed
$10 million if all three of the following events occur:

        - after August 26, 2000 and before the Powertel special meeting a
          proposal for certain types of alternative transactions is announced or
          publicly disclosed and not withdrawn;

        - the Deutsche Telekom/Powertel merger agreement is terminated by either
          party because Powertel's stockholders do not approve the Deutsche
          Telekom/Powertel merger at the Powertel special meeting; and

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        - within six months after the termination of the Deutsche
          Telekom/Powertel merger agreement, Powertel enters into a definitive
          agreement with any third party with respect to certain types of
          alternative transactions.

       In that circumstance, Powertel would pay to Deutsche Telekom the
       termination fee no later than one business day after the signing of the
       definitive agreement with the third party.

     In the event Powertel is also obligated to pay a termination fee pursuant
to the VoiceStream/Powertel merger agreement, Powertel will instead pay each of
Deutsche Telekom and VoiceStream $75 million plus expenses not to exceed $10
million. For purposes of determining whether a termination fee is payable, the
term "alternative transaction" has the meaning described under "-- Offers for
Alternative Transactions," except that the 20% thresholds are treated as 50%
thresholds, and mergers or business combinations in which Powertel stockholders
would continue to hold at least 65% of the outstanding stock of the entity
surviving the transaction are not considered to be "alternative transactions".

  Expenses

     Whether or not the Deutsche Telekom/Powertel merger is completed, all costs
and expenses incurred in connection with the Deutsche Telekom/Powertel merger
and the Deutsche Telekom/Powertel merger agreement will be paid by the party
incurring the expense, except that Deutsche Telekom, VoiceStream and Powertel
will share equally the costs and expenses of printing the Form F-4 registration
statement and this document, and Deutsche Telekom and Powertel will each share
equally the costs and expenses of any SEC filing fees with respect to the
Deutsche Telekom/Powertel merger. Deutsche Telekom, VoiceStream and Powertel
have shared the costs and expenses of the filing fees paid under the HSR Act.

  Amendment; Waiver; Assignment

     Powertel, Deutsche Telekom and merger subsidiary may amend the Deutsche
Telekom/Powertel merger agreement by written agreement prior to completion of
the Deutsche Telekom/Powertel merger, but after Powertel's stockholders have
approved the Deutsche Telekom/Powertel merger agreement, no amendment may be
made which by law requires further stockholder approval without such approval
being obtained.

     At any time before the Deutsche Telekom/Powertel merger is completed,
Powertel, Deutsche Telekom and merger subsidiary may:

     - extend the time for the performance of any of the obligations or other
       acts required by the Deutsche Telekom/Powertel merger agreement; and

     - waive any inaccuracies in the representations and warranties or contained
       in the Deutsche Telekom/Powertel merger agreement or any document
       required to be delivered pursuant to the Deutsche Telekom/Powertel merger
       agreement.

     Deutsche Telekom, Powertel and merger subsidiary may not assign the
Deutsche Telekom/Powertel merger agreement or any of their rights, interests or
obligations under the Deutsche Telekom/Powertel merger agreement, in whole or in
part, to any other person, without the prior written consent of the non-
assigning parties; except that:

     - Deutsche Telekom may assign the Deutsche Telekom/Powertel merger
       agreement to an entity which owns more than 80% of the Deutsche Telekom
       ordinary shares and which succeeds to all of the rights and obligations
       of Deutsche Telekom under the Escrow Agency Agreement executed pursuant
       to the Deutsche Telekom/Powertel merger agreement; and

     - merger subsidiary may assign the Deutsche Telekom/Powertel merger
       agreement to an entity which is a direct, wholly-owned subsidiary of the
       entity to which Deutsche Telekom has assigned the agreement under the
       immediately preceding clause.

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  Important Definition

     "material adverse effect."  As used in the Deutsche Telekom/Powertel merger
agreement, a "material adverse effect" on any company means any change in or
effect on the business of the company and its subsidiaries that is or is
reasonably likely to be materially adverse to the business, operations or
financial condition of the company.

     However, "material adverse effect" does not include the effects of changes
or developments:

     - in the wireless telecommunications industry, including regulatory and
       political conditions, and not uniquely relating to Deutsche Telekom or
       Powertel;

     - in the U.S. or European economy;

     - in the U.S. or European securities markets; or

     - resulting from the announcement or the existence of the Deutsche
       Telekom/Powertel merger agreement and the transactions contemplated by
       the Deutsche Telekom/Powertel merger agreement.

  Amendment and Restatement

     The Deutsche Telekom/Powertel merger agreement was originally entered into
between Deutsche Telekom and Powertel on August 26, 2000. On September 28, 2000
the Deutsche Telekom/Powertel merger agreement was amended and restated for the
purpose of making merger subsidiary a party to the agreement and other technical
changes.


     On February 8, 2001 the Deutsche Telekom/Powertel merger agreement was
further amended and restated primarily for the purpose of permitting Powertel to
pay a stock dividend of 0.0075 of a Powertel common share for each Powertel
common share outstanding prior to the completion of the Deutsche
Telekom/Powertel merger and, in the event that such dividend is paid, to adjust
correspondingly the exchange ratios for exchange of Powertel preferred stock for
Deutsche Telekom shares pursuant to the Deutsche Telekom/Powertel merger
agreement and to provide that the earliest date that the Deutsche
Telekom/Powertel merger will be completed is May 31, 2001. This amendment also
provided that if all of the conditions to completion of the Deutsche
Telekom/Powertel merger are satisfied or waived as of a date that is earlier
than May 31, 2001, including the condition that no material adverse effect on
Powertel shall have occurred, then after that earlier date Deutsche Telekom will
no longer have the ability to terminate the Deutsche Telekom/Powertel merger
agreement because of any material adverse effect on, or any material inaccuracy
in, a representation or warranty of Powertel.


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DEUTSCHE TELEKOM'S AGREEMENTS WITH STOCKHOLDERS OF POWERTEL

     In connection with the execution of the Deutsche Telekom/Powertel merger
agreement, stockholders of Powertel who, in the aggregate, had sufficient voting
power as of the Powertel record date to approve the Deutsche Telekom/Powertel
merger entered into separate stockholder agreements with Deutsche Telekom and
agreed to vote all of their shares in favor of the Deutsche Telekom/Powertel
merger. We summarize the material terms of these agreements below, and this
description is qualified in its entirety by reference to the text of the
agreements, copies of which have been filed as exhibits to Deutsche Telekom's
and VoiceStream's respective registration statements and are incorporated herein
by reference.

     The following Powertel stockholders and some of their affiliates have
entered into stockholder agreements with Deutsche Telekom in connection with the
Deutsche Telekom/Powertel merger:

    ITC Holding Company, Inc.
    SCANA Communications Holdings, Inc.
    Sonera Corporation
    Donald W. Burton and certain limited partnerships controlled by him
    American Water Works Company

  Agreement to Vote

     Each stockholder agreement obligates the stockholder that is a party to the
agreement to vote all its Powertel shares in favor of the Deutsche
Telekom/Powertel merger and the Deutsche Telekom/Powertel merger agreement and
to vote all of its Powertel shares against any alternative transaction, as
defined in the Deutsche Telekom/Powertel merger agreement and as discussed under
"-- The Deutsche Telekom/ Powertel Merger Agreement -- Offers For Alternative
Transactions," or the liquidation or winding up of Powertel. Each stockholder's
obligation to vote in this manner applies whether or not the Powertel board of
directors continues to recommend the Deutsche Telekom/Powertel merger to the
Powertel stockholders.

  Transfer Restrictions and Waiver of Rights

     Each stockholder agreement restricts or limits the ability of the
stockholder that is a party to the agreement to sell, transfer, pledge, assign
or otherwise dispose of, including by short sale or the use of derivative or
futures contracts, any shares of, or rights to purchase, Powertel shares or,
until six months after completion of the Deutsche Telekom/Powertel merger,
Deutsche Telekom ADSs or Deutsche Telekom ordinary shares, in each case that are
subject to the stockholder agreement, except in limited circumstances, with
Deutsche Telekom's written consent or as expressly permitted by the stockholder
agreement or pursuant to the Deutsche Telekom/Powertel merger agreement. In that
regard, each stockholder agreement, other than the agreement with American Water
Works Company, provides that:

     - until the later of January 1, 2001 and the date of the Powertel special
       meeting, the stockholder may not sell, transfer, pledge, assign or
       otherwise dispose of, any Powertel shares or rights that are subject to
       the stockholder agreement;

     - from the later of January 1, 2001 and the date of the Powertel special
       meeting, until the earlier of the completion of the Deutsche
       Telekom/Powertel merger or the termination of the Deutsche
       Telekom/Powertel merger agreement, the stockholder may sell or transfer
       up to an aggregate of 17.5% of the total number of Powertel shares owned
       by such stockholder, which percentage increases to 21.25% on August 1,
       2001 and to 25% on September 1, 2001 if the Deutsche Telekom/Powertel
       merger is not completed by those dates;

     - from the completion of the Deutsche Telekom/Powertel merger through and
       including the three month anniversary of the completion of the Deutsche
       Telekom/Powertel merger, the stockholder may not sell or transfer any
       Deutsche Telekom ADSs, Deutsche Telekom ordinary shares or securities
       convertible into Deutsche Telekom ADSs or Deutsche Telekom ordinary
       shares;

     - from the day following the three month anniversary of the completion of
       the Deutsche Telekom/Powertel merger, through and including the six month
       anniversary of the completion of the Deutsche Telekom/Powertel merger,
       the stockholder may sell or transfer up to an aggregate of 40%

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of the total number of Deutsche Telekom ADSs or Deutsche Telekom ordinary shares
owned by the stockholder, as calculated pursuant to the stockholder agreement;
and

     - after the six month anniversary of the completion of the Deutsche
       Telekom/Powertel merger, all sale and transfer restrictions end.

Deutsche Telekom reserves the right to waive the transfer restrictions described
above at any time or from time to time.

     Each stockholder, other than American Water Works Company, agreed to waive,
until the earlier of the completion of the Deutsche Telekom/Powertel merger or
termination of the Deutsche Telekom/Powertel merger agreement, any preemptive
rights and, until the earlier of:

     - the later of (A) January 1, 2001 and (B) the date of the Powertel special
       meeting; and

     - the termination of the Deutsche Telekom/Powertel merger agreement,

any registration rights they may have.

Each stockholder also agreed to terminate any of its existing registration
rights agreements with Powertel upon the completion of the Deutsche
Telekom/VoiceStream merger.

     In some circumstances, if Deutsche Telekom acquires any other company for
consideration in excess of $15 billion and significant stockholders of the
acquired company enter into agreements or could reasonably be expected to enter
into agreements with Deutsche Telekom that are more favorable to those
stockholders in terms of the obligations to vote in favor of the related
transaction or to refrain from selling or transferring shares, the transfer
restrictions in the stockholder agreements will be modified to reflect the more
favorable provisions or absence of restrictions, as the case may be.

  Termination


     Each stockholder agreement will terminate, except with respect to the
transfer restrictions, which will terminate as set forth above, and the
agreement to vote, which will terminate upon the earlier of the completion or
termination of the Deutsche Telekom/Powertel merger agreement, upon the earliest
to occur of:


     - the completion of the Deutsche Telekom/Powertel merger;

     - the termination of the Deutsche Telekom/Powertel merger agreement; and

     - August 26, 2002.

  No Solicitation

     Each stockholder agrees not to solicit, initiate or participate in, and not
to authorize any representatives to solicit, initiate or participate in,
discussions or negotiations regarding transactions or business combinations
between Powertel and a company other than Deutsche Telekom, except as otherwise
permitted by the Deutsche Telekom/Powertel merger agreement. See "-- The
Deutsche Telekom/Powertel Merger Agreement -- Offers for Alternative
Transactions."

  The Stockholder Agreement with American Water Works Company

     The transfer restrictions described above applicable to each of the
stockholder agreements do not apply to American Water Works Company. The
American Water Works Company stockholder agreement only restricts transfers of
Powertel shares by the American Water Works Company as described below:

     - until the date of the Powertel special meeting, the American Water Works
       Company may not sell, transfer, pledge, assign or otherwise dispose of,
       any Powertel shares or rights that are subject to its stockholder
       agreement; and

     - until the date of the Powertel special meeting, the American Water Works
       Company may not effect, directly or indirectly, or through any
       arrangement with a third party pursuant to which such

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       third party may effect, directly or indirectly, any short sales of
       Powertel shares that are subject to its stockholder agreement, as well as
       any short sales of Deutsche Telekom ADS, Deutsche Telekom ordinary shares
       or securities convertible into Deutsche Telekom ADSs or Deutsche Telekom
       ordinary shares that are subject to the agreement.

DEUTSCHE TELEKOM'S AGREEMENT WITH JOINT VENTURE PARTNERS OF POWERTEL

     In connection with the execution of the Deutsche Telekom/Powertel merger
agreement, Deutsche Telekom entered into separate agreements with Eliska
Wireless Investors I, L.P. and Sonera Holding B.V., joint venture partners of
Powertel. We summarize the material terms of these agreements below and the
following summaries are qualified in their entirety by reference to the text of
the agreements, copies of which have been filed as an exhibit to Deutsche
Telekom's and VoiceStream's respective registration statements and are
incorporated herein by reference.

  Agreement with Eliska Wireless Investors I, L.P.

     Under the agreement with Eliska Wireless Investors, Deutsche Telekom agreed
to assume on the date the Deutsche Telekom/Powertel merger is completed various
obligations of Powertel under an existing agreement relating to Eliska Wireless
Investors' rights, exercisable at various times, to exchange its ownership
interest in an affiliate of Eliska Wireless for shares or cash. Eliska Wireless
Investors agreed that its registration rights under an existing agreement will
be terminated on the date the Deutsche Telekom/Powertel merger is completed.

  Agreement with Sonera Holding B.V.


     Deutsche Telekom has agreed to assume, on the date the Deutsche
Telekom/Powertel merger is completed, obligations under an existing agreement
between Powertel and Sonera Holding B.V. relating to the DiGiPH transaction,
including, without limitation, Sonera Holding B.V.'s right to exchange its
ownership interest in an affiliate of Eliska Wireless for Deutsche Telekom
shares.


THE VOICESTREAM/POWERTEL MERGER AGREEMENT


     The following is a summary of the material provisions of the
VoiceStream/Powertel merger agreement. This summary is qualified in its entirety
by reference to the VoiceStream/Powertel merger agreement, a copy of which is
attached as Annex C to this proxy statement/prospectus and is incorporated
herein by reference. VoiceStream and Powertel stockholders are urged to read the
VoiceStream/Powertel merger agreement in its entirety, as it is the legal
document governing the VoiceStream/Powertel merger. This section assumes that
the VoiceStream/Powertel merger will occur. You should remember, however, that
the VoiceStream/Powertel merger will not occur if the Deutsche
Telekom/VoiceStream merger occurs.


  The VoiceStream/Powertel Merger


     A Delaware corporation formed by VoiceStream will merge with and into
Powertel, and, as a result, Powertel will become a wholly-owned subsidiary of
VoiceStream.


  Effective Time and Timing of Closing

     The VoiceStream/Powertel merger will be completed and become effective when
Powertel files a certificate of merger with the Secretary of State of the State
of Delaware or at such later time as is specified in the certificate of merger
in accordance with Delaware law. We expect the VoiceStream/ Powertel merger to
become effective on the same day as the closing of the VoiceStream/Powertel
merger. The closing of the VoiceStream/Powertel merger will take place on the
fifth business day after the conditions to the VoiceStream/Powertel merger have
been satisfied or waived, or on such other date as VoiceStream and Powertel may
agree. In addition, on the closing date of the VoiceStream/Powertel

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merger or as soon as possible after the closing date, VoiceStream and Powertel
will undertake a number of additional actions, including making filings with
regulatory and stock exchange authorities, necessary to permit the issuance of
the VoiceStream/Powertel merger consideration under Delaware law and the rules
of the Nasdaq Stock Market.


  Consideration To Be Received in the VoiceStream/Powertel Merger


     In the VoiceStream/Powertel merger, holders of Powertel common shares will
receive for each of their Powertel common shares a number of VoiceStream common
shares determined as follows:

     - 0.75 of a VoiceStream common share if the VoiceStream average closing
       price is $113.33 or below;

     - 0.65 of a VoiceStream common share if the VoiceStream average closing
       price is $130.77 or above; or

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

     We refer to the number of VoiceStream common shares a Powertel stockholder
will receive in the VoiceStream/Powertel merger in exchange for their Powertel
common shares as the "conversion number". The conversion number is subject to
adjustment as described below.

     Holders of Powertel preferred shares will receive for each Powertel
preferred share the right to receive a number of VoiceStream common shares
determined by multiplying the conversion number by the sum of:

     - the number of Powertel common shares into which such Powertel preferred
       share would be converted as of the completion of the VoiceStream/Powertel
       merger, plus

     - with respect to Powertel Series E preferred shares and Series F preferred
       shares, the number of Powertel common shares that represent accrued or
       declared but unpaid dividends on those Powertel preferred shares.

     The "VoiceStream average closing price" means the volume weighted average
closing price, based on the Nasdaq composite volume published by The Wall Street
Journal, of the VoiceStream common shares as publicly reported on the Nasdaq
Stock Market as of 4:00 p.m. eastern time on 10 trading days randomly selected
from the 20 trading-day period ending five trading days prior to the completion
of the VoiceStream/Powertel merger.


     Adjustment of Conversion Number if Maximum Share Amount is Exceeded.  The
conversion number was determined assuming that at the time the
VoiceStream/Powertel merger is completed, the aggregate number of Powertel
common shares outstanding on a fully diluted basis and adjusted for specific
commitments to issue Powertel common shares, excluding Powertel common shares
issuable as dividends after August 26, 2000 on the Series E preferred shares and
Series F preferred shares, will not exceed the "maximum share amount". In this
document we refer to this aggregate number of Powertel common shares as the
"adjusted fully diluted shares amount." The maximum share amount is 55,742,000
and may be reduced as set forth in the VoiceStream/Powertel merger agreement.
The conversion number is subject to adjustment in the event that the adjusted
fully diluted shares amount as of the date the VoiceStream/ Powertel merger is
completed exceeds the maximum share amount. In the event of an adjustment, the
effect will be to cap the number of VoiceStream common shares that will be
issued in the VoiceStream/ Powertel merger and to reduce the number of
VoiceStream common shares to be received by Powertel stockholders, optionholders
and warrantholders in the VoiceStream/Powertel merger in exchange for each of
their Powertel common shares or Powertel preferred shares, as the case may be.
We illustrate below how the adjustment mechanism will be used.



     - Step 1. Derive the adjusted fully diluted shares amount: The adjusted
       fully diluted shares amount is the sum of the number of outstanding
       Powertel common shares, less the number of shares issuable


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       as dividends after August 26, 2000 on the Series E preferred shares and
       Series F preferred shares, plus

        -- the number of Powertel common shares issuable upon conversion of the
           Powertel preferred shares;

        -- the number of Powertel common shares issuable pursuant to the
           exercise of Powertel stock options and Powertel warrants;

        -- the number of Powertel common shares issuable pursuant to Powertel
           restricted stock awards;

        -- the number of Powertel common shares issuable pursuant to the
           exercise of the put rights held by Sonera Holding B.V. and Eliska
           Wireless Investors, unless such rights have been terminated;

        -- the number of Powertel common shares issuable pursuant to the stock
           purchase agreement between Powertel and Sonera Holding B.V., unless
           this stock purchase agreement has been terminated;

        -- the number of Powertel common shares issuable pursuant to the
           exercise of any stock appreciation rights, phantom stock rights or
           other contractual rights the value of which is determined in whole or
           in part by the value of any Powertel shares; and

        -- the number of Powertel common shares issuable pursuant to any other
           securities outstanding, which are convertible into, or exercisable or
           exchangeable for, Powertel common shares.

     - Step 2. Derive the adjustment factor: The adjustment factor is a fraction
       (a) the numerator of which is 55,742,000, as it may be adjusted in
       accordance with the VoiceStream/Powertel merger agreement, and (b) the
       denominator of which is the adjusted fully diluted shares amount.

     - Step 3. Derive the adjusted conversion number: The conversion number will
       be reduced by multiplying the conversion number by the adjustment factor.

     - Step 4. Derive the adjusted stock consideration: Each outstanding
       Powertel common share, each Powertel common share issuable upon the
       exercise of outstanding Powertel warrants and Powertel stock options and
       each Powertel preferred share will then be converted in the VoiceStream/
       Powertel merger into the right to receive a number of VoiceStream common
       shares equal to the adjusted conversion number calculated pursuant to
       Step 3.

     Example. If the adjusted fully diluted shares amount exceeds 55,742,000, as
it may be adjusted in accordance with the VoiceStream/Powertel merger agreement,
we would calculate the number of VoiceStream common shares into which each
Powertel share will be converted as illustrated above. Assuming that the
adjusted fully diluted shares amount is 55,795,000, then the adjustment factor
would be 0.9991. If you own 100 Powertel common shares and the VoiceStream
average closing price is $110.00 under these circumstances, you would receive
the amount of VoiceStream common shares equal to 0.75 multiplied by 0.9991,
multiplied by the number of shares you hold, or 100, for a total of 74
VoiceStream common shares, plus cash for 0.929 of a VoiceStream common share.

     Powertel stockholders will not receive fractional VoiceStream common shares
and instead will receive an amount of cash calculated in the manner described
under "-- Exchange of Certificates Representing Powertel Shares."

     Other Potential Adjustments.  The conversion number will be adjusted in the
event that one of the following occurs or the record date for one of the
following is set before the completion of the VoiceStream/Powertel merger:


     - any reclassification, stock-split or stock dividend with respect to the
       VoiceStream common shares or Powertel common shares;


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     - any change, exchange or conversion of VoiceStream common shares into
       other securities or property; or

     - any dividend or distribution with respect to VoiceStream common shares.


  Adjustment of Conversion Number in Connection with the 0.0075 Permitted Stock
  Dividend



     The VoiceStream/Powertel merger agreement provides that in the event
VoiceStream and/or Powertel pays the 0.0075 stock dividend discussed previously
in this document in connection with the Deutsche Telekom/VoiceStream merger
agreement and the Deutsche Telekom/Powertel merger agreement, as applicable, the
calculation of the conversion number will be adjusted as appropriate so that the
aggregate consideration received by Powertel stockholders in the
VoiceStream/Powertel merger following such stock dividend will be equivalent to
the aggregate consideration Powertel stockholders would have received if the
stock dividend had not been paid. For example, if VoiceStream pays a dividend of
0.0075 of a VoiceStream common share for each VoiceStream common share
outstanding and Powertel pays a stock dividend of 0.0075 of a Powertel common
share for each Powertel common share outstanding, the conversion number will be
0.65 if the average closing price of the VoiceStream common shares is $129.80 or
above and 0.75 if the average closing price of VoiceStream common shares is
$112.49 or below. If the average closing price of VoiceStream common shares is
greater than $112.49 and less than $129.80, the conversion number will be the
quotient determined by dividing $84.37 by the average closing price of
VoiceStream common shares.


  Treatment of Powertel Warrants

     VoiceStream will assume all obligations of Powertel with respect to any
warrants to purchase Powertel common shares granted pursuant to the warrant
agreement dated February 7, 1996 between Powertel and Bankers Trust Company, as
warrant agent, outstanding at the time the VoiceStream/Powertel merger is
completed.

  Exchange of Certificates Representing Powertel Shares

     ChaseMellon Shareholder Services LLC will act as exchange agent in the
VoiceStream/Powertel merger. Shortly after the VoiceStream/Powertel merger is
completed, ChaseMellon will mail to each registered holder of Powertel common
shares and Powertel preferred shares a letter of transmittal which the holder
must properly complete and deliver to the exchange agent with the holder's stock
certificates.

     After a record holder of Powertel shares delivers certificates for those
shares and a properly completed letter of transmittal to the exchange agent, the
exchange agent will deliver to the holder:

     - the number of whole VoiceStream common shares included in the merger
       consideration in respect of such Powertel shares; and

     - after giving effect to any required tax withholdings, a check in the
       amount of:

        -- cash in lieu of any fractional interest in VoiceStream common shares
           on the terms described below, plus

        -- any cash dividends or other distributions that the holder has the
           right to receive, including dividends or other distributions payable
           with respect to the holders of VoiceStream common shares with a
           record date after the completion of the VoiceStream/Powertel merger
           and a payment date on or before the date the holder properly delivers
           Powertel stock certificates to the exchange agent.

     The exchange agent will not deliver fractional VoiceStream common shares in
connection with the VoiceStream/Powertel merger. Instead, each holder of
Powertel shares exchanged in the VoiceStream/Powertel merger who would otherwise
have received a fraction of a VoiceStream common share will be entitled to
receive an amount in cash determined by multiplying the per share closing price
on the Nasdaq
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Stock Market of VoiceStream common shares on the date on which the
VoiceStream/Powertel merger is completed by the fractional share to which the
holder would otherwise be entitled.

     Powertel shares that are surrendered to the exchange agent will be
canceled. No interest will be paid or accrued on any amount payable to holders
of Powertel shares. In addition, no holder of Powertel shares will receive any
dividends or other distributions with respect to VoiceStream common shares to
which the holder is entitled under the VoiceStream/Powertel merger agreement
until that holder's Powertel share certificate is surrendered to the exchange
agent with a properly completed letter of transmittal.

     If any VoiceStream common shares are to be delivered to a person other than
the registered holder of the Powertel shares represented by the certificates
surrendered to the exchange agent:

     - those Powertel certificates must be properly endorsed or otherwise be in
       proper form for transfer; and

     - the person requesting the delivery must pay to the exchange agent any
       transfer or other taxes required as a result of delivery to a person
       other than the registered holder, or establish to the satisfaction of the
       exchange agent that such tax has been paid or is not payable.

     VoiceStream or the exchange agent will be entitled to deduct and withhold
from the consideration otherwise payable pursuant to any holder of Powertel
shares any amounts they are required to deduct and withhold with respect to the
making of such payment under the U.S. tax code or under any provision of state,
local or foreign tax law.

  Treatment of Powertel Options and Restricted Stock


     Powertel Options.  If the VoiceStream/Powertel merger is completed, each
outstanding Powertel stock option will be converted into an option to purchase
the number of VoiceStream common shares determined by multiplying the number of
Powertel common shares subject to the option immediately prior to completion of
the VoiceStream/Powertel merger by the applicable conversion number. The
conversion number is subject to adjustment as described under "-- Consideration
To Be Received in the VoiceStream/Powertel Merger." The exercise price per
VoiceStream common share for each of these options will be the exercise price
per Powertel common share applicable to that option immediately prior to the
completion of the VoiceStream/Powertel merger divided by the conversion number
increased to the nearest whole cent. The replacement options will generally have
the same terms and conditions as were applicable under the Powertel option
plans.


     Powertel Restricted Stock.  At the time the VoiceStream/Powertel merger is
completed, the Powertel restricted stock plan will terminate and any unvested
Powertel restricted stock awards will become fully vested, except as otherwise
provided in the individual restricted stock award agreements.

  Dissenting Shares

     If appraisal rights for any Powertel preferred shares are perfected by any
holder of preferred shares then those shares will be treated as described under
"The Deutsche Telekom/Powertel Merger and the VoiceStream/Powertel
Merger -- Appraisal Rights."

  Representations and Warranties

     The VoiceStream/Powertel merger agreement contains a number of
representations and warranties made by VoiceStream and Powertel to each other,
including those regarding:

     - due organization, good standing and qualification;

     - capital structure;

     - corporate authority to enter into the VoiceStream/Powertel merger
       agreement and the stockholder agreements and lack of conflicts with
       corporate governance documents, contracts or laws;

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     - governmental filings;

     - accuracy of SEC reports, financial statements and information provided
       for inclusion in this document by the parties;

     - absence of certain material changes or events since December 31, 1999;

     - permits and licenses;

     - compliance with laws;

     - absence of undisclosed liabilities and pending litigation;

     - the receipt of a fairness opinion from a financial advisor;

     - finders or brokers fees;

     - tax matters, including the absence of facts inconsistent with the
       qualification of the VoiceStream/Powertel merger as a reorganization
       under Section 368(a) of the U.S. tax code;

     - the vote necessary to approve the VoiceStream/Powertel merger agreement;
       and

     - absence of affiliate transactions.

     In addition, Powertel made representations and warranties to VoiceStream as
to:

     - employee benefit plans;

     - employees and employment practices;

     - Section 203 of the Delaware General Corporation Law and other
       anti-takeover laws enacted under Georgia or Delaware law applicable to
       Powertel;

     - intellectual property; and

     - material contracts.

In addition, the VoiceStream/Powertel merger agreement contains representations
and warranties made by the merger subsidiary to Powertel representing some of
the above matters.

  Conduct of Business Pending the VoiceStream/Powertel Merger

     Covenants of Powertel.  Except as contemplated by the VoiceStream/Powertel
merger agreement or the Deutsche Telekom/Powertel merger agreement, Powertel has
agreed that, until the earlier of completion of the VoiceStream/Powertel merger
or the termination of the VoiceStream/Powertel merger agreement, it will carry
on its and its subsidiaries' business in the ordinary course in all material
respects. Until the VoiceStream/Powertel merger is completed or the
VoiceStream/Powertel merger agreement is terminated, Powertel and its
subsidiaries will not take the actions listed in the VoiceStream/Powertel merger
agreement, which includes the following actions, without VoiceStream's prior
written consent, except under limited circumstances specified in the
VoiceStream/Powertel merger agreement:

     - declare, set aside or pay dividends on, or make distributions in respect
       of, Powertel shares, or split, combine or reclassify any outstanding
       Powertel shares;

     - redeem or repurchase any Powertel shares, except as required by
       Powertel's certificate of incorporation or the Powertel stock option
       plans;

     - issue, deliver, pledge, sell or encumber any Powertel shares or any
       options or other rights to acquire those shares;

       - Important Exception:


         -- Powertel may issue Powertel common shares upon the closing of the
            DiGiPH transaction and the performance of the agreements entered
            into in connection with the DiGiPH transaction,


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            including the stock purchase agreement between Powertel and Sonera
            Holding B.V., the put agreement dated May 30, 2000 between Powertel,
            Eliska Wireless Investors and Sonera Holding B.V. and the put
            agreement dated May 30, 2000 between Powertel and Sonera Holding
            B.V.; or otherwise pursuant to previously disclosed contractual
            obligations existing prior to the execution of the
            VoiceStream/Powertel merger agreement; and

         -- Powertel may issue rights to acquire Powertel shares and may issue
            shares pursuant to such rights for an aggregate of 575,000 Powertel
            common shares pursuant to annual incentive grants, grants to newly
            hired employees and grants to be made pursuant to the DiGiPH
            transaction;

     - adopt, amend or propose to amend any stockholder rights plan or related
       rights plan;

     - acquire any business, corporation or partnership, or substantially all of
       the assets of any of the foregoing;

       - Important Exceptions:

         -- Powertel is permitted to enter into acquisition transactions which
            involve individually, or in the aggregate, a purchase price of
            $500,000 or less without VoiceStream's consent;

         -- Powertel is permitted to make capital expenditures in accordance
            with its capital budget for the fiscal years 2000 and 2001; and

         -- Powertel may enter into transactions in connection with the DiGiPH
            transaction;

     - authorize or make capital expenditures other than those for less than the
       aggregate annual amount contained in Powertel's capital budget for the
       years 2000 and 2001;

     - sell, lease, encumber or otherwise dispose of any of its assets;

     - increase the compensation or reimbursement allowances payable to an
       officer or director;

     - enter into employment or severance agreements with, or establish any new
       benefit plan, other than in the ordinary course of business consistent
       with past practice or amend any existing Powertel benefit plan or take
       any action inconsistent with the cash bonus, retention bonus, incentive
       bonus, severance, equity awards and other plans set out in the
       VoiceStream/Powertel merger agreement, which are described in more detail
       below;

     - make any awards under an existing Powertel benefit plan for the benefit
       of any director, officer or employee, except in the ordinary course of
       business consistent with past practices;

     - except as required by a change in law or U.S. GAAP, make any change in
       its method of accounting or its fiscal year;

     - enter into, modify or amend in any material respect or terminate any
       material contract or agreement to which Powertel is a party, or waive,
       release or assign any material rights or claims;

     - amend any term of any of its outstanding securities in any material
       respect;

     - adopt a plan or agreement of complete or partial liquidation,
       dissolution, merger, consolidation, restructuring, recapitalization or
       other material reorganization;

     - incur or guarantee material indebtedness, including refinancing existing
       indebtedness;

     - create, incur, assume, or allow to exist material liens upon any property
       or assets, except for liens arising in the ordinary course of business or
       to secure indebtedness or arising by operation of law;

     - guarantee any indebtedness, leases, dividends or other third party
       obligations;

     - make any loan or capital contributions to or investment in any person,
       other than loans, capital contributions or investments made in the
       ordinary course of business, as required in connection with the DiGiPH
       transaction, or made to wholly-owned subsidiaries;
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     - enter into any agreement that materially restricts Powertel, or after
       completion of the VoiceStream/Powertel merger could materially restrict
       VoiceStream or the surviving corporation from engaging in the business of
       providing wireless telecommunications services or developing wireless
       telecommunications technology anywhere in the world, or otherwise from
       engaging in any other business;

     - initiate, settle, appeal or propose to settle, initiate or appeal any
       material litigation, investigation, arbitration, proceeding or other
       claim;

     - make any material tax election or enter into any settlement or compromise
       of any material tax liability;

     - take action that could reasonably be expected to make any representation
       or warranty of Powertel under the VoiceStream/Powertel merger agreement
       inaccurate and have a material adverse effect on Powertel at the
       completion of the VoiceStream/Powertel merger;

     - adopt, amend or propose to amend any Powertel benefit plans or make any
       discretionary contributions to any Powertel benefit plan which is also an
       "employee pension benefit plan" or "employee welfare benefit plan" as
       defined in the Employee Retirement Income Security Act of 1974, as
       amended, other than as required by law or as may be required to maintain
       compliance with the U.S. tax code and except for other limited
       exceptions;

     - file any amended tax returns if the result would be a material increase
       in Powertel's tax liability;

     - take action that would reasonably be expected to materially impair or
       delay obtaining the necessary regulatory approvals to complete the
       VoiceStream/Powertel merger;

     - take any action that would be reasonably likely to prevent or impede the
       VoiceStream/Powertel merger from qualifying as a reorganization within
       the meaning of Section 368(a) of the U.S. tax code;

     - take any action that would cause the Powertel common shares to cease to
       be quoted on the Nasdaq Stock Market;

     - during the five business days prior to the completion of the
       VoiceStream/Powertel merger, take or omit to take any action that could
       increase the number of Powertel shares outstanding on a fully diluted
       basis; or

     - enter into any contract, agreement or arrangement to do any of the
       foregoing.


     Covenants of VoiceStream.  VoiceStream has agreed that until the
VoiceStream/Powertel merger is completed, VoiceStream and its subsidiaries will
not take the actions listed in the VoiceStream/Powertel merger agreement, which
includes the following actions, without Powertel's prior written consent, except
under limited circumstances specified in the VoiceStream/Powertel merger
agreement:


     - amend its certificate of incorporation or bylaws or the equivalent
       organizational documents of any of its subsidiaries in any manner that
       would be adverse to Powertel or its stockholders;

     - reclassify, recapitalize, restructure or engage in a similar transaction
       that results in the receipt by holders of VoiceStream common shares of
       any assets, property or cash for such VoiceStream common shares;

     - take action that would or could reasonably be expected to prevent, impair
       or materially delay the ability of VoiceStream to complete the
       VoiceStream/Powertel merger;

     - take action that would reasonably be likely to materially adversely
       affect or materially adversely delay the ability of the parties to obtain
       any required regulatory approval or to complete the transactions
       contemplated in the VoiceStream/Powertel merger agreement;

     - fail to make in a timely manner any filings with the SEC required under
       the Securities Act or the Exchange Act;
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     - except as required by a change in law or U.S. GAAP, make any change in
       its method of accounting or its fiscal year; or

     - enter into or acquire any new line of business that is material to
       VoiceStream and is not strategically related to the current business or
       operations of VoiceStream.

  Offers for Alternative Transactions

     Powertel has agreed not to, has agreed not to permit any of its
subsidiaries to, has agreed not to authorize or permit any of its or their
respective officers, directors or employees to, and has agreed to use its best
efforts to cause its advisors and representatives not to:

     - solicit, initiate or encourage, or knowingly take any other action
       designed to facilitate, any alternative transaction, which we define
       below, to the VoiceStream/Powertel merger; or

     - continue or participate in any discussions or negotiations regarding any
       alternative transaction to the VoiceStream/Powertel merger.

     However, if at any time before Powertel stockholders approve the
VoiceStream/Powertel merger, Powertel receives an unsolicited proposal for an
alternative transaction, then Powertel may, after giving VoiceStream three
business days' advance written notice:

     - furnish information with respect to Powertel pursuant to a
       confidentiality agreement substantially similar to the confidentiality
       agreement in place between VoiceStream and Powertel; and

     - engage in discussions and negotiations with the persons that made such
       proposal;

but only if:

     - the Powertel board of directors has determined in good faith, after
       receiving advice from outside counsel, that providing information to the
       third party or participating in negotiations or discussions could be
       reasonably expected to result in a superior proposal, which we define
       below, being made; and

     - Powertel is not otherwise in breach of its obligations described above
       not to solicit or engage in discussions regarding an alternative
       transaction.

  Important Definitions:

     "alternative transaction" means a proposal or intended proposal regarding
any of the following:

     - a transaction or series of transactions in which any third party would
       acquire, directly or indirectly, beneficial ownership of outstanding
       shares representing more than 20% of the voting power of the outstanding
       Powertel shares or pursuant to a tender offer or exchange offer;

     - any acquisition of or business combination with Powertel or any of its
       subsidiaries, as applicable, by a merger or other business combination;
       or

     - any transaction in which any third party acquires or would acquire,
       directly or indirectly, control of assets of Powertel or any of its
       subsidiaries for consideration equal to 20% or more of the fair market
       value of all of the outstanding Powertel shares.

An alternative transaction does not include the Deutsche Telekom/Powertel merger
or the Deutsche Telekom/Powertel merger agreement.

     "superior proposal" means any proposal made by a third party to enter into
an alternative transaction which the Powertel board of directors determines in
its good faith judgment based on, among other things, the advice of a financial
advisor of nationally recognized reputation, to be more favorable to Powertel's
stockholders than the VoiceStream/Powertel merger taking into account all
relevant factors, including whether, in the good faith judgment of the Powertel
board of directors, the third party is reasonably able to finance the proposed
transaction.
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     Powertel also has agreed to notify VoiceStream promptly of any request for
information or of any proposal in connection with an alternative transaction,
including the material terms of the request or proposal and the identity of the
person making it, and Powertel has agreed to keep VoiceStream fully informed of
the status of any alternative transaction. In addition, Powertel agreed to cease
all activities, discussions or negotiations with respect to an alternative
transaction that existed at the time the VoiceStream/Powertel merger agreement
was signed.

  Powertel Board of Directors' Recommendation

     The VoiceStream/Powertel merger agreement requires the Powertel board of
directors:

     - to recommend that the Powertel stockholders approve the
       VoiceStream/Powertel merger agreement;

     - not to withdraw, modify or qualify, or to propose publicly to withdraw,
       modify or qualify, its recommendation in a manner adverse to VoiceStream;

     - not to approve or recommend, or to propose publicly to approve or
       recommend any alternative transaction; and

     - not to cause Powertel to agree to engage in any alternative transactions.

     However, if the Powertel board of directors receives a superior proposal
before Powertel stockholders approve the VoiceStream/Powertel merger agreement,
the Powertel board of directors may inform the Powertel stockholders that it no
longer recommends approval of the VoiceStream/Powertel merger agreement, if:

     - Powertel sends VoiceStream written notice that Powertel has received a
       superior proposal, which notice describes the terms of the superior
       proposal and the identity of the proposer, and that Powertel intends to
       change its recommendation regarding the VoiceStream/Powertel merger; and

     - five business days have passed since VoiceStream received the notice. In
       addition, Powertel must give VoiceStream reasonable opportunity to make
       adjustments in the terms of the VoiceStream/ Powertel merger agreement
       that would enable the Powertel board of directors to maintain its
       recommendation to approve the VoiceStream/Powertel merger agreement.

     The VoiceStream/Powertel merger agreement also permits Powertel to comply
with Rule 14d-9 or Rule 14e-2(a) under the Exchange Act or to make any other
disclosure to Powertel stockholders if, in the good faith judgment of the
Powertel board of directors, after receipt of advice from outside counsel,
failure to disclose would result in a reasonable likelihood that the Powertel
board of directors would breach its duties to Powertel stockholders under
Delaware law.

     Submission of VoiceStream/Powertel Merger Agreement to Stockholder
Vote.  The VoiceStream/Powertel merger agreement requires Powertel to submit the
VoiceStream/Powertel merger agreement to a stockholder vote at the Powertel
special meeting even if the Powertel board of directors no longer recommends
approval of the VoiceStream/Powertel merger.

  Additional Agreements

     The VoiceStream/Powertel merger agreement contains a number of other
covenants and agreements by or between VoiceStream and Powertel on subjects
including:

     - notification of material facts, events or circumstances; and

     - registration rights of principal Powertel stockholders.

     In addition, VoiceStream has agreed to use its reasonable best efforts to
cause the new VoiceStream common shares to be included on the Nasdaq Stock
Market.

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  Senior Discount Notes and Senior Notes

     VoiceStream has also agreed to cause the surviving corporation to commence
offers to repurchase certain outstanding publicly-traded notes of Powertel
pursuant to the terms of their indentures within 30 days following the
completion of the VoiceStream/Powertel merger.

  Efforts to Complete the VoiceStream/Powertel Merger

     VoiceStream and Powertel have agreed to:

     - use their reasonable best efforts to take all actions, and to cooperate
       with the other party in doing, all things necessary to complete the
       VoiceStream/Powertel merger and the other transactions contemplated by
       the VoiceStream/Powertel merger agreement;

     - take all actions necessary to comply promptly with all legal requirements
       with respect to the VoiceStream/Powertel merger;

     - obtain any consent by any governmental entity or other public or private
       third party required to be obtained; and

     - oppose entry or lift the effects of any injunction or other order
       adversely affecting their ability to consummate the transactions
       contemplated by the VoiceStream/Powertel merger agreement.

      - Important exceptions:

        -- VoiceStream will not be required, nor, without the consent of
           VoiceStream, will Powertel be permitted, to divest or hold separate
           or otherwise take or commit to take any action that limits its
           freedom of action with respect to Powertel, VoiceStream or any of
           their subsidiaries or any material portion of the assets of Powertel,
           VoiceStream or any of their subsidiaries or any of the business,
           product lines, or assets of Powertel, VoiceStream or any of their
           subsidiaries; and

        -- In connection with any filing or submission required or action to be
           taken to consummate the VoiceStream/Powertel merger, Powertel will
           not, without VoiceStream's prior written consent, commit to divest
           any assets of the business of Powertel and its subsidiaries if such
           divested assets and/or businesses are material to the assets or
           profitability of Powertel and its subsidiaries taken as a whole.

  Indemnification and Insurance

     The surviving corporation of the VoiceStream/Powertel merger is required by
the VoiceStream/ Powertel merger agreement to maintain in effect the current
provisions regarding indemnification of officers and directors contained in the
charter and bylaws and any indemnification agreements of Powertel and each of
its subsidiaries.

     Prior to the completion of the VoiceStream/Powertel merger, Powertel has
the right, subject to VoiceStream's prior written approval, to obtain a "tail"
coverage directors' and officers' liability insurance policy providing coverage
in amounts and on terms consistent with Powertel's existing insurance policy for
a period of six years after the completion of the VoiceStream/Powertel merger.
If Powertel does not obtain this insurance prior to the completion of the
VoiceStream/Powertel merger, VoiceStream has agreed to cause the surviving
corporation to continue to provide directors' and officers' liability insurance
for a period of six years after the completion of the VoiceStream/Powertel
merger. However, the surviving corporation is not required to expend in any year
an amount in excess of 250% of the last annual premium paid by Powertel prior to
August 26, 2000. If the aggregate expenditure on coverage exceeds that amount,
the surviving corporation will purchase as much insurance as can be obtained for
that amount.

  Employee Benefits

     Following the completion of the VoiceStream/Powertel merger, VoiceStream
will take all necessary action so that each current or former Powertel employee
who was eligible to participate in a Powertel

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benefit plan before the VoiceStream/Powertel merger will either be eligible to
continue participation in such Powertel benefit plan or participate in a
corresponding employee benefit plan maintained by VoiceStream or any of its
subsidiaries. The VoiceStream/Powertel merger agreement also specifies the
treatment of pre-existing conditions, exclusions and waiting periods with
respect to current and former employees of Powertel and its subsidiaries under
any welfare or fringe benefit plans of VoiceStream in which such employees and
former employees participate in after completion of the VoiceStream/Powertel
merger.

     Powertel agreed to enact and implement the plans described below, after
approval of the specifics of each plan by Deutsche Telekom and VoiceStream,
which plans are to be effective as of the completion of the VoiceStream/Powertel
merger:


     - a $3,000 cash bonus payable to each full-time employee of Powertel who is
       continuously employed by Powertel during the period starting December 31,
       2000 and ending three months after the completion of the
       VoiceStream/Powertel merger, or whose job is eliminated within that
       period, with such payment prorated for part-time employees and for those
       employees who are hired after December 31, 2000;


     - a $20 million cash retention bonus to be paid to 150-300 key employees,
       as determined by the chief executive officer and chief operating officer
       of each of VoiceStream and Powertel, with such payments to be earned and
       payable over a two-year period following the completion of the
       VoiceStream/Powertel merger;


     - a $20 million cash incentive bonus pool to be paid to the same 150-300
       key employees, as determined by the chief executive officer and chief
       operating officer of each of VoiceStream and Powertel, with such payments
       to be earned and payable in September 2001 for performance during the
       first and second calendar quarters of 2001, and in January 2002 for
       performance during the third and fourth calendar quarters of 2001;



     - a severance plan for employees of Powertel employed immediately before
       the completion of the VoiceStream/Powertel merger whose employment is
       terminated due to job elimination resulting from the VoiceStream/Powertel
       merger. Severance payments will represent a minimum of four weeks base
       salary or hourly equivalent (not including overtime) and targeted bonus,
       plus two weeks per year of actual service to Powertel or VoiceStream,
       respectively, up to a maximum of 20 weeks. Any payments under the
       severance plan will be reduced by any payments received by the affected
       employee under the cash bonus, retention bonus or incentive bonus plans
       described above. To obtain benefits under this plan, an employee must
       agree to release the surviving corporation from all claims against
       Powertel, Deutsche Telekom and VoiceStream; and



     - Powertel will be allowed to issue up to an aggregate of 575,000 options
       prior to the completion of the VoiceStream/Powertel merger, to Powertel
       employees in yearly performance grants, to DiGiPH PCS employees that
       become Powertel employees and in connection with offers of employment
       outstanding as of August 26, 2000. Employees whose employment is
       terminated due to job elimination resulting from the VoiceStream/Powertel
       merger will receive change of control accelerated vesting of their
       options if their job is eliminated within 18 months of the completion of
       the VoiceStream/Powertel merger. Individuals receiving change of control
       vesting will not be eligible for actual or potential remaining payments
       under the cash bonus, retention bonus or incentive bonus plans but will
       be eligible for severance payments, subject to certain reductions.


  Closing Conditions

     Conditions to Each Party's Obligations to Complete the VoiceStream/Powertel
Merger. VoiceStream's and Powertel's respective obligations to complete the
VoiceStream/Powertel merger are subject to the satisfaction or waiver of
conditions, including the following.

     - Stockholder Approval.  The holders of a majority of the outstanding
       voting power of the Powertel common shares and Series A preferred shares
       voting together as a single class with the Series A
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       preferred shares voting on an as-converted-to-common shares basis, and
       the holders of two-thirds of each class of the Powertel Series A
       preferred shares, Series B preferred shares, Series D preferred shares,
       Series E preferred shares and Series F preferred shares, each voting as a
       separate class, having approved and adopted the VoiceStream/Powertel
       merger agreement.

     - No Injunction or Restraint.  The absence of any law, order or injunction
       preventing the completion of the VoiceStream/Powertel merger or which
       could reasonably be expected to have a material adverse effect on
       Powertel.

     - Nasdaq Stock Market Listings.  Authorization for listing on the Nasdaq
       Stock Market of the VoiceStream common shares issuable in accordance with
       the VoiceStream/Powertel merger.

     - HSR Act.  Expiration or termination of any waiting period under the HSR
       Act applicable to the VoiceStream/Powertel merger.

     - Registration Statement Effective.  No stop order suspending the
       effectiveness of the Form S-4 registration statement or this proxy
       statement/prospectus will have been issued by the SEC, and no proceedings
       for that purpose will have been initiated or, to the knowledge of
       VoiceStream or Powertel, threatened by the SEC.

     - Termination of Other Merger Agreements.  Termination of the Deutsche
       Telekom/VoiceStream merger agreement and the Deutsche Telekom/Powertel
       merger agreement in accordance with their respective terms.

     Additional Conditions to the Obligations of Powertel.  The obligations of
Powertel to effect the VoiceStream/Powertel merger are also subject to the
satisfaction, or waiver by Powertel, of conditions, including the following.

     - Performance of Obligations; Representations and Warranties.

      -- VoiceStream having performed in all material respects each of its
         agreements contained in the VoiceStream/Powertel merger agreement
         required to be performed at or prior to the completion of the
         VoiceStream/Powertel merger; and

      -- the representations and warranties of VoiceStream and the
         representations and warranties of the merger subsidiary in the
         VoiceStream/Powertel merger agreement will be true and correct at and
         as of the date the VoiceStream/Powertel merger is complete;

          (a) except as contemplated or permitted by the VoiceStream/Powertel
              merger agreement; and

          (b) except for failures which, individually or in the aggregate, would
              not reasonably be expected to have a material adverse effect on
              VoiceStream or the transactions contemplated by the
              VoiceStream/Powertel merger agreement.

        Notwithstanding the conditions described above VoiceStream may enter
        into any subsequent transaction, and no changes of representation or
        warranty of VoiceStream contained in the VoiceStream/Powertel merger
        agreement as a result of any subsequent transaction will result in a
        failure of these conditions, provided the subsequent transaction would
        not reasonably be expected to have a material adverse effect on
        VoiceStream.

- Receipt of Consents Under Agreements.  VoiceStream having obtained all
  material consents or approvals required under VoiceStream's and its
  subsidiaries' debt instruments.

- Receipt of FCC Opinion.  Powertel having received an opinion of FCC counsel to
  VoiceStream substantially in the form agreed upon in the VoiceStream/Powertel
  merger agreement.

- Receipt of Governmental Approvals.  All necessary consents or authorizations
  from any governmental entities required for the VoiceStream/Powertel merger
  having been received, unless the failure to receive any such consent or
  authorization would not have a material adverse effect on VoiceStream or the
  transactions contemplated by the VoiceStream/Powertel merger agreement, and
  such consents or

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  authorizations do not contain any conditions which would reasonably be
  expected to have a material adverse effect on VoiceStream or the transactions
  contemplated by the VoiceStream/Powertel merger agreement.

- Receipt of Tax Opinion.  Powertel having received an opinion of Morris,
  Manning & Martin, LLP, dated as of the date the VoiceStream/Powertel merger is
  completed, substantially to the effect that, for U.S. federal income tax
  purposes, the VoiceStream/Powertel merger will qualify as a reorganization
  within the meaning of Section 368(a) of the U.S. tax code.

     Additional Conditions to the Obligations of VoiceStream.  The obligations
of VoiceStream to effect the VoiceStream/Powertel merger are also subject to the
satisfaction, or waiver by VoiceStream, of conditions, including the following.

     - Performance of Obligations; Representations and Warranties.

        -- Powertel having performed in all material respects each of its
           agreements contained in the VoiceStream/Powertel merger agreement
           required to be performed at or prior to the completion of the
           VoiceStream/Powertel merger; and

        -- the representations and warranties of Powertel in the
           VoiceStream/Powertel merger agreement will be true and correct at and
           as of the date the VoiceStream/Powertel merger is completed;

           (a) except as contemplated or permitted by the VoiceStream/Powertel
               merger agreement; and

           (b) except for failures, which individually or in the aggregate,
               would not reasonably be expected to have a material adverse
               effect on Powertel, VoiceStream or the transactions contemplated
               by the VoiceStream/Powertel merger agreement.

     - Receipt of FCC Opinion.  VoiceStream having received an opinion of the
       FCC counsel of Powertel, substantially in the form agreed upon in the
       VoiceStream/Powertel merger agreement.

     - Consents Under Agreements.  Powertel having obtained all material
       consents or approvals required under Powertel's and its subsidiaries'
       debt instruments.

     - Receipt of Governmental Approvals.  All necessary consents or
       authorizations from any governmental entities required for the
       VoiceStream/Powertel merger having been received and, in the case of the
       FCC, having become final orders, unless this requirement of finality is
       waived by VoiceStream in its sole discretion, unless the failure to
       receive any such consent or authorization would not have a material
       adverse effect on Powertel or VoiceStream or the transactions
       contemplated by the VoiceStream/Powertel merger agreement and such
       consents or authorizations do not contain any conditions which would
       reasonably be expected to have a material adverse effect on VoiceStream
       or the transactions contemplated by the VoiceStream/Powertel merger
       agreement.

     - Receipt of Tax Opinion.  VoiceStream having received an opinion of Jones,
       Day, Reavis & Pogue and/or Preston Gates & Ellis LLP, dated as of the
       date the VoiceStream/Powertel merger is completed, substantially to the
       effect that, on the basis of the facts, representations and assumptions
       set forth in the opinion, for U.S. federal income tax purposes, the
       VoiceStream/Powertel merger will qualify as a reorganization within the
       meaning of Section 368(a) of the U.S. tax code.

     Waiver of Conditions.  In the event VoiceStream or Powertel waives a
material condition to the VoiceStream/Powertel merger, VoiceStream or Powertel,
as applicable, will, if legally required, resolicit approval of its
stockholders.

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  Termination and Termination Fee


     Automatic Termination.  The VoiceStream/Powertel merger agreement will
terminate automatically upon the completion of the Deutsche Telekom/Powertel
merger.


     Right to Terminate.  The VoiceStream/Powertel merger agreement may be
terminated at any time before the completion of the VoiceStream/Powertel merger
in any of the following ways:

     - by mutual written consent;

     - by either VoiceStream or Powertel:

        -- if the VoiceStream/Powertel merger has not been completed on or
           before December 31, 2001, unless the party seeking to terminate the
           VoiceStream/Powertel merger agreement has caused the delay, provided
           that this date may be accelerated if the Deutsche Telekom/
           VoiceStream merger agreement and the Deutsche Telekom/Powertel merger
           agreement have been terminated;

        -- if the VoiceStream/Powertel merger is permanently enjoined or
           prohibited by a governmental order or ruling, and the order or ruling
           has become final and nonappealable; or


        -- the stockholders of Powertel or VoiceStream do not approve and adopt
           the VoiceStream/Powertel merger agreement at their respective special
           meetings;


     - by VoiceStream if:

        -- Powertel fails to comply with any of its covenants or agreements
           contained in the VoiceStream/ Powertel merger agreement required to
           be complied with prior to the date of termination and such failure
           would reasonably be expected to have a material adverse effect on
           VoiceStream or the transactions contemplated by the VoiceStream/
           Powertel merger agreement; and the failure cannot be or has not been
           cured within 30 days after receipt by Powertel of written notice of
           the failure to comply; or

        -- Powertel breaches any representation or warranty and the breach would
           reasonably be expected to have a material adverse effect on Powertel,
           VoiceStream or the transactions contemplated by the VoiceStream/
           Powertel merger agreement, and the breach cannot be or has not been
           cured within 30 days after receipt by Powertel of written notice of
           the breach; or

     - by Powertel if:

        -- VoiceStream fails to comply with any of its covenants or agreements
           contained in the VoiceStream/Powertel merger agreement required to be
           complied with prior to the date of termination and the failure would
           reasonably be expected to have a material adverse effect on Powertel,
           VoiceStream or the transactions contemplated by the VoiceStream/
           Powertel merger agreement, and cannot be or has not been cured within
           30 days after receipt by VoiceStream of written notice of the failure
           to comply; or

        -- VoiceStream breaches any representation or warranty contained in the
           VoiceStream/Powertel merger agreement and the breach would reasonably
           be expected to have a material adverse effect on VoiceStream or the
           transactions contemplated by the VoiceStream/Powertel merger
           agreement, and the breach cannot be or has not been cured within 30
           days after receipt by VoiceStream of written notice of the breach.


     Should any of these potential grounds for termination occur, VoiceStream's
and Powertel's board of directors may or may not exercise their respective
rights to terminate the VoiceStream/Powertel merger agreement.


     Termination Fees.  Powertel has agreed to pay VoiceStream a termination fee
of $150 million plus expenses not to exceed $10 million in the event that
Powertel terminates the VoiceStream/Powertel

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merger agreement because the Powertel stockholders do not adopt and approve the
VoiceStream/Powertel merger agreement, or VoiceStream terminates the agreement
for one of the following reasons:

     - Powertel fails to comply with any of its covenants or agreements
       contained in the VoiceStream/Powertel merger agreement, the failure would
       reasonably be expected to have a material adverse effect on VoiceStream
       or the transactions contemplated by the VoiceStream/Powertel merger
       agreement and the failure cannot be or has not been cured within 30 days
       after receipt by Powertel of written notice of the failure to comply;

     - the stockholders of Powertel do not adopt and approve the
       VoiceStream/Powertel merger agreement; or

     - Powertel breaches any representation or warranty contained in the
       VoiceStream/Powertel merger agreement, the breach would reasonably be
       expected to have a material adverse effect on Powertel, VoiceStream or
       the transactions contemplated by the VoiceStream/Powertel merger and the
       breach cannot be or has not been cured within 30 days after receipt by
       Powertel of written notice of the breach.

     Important Exception:  In the event Powertel is also obligated to pay a
termination fee pursuant to the Deutsche Telekom/Powertel merger agreement,
Powertel will instead pay each of Deutsche Telekom and VoiceStream $75 million
plus expenses not to exceed $10 million.

     VoiceStream has agreed to pay Powertel a termination fee of $150 million
plus expenses not to exceed $10 million in the event that Powertel terminates
the VoiceStream/Powertel merger agreement for one of the following reasons:

     - VoiceStream fails to comply with any of its covenants or agreements
       contained in the VoiceStream/Powertel merger agreement, the failure would
       reasonably be expected to have a material adverse effect on Powertel,
       VoiceStream or the transactions contemplated by the VoiceStream/Powertel
       merger agreement and the failure cannot be or has not been cured within
       30 days after receipt by VoiceStream of the failure to comply;

     - the stockholders of VoiceStream do not adopt and approve the
       VoiceStream/Powertel merger agreement; or

     - VoiceStream breaches any representation or warranty contained in the
       VoiceStream/Powertel merger agreement, the breach would reasonably be
       expected to have a material adverse effect on VoiceStream or the
       transactions contemplated by the VoiceStream/Powertel merger agreement
       and the breach cannot be or has not been cured within 30 days after
       receipt by VoiceStream of written notice of the breach.

  Expenses

     Whether or not the VoiceStream/Powertel merger is completed, all fees and
expenses incurred in connection with the VoiceStream/Powertel merger and the
VoiceStream/Powertel merger agreement will be paid by the party incurring the
fees or expenses, except that:

     - Deutsche Telekom, VoiceStream and Powertel will share equally the costs
       and expenses, other than attorneys' fees, incurred in connection with the
       printing and mailing of this document;

     - VoiceStream and Powertel will share equally any filing fees, including
       fees payable to the SEC and state regulatory authorities, with respect to
       the proxy statement/prospectus and the registration statement on Form S-4
       covering the VoiceStream common shares issuable upon completion of the
       VoiceStream/Powertel merger; and

     - VoiceStream and Powertel will share equally the costs and expenses of any
       filing fees paid under the HSR Act.

                                       190
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  Amendment; Waiver; Assignment

     VoiceStream, Powertel and merger subsidiary may amend the
VoiceStream/Powertel merger agreement prior to completion of the
VoiceStream/Powertel merger, but after VoiceStream's and Powertel's stockholders
have approved the VoiceStream/Powertel merger agreement, no amendment may be
made which by law requires further stockholder approval without such approval
being obtained.

     At any time before the VoiceStream/Powertel merger is completed,
VoiceStream, Powertel and merger subsidiary may:

     - extend the time for the performance of any of the obligations or other
       acts required by the VoiceStream/Powertel merger agreement; and

     - waive any inaccuracies in the representations and warranties or
       compliance with any of the agreements or conditions, contained in the
       VoiceStream/Powertel merger agreement or in any document required to be
       delivered pursuant to the VoiceStream/Powertel merger agreement.

     VoiceStream, Powertel and merger subsidiary may not assign the
VoiceStream/Powertel merger agreement or any of their rights, interests or
obligations under the VoiceStream/Powertel merger agreement without the prior
written consent of the non-assigning parties.

  Important Definitions

     "material adverse effect."  As used in the VoiceStream/Powertel merger
agreement, a "material adverse effect" on any company means any change, effect,
fact or condition that is materially adverse to the business, properties,
assets, results of operations or financial condition of the company and its
subsidiaries. "Material adverse effect" includes any event, fact or condition
which would reasonably be expected to materially delay, interfere with, impair
or prevent the transactions contemplated by the VoiceStream/Powertel merger
agreement in a manner that would have a material adverse effect on such
transactions.

     However, "material adverse effect" does not include any adverse change,
effect or development that is primarily caused by:

     - conditions affecting the U.S. economy generally or the economy of any
       nation or region in which VoiceStream or Powertel and their subsidiaries
       conduct business that is material to their businesses;

     - conditions generally affecting the industries in which VoiceStream or
       Powertel conduct their businesses; or

     - the announcement or existence of the VoiceStream/Powertel merger
       agreement and the transactions contemplated by the VoiceStream/Powertel
       merger agreement.

  Amendment and Restatement


     The VoiceStream/Powertel merger agreement was originally entered into
between VoiceStream and Powertel on August 26, 2000. On September 28, 2000, the
VoiceStream/Powertel merger agreement was amended and restated for the purpose
of making merger subsidiary a party to the VoiceStream/Powertel merger agreement
and other technical changes. On February 8, 2001, the VoiceStream/Powertel
merger agreement was further amended and restated primarily for the purposes of
adjusting the calculation of the conversion number in the event the dividends
permitted under the Deutsche Telekom/VoiceStream merger agreement and the
Deutsche Telekom/Powertel merger agreement are paid.


VOICESTREAM'S AGREEMENTS WITH STOCKHOLDERS OF POWERTEL

     In connection with the execution of the VoiceStream/Powertel merger
agreement, VoiceStream entered into separate agreements with Powertel
stockholders who, in the aggregate, had sufficient voting power as of the
Powertel record date to approve the VoiceStream/Powertel merger. We summarize
the material terms of these agreements below, and this summary is qualified in
its entirety by reference to the

                                       191
   207

text of the stockholder agreements, copies of which have been filed as exhibits
to VoiceStream's and Deutsche Telekom's respective registration statements and
are incorporated herein by reference.

     The following Powertel stockholders and some of their affiliates have
entered into stockholder agreements with VoiceStream in connection with the
VoiceStream/Powertel merger:

     ITC Holding Company, Inc.
     SCANA Communications Holdings, Inc.
     Sonera Corporation
     Donald W. Burton and certain limited partnerships controlled by him
     American Water Works Company

  Agreement to Vote


     Each stockholder agreement obligates the stockholder that is a party to the
agreement to vote all its Powertel shares in favor of the VoiceStream/Powertel
merger and the VoiceStream/Powertel merger agreement and to vote all of its
Powertel shares against any alternative transaction, as defined in the
VoiceStream/Powertel merger agreement and as discussed under "-- The
VoiceStream/Powertel Merger Agreement -- Offers for Alternative Transactions,"
or the liquidation or winding up of Powertel. Each stockholder's obligation to
vote in this manner applies whether or not the Powertel board of directors
continues to recommend the VoiceStream/Powertel merger to the Powertel
stockholders.


  Transfer Restrictions

     Each stockholder agreement restricts or limits the ability of the
stockholder that is a party to the agreement to sell, transfer, pledge, assign
or otherwise dispose of, any of its Powertel shares, or rights to purchase
Powertel shares or, until six months after completion of the
VoiceStream/Powertel merger, VoiceStream common shares, in each case that are
subject to the stockholder agreement. The stockholders that are parties to the
stockholder agreements can sell, transfer, pledge, assign or otherwise dispose
of their Powertel shares or VoiceStream shares, as the case may be, in limited
circumstances, with VoiceStream's written consent, as expressly permitted by the
stockholder agreement, pursuant to the VoiceStream/ Powertel merger agreement or
pursuant to the Deutsche Telekom/Powertel merger agreement. In that regard, each
stockholder agreement, other than the agreement with American Water Works
Company, provides that:

     - until the later of January 1, 2001 and the date of the Powertel special
       meeting, the stockholder may not sell, transfer, pledge, assign or
       otherwise dispose of, any Powertel shares or rights that are subject to
       the stockholder agreement;

     - from the later of January 1, 2001 and the date of the Powertel special
       meeting, until the earlier of the completion of the VoiceStream/Powertel
       merger or the termination of the VoiceStream/Powertel merger agreement,
       the stockholder may sell or transfer up to an aggregate of 25% of the
       number of Powertel shares owned by such stockholder, which percentage
       increases commensurately to that percentage sold, subject to certain
       exempt transfers, by any VoiceStream stockholder who executed a
       VoiceStream stockholder agreement pursuant to the VoiceStream/Powertel
       merger agreement;

     - from the completion of the VoiceStream/Powertel merger through and
       including the six month anniversary of the completion of the
       VoiceStream/Powertel merger, the stockholder may not sell, transfer,
       pledge, assign or otherwise dispose of, any VoiceStream common shares
       that are subject to the stockholder agreement except in accordance with
       Rule 144 and Rule 145 of the Securities Act, except that if a VoiceStream
       stockholder who executed a VoiceStream stockholder agreement pursuant to
       the VoiceStream/Powertel merger agreement proposes to transfer more than
       the number of shares permitted to be transferred under Rule 144, subject
       to certain exempt transfers, then the Powertel stockholder may transfer
       shares under its registration rights commensurate with that percentage
       sold by the VoiceStream stockholder; and

                                       192
   208

     - after the six-month anniversary of the completion of the
       VoiceStream/Powertel merger, all contractual sale and transfer
       restrictions end.

     For a description of the stockholder agreements executed by VoiceStream
stockholders pursuant to the VoiceStream/Powertel merger agreement, see
"-- Powertel's Agreements with Stockholders of VoiceStream."

  Termination

     Each stockholder agreement will terminate upon the earliest to occur of:

     - the completion of the VoiceStream/Powertel merger;

     - the termination of the VoiceStream/Powertel merger agreement; and

     - August 26, 2002.

  No Solicitation

     Each stockholder agrees not to initiate or participate in, and not to
authorize any representatives to solicit, initiate or participate in,
discussions or negotiations regarding transactions or business combinations
between Powertel and a company other than VoiceStream, except as otherwise
permitted by the VoiceStream/Powertel merger agreement. See "-- The
VoiceStream/Powertel Merger Agreement -- Offers for Alternative Transactions."

POWERTEL'S AGREEMENTS WITH STOCKHOLDERS OF VOICESTREAM

     In connection with the execution of the VoiceStream/Powertel merger
agreement, Powertel entered into separate agreements with VoiceStream
stockholders who, in the aggregate, had sufficient voting power as of the
VoiceStream record date to approve the VoiceStream/Powertel merger. In addition,
Deutsche Telekom agreed in the Deutsche Telekom/Powertel merger agreement to
vote in favor of the VoiceStream/Powertel merger. We summarize the material
terms of these agreements below, and this summary is qualified in its entirety
by reference to the text of the stockholder agreements, copies of which have
been filed as exhibits to VoiceStream's and Deutsche Telekom's registration
statements and are incorporated herein by reference.

  Agreement to Vote

     Each stockholder agreement obligates the stockholder that is a party to the
agreement to vote all of its VoiceStream shares in favor of the
VoiceStream/Powertel merger and the VoiceStream/Powertel merger agreement. The
Deutsche Telekom/Powertel merger agreement obligates Deutsche Telekom to vote
all of its VoiceStream shares in favor of the VoiceStream/Powertel merger and
the VoiceStream/ Powertel merger agreement. Each stockholder's obligation to
vote in this manner is irrevocable and unconditional.

  Transfer Restrictions

     Each of the stockholder agreements and, with respect to Deutsche Telekom,
the Deutsche Telekom/ Powertel merger agreement, restricts or limits the ability
of the stockholder that is a party to the agreement to sell, transfer, pledge,
assign or otherwise dispose of any VoiceStream shares owned by such stockholder
until the later of January 1, 2001 and the date of the VoiceStream special
meeting, except to affiliates and by operation of law, in each case where the
transferees agree to be bound by the terms of the stockholder agreement.

     Each VoiceStream stockholder who is a party to a stockholder agreement, not
including Deutsche Telekom, has agreed as follows:

     - from the later of January 1, 2001 and the date of the VoiceStream special
       meeting, until the earlier of the completion of the VoiceStream/Powertel
       merger or the termination of the VoiceStream/ Powertel merger agreement,
       if a VoiceStream stockholder proposes to sell, transfer, or exercise
                                       193
   209

       registration rights with respect to more than 25% of the VoiceStream
       stockholders' shares, then the VoiceStream stockholder must notify each
       of the Powertel stockholders who entered into stockholder agreements with
       VoiceStream of the proposed sale, transfer or exercise of rights and
       waive any right the VoiceStream stockholder has to preclude or delay the
       filing of a registration statement on behalf of any of these Powertel
       stockholders or transfers of Powertel shares in the amount permitted by
       the applicable Powertel stockholder agreement; and


     - for six months beginning on the completion of the VoiceStream/Powertel
       merger, if the VoiceStream stockholder proposes to sell, transfer, or
       exercise registration rights with respect to more VoiceStream shares than
       the VoiceStream stockholder is permitted to sell or transfer under the
       volume restrictions of Rule 144 of the Securities Act, the VoiceStream
       stockholder must notify each of the Powertel stockholders who entered
       into stockholder agreements with VoiceStream of the proposed sale,
       transfer or exercise of rights and either allow the Powertel stockholder
       to participate in the registration or waive any right the VoiceStream
       stockholder has to preclude or delay the filing of a registration
       statement on behalf of any of these Powertel stockholders.


  Agreement to Elect a Powertel Nominee to the VoiceStream Board of Directors


     Each VoiceStream stockholder that is a party to a stockholder agreement has
agreed that it will vote all its VoiceStream common shares, and Deutsche Telekom
has agreed in the Deutsche Telekom/Powertel merger agreement to vote all of its
VoiceStream voting preferred shares at the two annual meetings of VoiceStream
following the completion of the VoiceStream/Powertel merger in favor of the
election to VoiceStream's board of directors of one nominee, and successors of
such nominee, chosen by Powertel and acceptable to VoiceStream. After the
completion of the VoiceStream/Powertel merger, in the event a nominee or
successor nominee chosen by Powertel before the VoiceStream/Powertel merger is
completed is unable or unwilling to serve, two current Powertel stockholders
may, by mutual agreement, name an alternate successor. Deutsche Telekom's
obligation is not enforceable if it would reduce its rights to appoint directors
representing 10% of VoiceStream's board of directors. To effect these voting
arrangements, these VoiceStream stockholders have agreed to amend existing
VoiceStream voting agreements to which they are parties. See "-- VoiceStream's
Agreements with Stockholders of Powertel."


  Termination

     Each of the stockholder agreements, and the applicable provisions of the
Deutsche Telekom/Powertel merger agreement, will terminate upon the earliest to
occur of:

     - the completion of the VoiceStream/Powertel merger;

     - the termination of the VoiceStream/Powertel merger agreement; or

     - August 26, 2002.


  The Letter Agreement with Telephone & Data Systems, Inc.


     In addition to the general provisions described above applying to each of
the stockholder agreements, Telephone & Data Systems, Inc. and Powertel entered
into a letter agreement. This agreement provides that, in the event that the
board of directors of Telephone & Data Systems determines that Telephone & Data
Systems is subject to the regulations of the Investment Company Act of 1940 and
Telephone & Data Systems is unsuccessful in obtaining an exemption from such
regulations or is not eligible for an exemption, the restrictions on Telephone &
Data Systems' right to transfer VoiceStream common shares will be modified to
allow it to sell the minimum number of VoiceStream common shares that would
allow Telephone & Data Systems to avoid being characterized as an "investment
company" under the Investment Company Act of 1940.


     On December 27, 2000, TDS assigned to TDSI, its wholly-owned subsidiary,
its stockholder agreement and the letter agreement with Powertel described
above.


                                       194
   210

                                 EXCHANGE RATES

     Effective January 1, 1999, Germany and ten other member states of the
European Union adopted the euro as their common currency. With the first quarter
of 1999, Deutsche Telekom began publishing its consolidated financial statements
in euros. Prior to January 1, 1999, Deutsche Telekom prepared its financial
statements in Deutsche Marks in accordance with German GAAP. Amounts stated in
euros appearing in this document for periods prior to January 1, 1999 have been
translated from Deutsche Marks at the official fixed conversion rate of 1.00 EUR
= DM 1.95583.


     Unless otherwise stated, dollar amounts have been translated from euros
using the noon buying rate in New York City for cable transfers in foreign
currencies as certified for customs purposes by the Federal Reserve Bank of New
York. As of February 7, 2001, the latest practicable date for which exchange
rate information was available prior to the printing of this document, the noon
buying rate for the euro was one euro per 0.9331 of a U.S. dollar, which if
expressed in Deutsche Marks would have been equivalent to a rate of one deutsche
mark per 0.477 of a U.S. dollar, translated from euros at the official fixed
conversion rate. This rate may differ from the actual rates used in the
preparation of Deutsche Telekom's consolidated financial statements included or
incorporated by reference herein. Accordingly, dollar amounts appearing in this
proxy statement/prospectus may differ from the actual dollar amounts originally
translated into euros in the preparation of Deutsche Telekom's financial
statements.


     The following table sets forth:


     - for the years 1999 and 2000 and for the period from January 1, 2001
       through February 7, 2001, the average, high, low and period-end noon
       buying rates for the euro expressed as dollars per 1.00 euro; and


     - for each year in the period from 1995 through 1998, the average, high,
       low and period-end noon buying rates for the Deutsche Mark converted into
       euros at the official fixed conversion rate and expressed as dollars per
       1.00 euro.




                                                                                                PERIOD-
YEAR                                                          AVERAGE(a)    HIGH       LOW        END
----                                                          ----------   -------   -------   ----------
                                                                                   
1995........................................................   $1.3715     $1.4418   $1.2528    $1.3634
1996........................................................    1.2978      1.3626    1.2493     1.2711
1997........................................................    1.1244      1.2689    1.0398     1.0871
1998........................................................    1.1120      1.2178    1.0548     1.1733
1999........................................................    1.0588      1.1812    1.0016     1.0070
2000........................................................    0.9232      1.0335    0.8270     0.9388
2001 (through February 7)...................................    0.9308      0.9535    0.9181     0.9331



---------------
(a) The average of the noon buying rates on the last business day of each month
    during the relevant period.

     Commencing January 4, 1999, the Deutsche Telekom ordinary shares have
traded on the German stock exchanges in euros. Fluctuations in the exchange rate
between the euro and the dollar will affect the dollar equivalent of the euro
price of the Deutsche Telekom ordinary shares on the German stock exchanges and,
as a result, are likely to affect the market price of the Deutsche Telekom ADSs
on the NYSE. Deutsche Telekom will declare any cash dividends in euros, and
exchange rate fluctuations will affect the dollar amounts you receive if you are
a holder of Deutsche Telekom ADSs on conversion of cash dividends on the
ordinary shares represented by your Deutsche Telekom ADSs.

                                       195
   211

                         MARKET PRICE AND DIVIDEND DATA

MARKET PRICES

  Deutsche Telekom

     The principal trading market for Deutsche Telekom's shares is the Frankfurt
Stock Exchange. The shares also trade on the other German stock exchanges in
Berlin, Bremen, Dusseldorf, Hamburg, Hanover, Munich and Stuttgart and on the
Tokyo Stock Exchange. Options on the shares trade on the German options exchange
(Eurex Deutschland) and other exchanges. Originally, Deutsche Telekom issued all
of its shares in bearer form. With effect from January 24, 2000, the shares were
converted from bearer form to registered form.

     From January 4, 1999, all shares on German stock exchanges have traded in
euros.


     The table below sets forth, for the periods indicated, the high and low
closing sales prices for the Deutsche Telekom ordinary shares on the Frankfurt
Stock Exchange, as reported by the Frankfurt Stock Exchange XETRA trading
system, together with the high and low volumes of the DAX (Deutscher
Aktienindex).





                                                   PRICE PER        PRICE PER
                                                    ORDINARY        ORDINARY
                                                     SHARE            SHARE             DAX(a)
                                                 --------------   -------------   -------------------
                                                  HIGH     LOW    HIGH     LOW      HIGH       LOW
                                                 ------   -----   -----   -----   --------   --------
                                                     EUROS             DM
                                                                           
YEAR ENDED DECEMBER 31, 1998
  First Quarter................................      --      --   41.65   31.19   5,114.13   4,134.64
  Second Quarter...............................      --      --   50.14   39.70   5,915.13   5,018.67
  Third Quarter................................      --      --   55.61   44.90   6,171.43   4,433.87
  Fourth Quarter...............................      --      --   55.97   43.40   5,121.48   3,896.08
YEAR ENDED DECEMBER 31, 1999
  First Quarter................................   43.45   31.35      --      --   5,443.62   4,678.72
  Second Quarter...............................   44.55   34.23      --      --   5,468.67   4,914.59
  Third Quarter................................   43.15   36.90      --      --   5,652.02   4,978.45
  Fourth Quarter...............................   71.50   38.11      --      --   6,958.14   5,124.55
YEAR ENDED DECEMBER 31, 2000
  First Quarter................................  103.50   61.00      --      --   8,064.97   6,474.92
  Second Quarter...............................   80.40   55.80      --      --   7,599.39   6,834.88
  Third Quarter................................   61.35   38.40      --      --   7,480.14   6,682.92
  Fourth Quarter...............................   45.11   31.48      --      --   7,136.30   6,200.71
YEAR ENDED DECEMBER 31, 2001
  First Quarter (through February 7)...........   38.75   31.20      --      --   6,795.14   6,289.82



---------------
(a) The DAX is a weighted performance index of the shares of 30 large German
    corporations. The calculation of the DAX did not change upon the
    introduction of the euro.

                                       196
   212

     The table below sets forth, for the periods indicated, the high and low
closing sales prices for the Deutsche Telekom ADSs on the NYSE:




                                                                  PRICE PER
                                                                  DEUTSCHE
                                                                 TELEKOM ADS
                                                              -----------------
                                                              HIGH          LOW
                                                              ----          ---
                                                                 (U.S.$ PER
                                                                  DEUTSCHE
                                                                TELEKOM ADS)
                                                                      
YEAR ENDED DECEMBER 31, 1998
  First Quarter.............................................  $22 7/8       $17 1/16
  Second Quarter............................................   28 5/16       21 1/8
  Third Quarter.............................................   32            24
  Fourth Quarter............................................   33 1/2        26 1/4
YEAR ENDED DECEMBER 31, 1999
  First Quarter.............................................   47 1/8        33 1/16
  Second Quarter............................................   45 7/8        36 1/4
  Third Quarter.............................................   45 7/16       39 5/8
  Fourth Quarter............................................   71            40 3/4
YEAR ENDED DECEMBER 31, 2000
  First Quarter.............................................  100 1/4        62 5/8
  Second Quarter............................................   79 1/2        49 1/4
  Third Quarter.............................................   58 115/256    33 29/64
  Fourth Quarter............................................   38 3/16       29 1/4
YEAR ENDED DECEMBER 31, 2001
  First Quarter (through February 7)........................   36 9/16       29 1/2



     YOU ARE URGED TO OBTAIN A CURRENT MARKET QUOTATION FOR THE DEUTSCHE TELEKOM
ADSs AND DEUTSCHE TELEKOM ORDINARY SHARES.

     On July 21, 2000, the last trading day prior to the formal public
announcement of the signing of the Deutsche Telekom/VoiceStream merger
agreement, the closing sales price per Deutsche Telekom ordinary share on the
Frankfurt Stock Exchange was 55.27 euros, equivalent to U.S.$51.6388 per
Deutsche Telekom ordinary share, translated at the noon buying rate for July 21,
2000, and the high and low bid prices for the Deutsche Telekom ADSs as quoted on
the NYSE were $52 and $50 13/16, respectively.

     On August 25, 2000, the last trading day prior to the formal public
announcement of the signing of the Deutsche Telekom/Powertel merger agreement,
the closing sales price per Deutsche Telekom ordinary share on the Frankfurt
Stock Exchange was 44.30 euros, equivalent to U.S.$39.9763 per Deutsche Telekom
ordinary share, translated at the noon buying rate for August 25, 2000 per
Deutsche Telekom ordinary share, and the high and low bid prices for the
Deutsche Telekom ADSs as quoted on the NYSE were $40 9/16 and $40, respectively.


     On February 7, 2001, the last trading day for which information was
available prior to the printing of this proxy statement/prospectus, the closing
sales price per Deutsche Telekom ordinary share on the Frankfurt Stock Exchange
was 33.02 euros, equivalent to U.S.$30.81 based on an exchange rate of one euro
per 0.9331 of a U.S. dollar, and the high and low bid prices for the Deutsche
Telekom ADSs as quoted on the NYSE were $31.28 and $30.67, respectively.



     The Deutsche Telekom ordinary shares are listed on the Frankfurt Stock
Exchange under the symbol "DTE". Deutsche Telekom ADSs, each representing one
Deutsche Telekom ordinary share, are listed on the NYSE under the symbol "DT".
The depositary for the Deutsche Telekom ADSs is Citibank N.A. As of December 31,
2000, there were 25,386,798 Deutsche Telekom ADSs outstanding, with 490 holders
of record of Deutsche Telekom ADSs with addresses in the United States and 52
holders of record of ADSs with addresses outside the United States. As of
December 31, 2000, there were approximately


                                       197
   213


2,831,562 registered holders of Deutsche Telekom ordinary shares including 2,860
holders of record of Deutsche Telekom ordinary shares with addresses in the U.S.


  VoiceStream

     Since VoiceStream's spin-off from Western Wireless on May 3, 1999,
VoiceStream common shares have traded on the Nasdaq Stock Market under the
ticker symbol "VSTR". The table below sets forth, for the calendar quarters
indicated, the high and low sale prices of VoiceStream common shares as reported
on the Nasdaq Stock Market.




                                                               VOICESTREAM
                                                               COMMON STOCK
                                                              --------------
                                                              HIGH       LOW
                                                              ----       ---
                                                                (U.S.$ PER
                                                                  SHARE)
                                                                   
YEAR ENDED DECEMBER 31, 1999(a)
  First Quarter.............................................  $ --       $--
  Second Quarter............................................    34 1/4    16 3/8
  Third Quarter.............................................    72        28 1/8
  Fourth Quarter............................................   142 5/16   57 3/4
YEAR ENDED DECEMBER 31, 2000
  First Quarter.............................................   159 5/16   97 1/2
  Second Quarter............................................   143 3/8    77 5/8
  Third Quarter.............................................   161       100 13/16
  Fourth Quarter............................................   131 1/2   100 5/8
YEAR ENDED DECEMBER 31, 2001
  First Quarter (through February 7)........................   134       101



---------------
(a) Because VoiceStream completed its spin-off from Western Wireless during the
    second quarter of 1999, no trading information is available for any prior
    period.


     On July 21, 2000, the last trading day prior to the formal public
announcement of the signing of the Deutsche Telekom/VoiceStream merger
agreement, the last sale price of VoiceStream common shares on Nasdaq was
$149.75 per share. On August 25, 2000, the last trading day prior to the formal
announcement of the signing of the VoiceStream/Powertel merger agreement, the
last sale price of VoiceStream common shares on Nasdaq was $118 3/16 per share.
On February 7, 2001, the last trading day for which information was available
prior to the printing of this document, the last sale price of VoiceStream
common shares on the Nasdaq was $118 13/16 per share.



     As of February 7, 2001, the last date prior to the printing of this
document for which it was practicable for us to obtain this information, there
were approximately 1,985 registered holders of VoiceStream common shares.


     YOU ARE URGED TO OBTAIN A CURRENT MARKET QUOTATION FOR THE VOICESTREAM
COMMON SHARES.

                                       198
   214

  Powertel

     Powertel common shares are currently traded on the Nasdaq Stock Market
under the ticker symbol "PTEL." The table below sets forth, for the calendar
quarters indicated, the high and low sale prices of Powertel common shares as
reported on the Nasdaq Stock Market.




                                                                     POWERTEL COMMON SHARES
                                                             --------------------------------------
                                                                  HIGH                    LOW
                                                             ---------------        ---------------
                                                                        (US$ PER SHARE)
                                                                              
YEAR ENDED DECEMBER 31, 1998
  First Quarter............................................       $ 25 1/16               $16 3/4
  Second Quarter...........................................         24 1/8                 15 3/4
  Third Quarter............................................         21 1/4                  9 5/8
  Fourth Quarter...........................................         16 1/4                  9 5/16

YEAR ENDED DECEMBER 31, 1999
  First Quarter............................................         17 3/4                 12 5/16
  Second Quarter...........................................         32 1/2                 13 3/8
  Third Quarter............................................         59                     28 5/8
  Fourth Quarter...........................................        105                     50 7/8

YEAR ENDED DECEMBER 31, 2000
  First Quarter............................................        104 5/8                 66 3/4
  Second Quarter...........................................         91 13/16               53 1/2
  Third Quarter............................................         97 27/64               66 1/2
  Fourth Quarter...........................................         86 25/64               61 37/64

YEAR ENDED DECEMBER 31, 2001
  First Quarter (through February 7, 2001).................         89 1/4                 62 9/16




     On August 25, 2000, the last trading day prior to the formal public
announcement of the signing of the Deutsche Telekom/Powertel merger agreement
and the VoiceStream/Powertel merger agreement, the last sale price of Powertel
common shares on Nasdaq was $86.63 per share. On February 7, 2001, the last
trading day for which information was available prior to the printing of this
document, the last sale price of Powertel common stock on Nasdaq was $76 11/16
per share. The Powertel preferred shares are not traded on Nasdaq or on any U.S.
national securities exchange.



     As of February 7, 2001, the last date prior to the printing of this
document for which it was practicable for Powertel to obtain this information,
there were approximately 275 registered holders of Powertel common shares.


     YOU ARE URGED TO OBTAIN A CURRENT MARKET QUOTATION FOR THE POWERTEL COMMON
SHARES.

DIVIDEND DATA

  Deutsche Telekom


     The Deutsche Telekom ADSs and Deutsche Telekom ordinary shares issued in
connection with the Deutsche Telekom/VoiceStream and Deutsche Telekom/Powertel
mergers in 2001 will have the same dividend rights as the other currently
outstanding Deutsche Telekom ADSs and Deutsche Telekom ordinary shares with
respect to fiscal year 2001 and subsequent years. Any dividends with respect to
fiscal year 2000 that are approved at the next annual general meeting of
Deutsche Telekom shareholders, which is currently scheduled for May 29, 2001,
would be payable after such meeting to shareholders as of the date of completion
of such meeting. If the next annual general meeting is held on May 29, 2001, as
currently scheduled, VoiceStream and Powertel stockholders who receive Deutsche
Telekom ADSs or Deutsche Telekom ordinary shares in the Deutsche
Telekom/VoiceStream merger or the Deutsche Telekom/Powertel merger will not be
entitled to receive any dividends that may be declared with respect to fiscal
year 2000. For information relevant to receipt of dividend payments by Deutsche
Telekom ADS


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holders, see "Exchange Rates," "Description of Deutsche Telekom Ordinary
Shares -- Dividends and Other Distributions" and "Description of Deutsche
Telekom American Depositary Shares -- Dividends and Distributions."

     The following table sets forth the annual dividends paid per Deutsche
Telekom ordinary share with respect to each of the fiscal years indicated:



                                                                DIVIDEND PAID PER
                                                                DEUTSCHE TELEKOM
YEAR ENDED DECEMBER 31,                                          ORDINARY SHARE
-----------------------                                       ---------------------
                                                               DM     EURO     $(A)
                                                                      
1996........................................................  0.60       --    0.35
1997........................................................  1.20       --    0.68
1998........................................................  1.20       --    0.64
1999........................................................    --     0.62    0.58


---------------
(a) Dividend amounts have been translated into dollars at the noon buying rate
    for the relevant dividend payment date, which occurred during the second
    quarter of the following year.

     The dividend levels of past years may not be indicative of future
dividends.


     Shareholders determine the declaration, amount and timing of dividends in
respect of each fiscal year at their annual general meeting in the following
year, upon the joint recommendation of the management board and the supervisory
board. As long as the Federal Republic and KfW own a majority of Deutsche
Telekom's voting share capital, they will have the power to control most
decisions taken at shareholders' meetings, including the approval of proposed
dividend payments. We expect that, as a result of the Deutsche
Telekom/VoiceStream merger and the Deutsche Telekom/Powertel merger, the Federal
Republic and KfW will no longer own a majority of Deutsche Telekom's voting
share capital. Deutsche Telekom may declare and pay dividends only from
distributable balance sheet profits (Bilanzgewinn) of Deutsche Telekom, as
adjusted to reflect losses or gains carried over from prior years as well as
transfers to or from retained earnings. Certain reserves (Rucklagen) are
required by law to be made and deducted in calculating distributable balance
sheet profits available for distribution as dividends.



     The payment of future dividends depends on Deutsche Telekom's earnings, its
financial condition and other factors, including cash requirements, the future
prospects of Deutsche Telekom and tax, regulatory and other legal
considerations. Although Deutsche Telekom expects to pay annual dividends on its
shares, you should not assume that any dividend will actually be paid or make
any assumption about the amount that will be paid in any given year. To the
extent necessary to implement Deutsche Telekom's dividend policy, Deutsche
Telekom will consider drawing upon its retained earnings. Deutsche Telekom's
ability to pay dividends is determined by reference to the unconsolidated
financial statements of Deutsche Telekom, which are prepared in accordance with
German GAAP. Dividends paid will be subject to German withholding tax. For
further information on German withholding tax and related U.S. refund
procedures, see "U.S. Federal and German Tax Consequences."


  VoiceStream


     VoiceStream has never declared or paid dividends on its common shares and
does not anticipate paying cash dividends in the foreseeable future. However,
VoiceStream anticipates paying a stock dividend of 0.0075 of a VoiceStream
common share for each VoiceStream common share outstanding prior to the
completion of the Deutsche Telekom/VoiceStream merger. In addition, VoiceStream
has entered into certain credit agreements and indentures which contain
restrictions on its ability to declare and pay cash dividends on its common
shares. For more information on such restrictions, please refer to VoiceStream's
Form 10-K for the fiscal year ended December 31, 1999, which is incorporated by
reference into this proxy statement/prospectus.


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   216

  Powertel


     Powertel has never declared or paid cash dividends on its common shares and
does not anticipate paying cash dividends in the foreseeable future. However,
Powertel anticipates paying a stock dividend of 0.0075 of a Powertel common
share for each Powertel common share outstanding prior to the completion of the
Deutsche Telekom/Powertel merger. Powertel's Series E preferred shares and
Series F preferred shares accrue a cumulative 6.5% annual dividend that is
payable quarterly in Powertel common shares or cash. Powertel pays these
dividends in Powertel common shares because it is prohibited from paying cash
dividends due to restrictions contained in agreements governing its and its
subsidiaries' indebtedness. For more information on such restrictions, please
refer to Powertel's Form 10-K for the fiscal year ended December 31, 1999, which
is incorporated by reference into this proxy statement/prospectus.


                DESCRIPTION OF DEUTSCHE TELEKOM ORDINARY SHARES

     The following are only summaries of the terms of Deutsche Telekom's share
capital, the provisions of Deutsche Telekom's Articles of Association and
applicable German law in effect at the date of this proxy statement/prospectus.
A copy of Deutsche Telekom's Memorandum and Articles of Association has been
filed as an exhibit to Deutsche Telekom's registration statement and is
incorporated herein by reference. You are encouraged to read these documents in
their entirety.

SHARE CAPITAL

     Deutsche Telekom's share capital amounts to 7,755,786,327.04 euros divided
into 3,029,604,034 ordinary shares issued in registered form. The individual
ordinary shares do not have a par value as such, but they do have a notional par
value that can be determined by dividing the share capital amount by the number
of ordinary shares.


     Holders of ordinary shares, but not holders of ADSs, are required to
provide to Deutsche Telekom their names, addresses and occupations, or, in the
case of business entities, their names, business addresses and registered seats,
as well as the number of ordinary shares held, so that they can be entered into
the share register maintained by Deutsche Telekom. Following amendments to the
German Stock Corporation Act entered into force on January 25, 2001, persons
holding ordinary shares are required to provide their dates of birth in lieu of
their occupations. It is also possible to have a third party, such third party a
"street name", registered in lieu of the shareholders. ADEUS
Aktienregister-Service-GmbH, a joint venture of Dresdner Bank AG, Allianz AG,
Munchener Ruckversicherungs-Gesellschaft AG in Munchen and CSC Ploenzke AG, is
the transfer agent and registrar of the registered ordinary shares in Germany.
Citibank, N.A. is the depositary bank for the Deutsche Telekom ADSs. See
"Description of Deutsche Telekom American Depositary Shares."


     Generally, the share capital of Deutsche Telekom may be increased, other
than by conditional capital or authorized capital, in consideration of
contributions in cash or in kind by a resolution passed at a general meeting of
the shareholders of Deutsche Telekom by a majority of the votes cast.

     An English translation of the Deutsche Telekom Articles of Association
(Satzung) has been filed as an exhibit to this registration statement.

  Authorized Capital

     Section 5(2) of the Articles of Association (Satzung) of Deutsche Telekom
authorizes the Deutsche Telekom management board, with the approval of the
Deutsche Telekom supervisory board, to increase Deutsche Telekom's share capital
by up to a nominal amount of 3,865,093,163.52 euros by issuing up to
1,509,802,017 new ordinary shares for noncash contributions through May 25,
2005. In addition, according to Section 5(3) of the Articles of Association, the
Deutsche Telekom management board, with approval of the Deutsche Telekom
supervisory board, is authorized to increase Deutsche Telekom's share capital by
up to a nominal amount of 12,800,000 euros by issuing up to 5,000,000 new
ordinary shares for cash or noncash contributions for offerings to management
and key employees under a stock option plan through
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   217

May 25, 2005. In both cases, shareholders do not have preemptive rights
(Bezugsrechte), which means that existing shareholders of Deutsche Telekom do
not have a right to subscribe for new Deutsche Telekom shares in the capital
increase in proportion to their existing holdings of Deutsche Telekom shares
before shares from the capital increase may be sold to other persons.

  Conditional Capital

     Section 5(5) of the Articles of Association provides for a conditional
capital of up to a nominal amount of 64 million euros or up to 25 million new
ordinary shares. This conditional share capital may only be used if and to the
extent that option rights granted pursuant to Deutsche Telekom's stock option
plan described below are exercised and new ordinary shares are delivered upon
such exercise. Option rights that have not been or may not be exercised prior
the expiration of the exercise period will expire. The ordinary shares issued
from the conditional share capital generally will be entitled to any dividends
paid in respect of the year in which they are issued. Shares that are issued
after the end of any fiscal year, but before the ordinary general shareholders
meeting at which the activities of the Deutsche Telekom management board for
that year are approved, will be entitled to any dividends paid in respect of
that year.

     At their annual meeting on May 25, 2000, the shareholders of Deutsche
Telekom authorized the Deutsche Telekom supervisory board to grant stock options
to the members of its management board and authorized the Deutsche Telekom
management board to grant stock options to all other eligible participants. The
Deutsche Telekom supervisory board is authorized to determine the detailed terms
for the issuance of ordinary shares from the conditional share capital and for
the grant of options as well as the other terms of the stock option plan if the
Deutsche Telekom management board is the beneficiary of the stock option plan.
In all other cases, the Deutsche Telekom management board is authorized to make
these determinations.

     The principal terms of the stock option plan are:

     - Eligible Participants.  The conditional share capital may only be used to
       grant stock options to members of the Deutsche Telekom management board,
       senior management at the levels below the Deutsche Telekom Management
       Board and certain managers of Deutsche Telekom's domestic or foreign
       group companies. Of the total number of options available under the stock
       option plan, 20% may be granted to members of the Deutsche Telekom
       management board and 15% may be granted to managers of Deutsche Telekom's
       domestic and foreign group companies.

     - Lock-up Period, Exercise Period.  Options may not be exercised before the
       expiration of two years after they have been granted. They may be
       exercised for a period of three years following the lock-up period, which
       in this document we refer to as the "exercise period".

     - Strike Price.  Each option entitles the holder to purchase one ordinary
       share at the strike price. The strike price of the options will be equal
       to the average of the closing prices quoted in the XETRA system of the
       Frankfurt Stock Exchange on the 30 trading days prior to the day on which
       the options are granted.

     - Performance Requirements.  The options may be exercised on any stock
       exchange trading day in Frankfurt am Main during the exercise period if
       both of the following performance requirements have been met:

        -- Absolute Performance.  The average ordinary share price during any 30
           day period following the two year lock-up period must exceed the
           strike price of the options by at least 20%.

        -- Relative Performance.  In addition, exercise of the options is linked
           to the performance of the ordinary shares relative to the performance
           of the Dow Jones Euro Stoxx 50 index. The options may only be
           exercised if, during any 30 day period following expiration of the
           two year lock-up period, the performance of the ordinary shares,
           adjusted for dividends, preemptive rights and other special rights,
           which in this document we refer to as the "total shareholder return",
           exceeds the performance of the Euro Stoxx 50 index.

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   218

     Under the authorization, stock options may be granted in annual tranches.
Stock options are to be granted within the eight week period following the
ordinary general shareholders meeting in each year. The last tranche of options
may be granted in 2004. The terms and conditions of the stock options may
provide Deutsche Telekom with the right to make a cash payment instead of
issuing new ordinary shares upon exercise.

     The terms and conditions of the options may also provide that the Deutsche
Telekom management board, and with respect to members of the Deutsche Telekom
management board, the Deutsche Telekom supervisory board, will be authorized to
determine that in lieu of one ordinary share against payment of the strike
price, a smaller number of ordinary shares may be issued upon exercise of an
option against payment of the minimum issue price. If that determination is
made, then each option will not entitle the holder to purchase one ordinary
share at the strike price set at the time of issuance of the option, but only a
certain number of options will entitle the holder to purchase one ordinary share
at the minimum issue price. The number of options necessary to purchase one
ordinary share will be determined as follows:


                                                     
                                                        K-M
                                                   A=   ---
                                                        K-X


     Where:

        A: means the number of options necessary to purchase one ordinary share;

        X: means the strike price;

        K: means the market price of a share at the time when the option is
           exercised; and

        M: means the minimum issue price, currently 2.56 euros.

     On June 26, 2000, two Deutsche Telekom shareholders filed a suit with the
District Court in Bonn (Landgericht Bonn) seeking to have declared void the
shareholders resolutions authorizing both the stock option plan and a related
conditional capital increase. Deutsche Telekom cannot at present predict how
long it will take to resolve this litigation or what its outcome will be.

REPURCHASE OF SHARES

     Under the German Stock Corporation Act (Aktiengesetz), Deutsche Telekom may
not purchase its own ordinary shares, subject to certain limited exceptions.

     The general shareholders meeting on May 25, 2000 approved a resolution that
authorizes Deutsche Telekom pursuant to Section 71(1) no. 8 of the German Stock
Corporation Act to purchase its own ordinary shares in an amount representing up
to 10% of its registered share capital of approximately 7.76 billion euros
through November 15, 2001. The purchase price for the ordinary shares, excluding
purchasing costs, must not exceed or fall below the market price by more than
5%, in the case of a purchase on the stock exchange, or 20%, in the case of an
offer to purchase made to all shareholders. The relevant market price for this
purpose would be the opening auction price in the XETRA system of the Frankfurt
Stock Exchange on the day of the purchase, in the case of a purchase on the
stock exchange, or the closing price in the XETRA system on the day prior to the
publication of the offer, in the case of a public offer to purchase made to all
shareholders.

     Pursuant to the resolution, the Deutsche Telekom management board is
authorized, with approval of the Deutsche Telekom supervisory board, to:

     (1) list the acquired ordinary shares on foreign stock exchanges on which
         they are not listed;

     (2) offer the acquired ordinary shares to third parties in the context of
         mergers with and acquisitions of other companies and acquisitions of
         interests in other companies; and

     (3) cancel the acquired ordinary shares without further shareholder
         approval. This cancellation option can be exercised in whole or in
         part.

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     Shareholders do not have preemptive rights for the purposes listed in
clauses (1) and (2) above. The price for any sale on a stock exchange or use in
a merger or acquisition transaction would not be permitted to be more than 5%
below the opening auction price of Deutsche Telekom's ordinary shares in the
XETRA system of the Frankfurt Stock Exchange on the day of the sale on the stock
exchange or the definitive agreement with a third party, as applicable.


VOTING RIGHTS AND SHAREHOLDERS MEETINGS


     Each ordinary share entitles its holder to one vote at Deutsche Telekom's
general meeting of shareholders. Shareholders may pass resolutions at a general
meeting by a majority of the votes cast, unless a higher vote is required by law
or by the Deutsche Telekom Articles of Association. Neither the German Stock
Corporation Act nor the Articles of Association provide for minimum quorum
requirements for shareholders meetings. The German Stock Corporation Act and the
Articles of Association require that significant resolutions be passed by at
least 75% of the share capital represented at a meeting.

     These significant resolutions include:

     - capital increases which provide for an exclusion of preemptive rights;

     - capital decreases;

     - the creation of authorized capital (genehmigtes Kapital) or conditional
       capital (bedingtes Kapital);

     - dissolution of Deutsche Telekom;

     - merger of Deutsche Telekom into or consolidation of Deutsche Telekom with
       another stock corporation;

     - split- or spin-off;

     - transfer of all Deutsche Telekom's assets;

     - conclusion of intercompany agreements (Unternehmensvertrage), including,
       in particular, direct control and profit and loss pooling agreements;

     - amendments to the corporate purpose of Deutsche Telekom; and

     - a change in Deutsche Telekom's corporate form.

     A general meeting of the shareholders of Deutsche Telekom may be called by
the Deutsche Telekom management board, the Deutsche Telekom supervisory board or
by shareholders holding in the aggregate at least 5% of Deutsche Telekom's
issued share capital. The annual general meeting must take place within the
first eight months of the fiscal year and is called by the Deutsche Telekom
management board upon the receipt of the Deutsche Telekom supervisory board's
report on the annual financial statements. Under the Articles of Association,
the right to participate in and to vote at a shareholders meeting will only be
given to those shareholders who have timely registered for the shareholders
meeting in writing or by fax with the Deutsche Telekom management board at the
seat of the company and who are included in the share register when their
registration is received and on the date of the shareholders meeting. There must
be at least two days between receipt of the registration and the date of the
shareholders meeting. Deutsche Telekom must publish notice of shareholders
meetings in the Federal Gazette (Bundesanzeiger) at least one month prior to the
date by which shareholders have to register for the shareholders meeting. The
day of publication and the last date by which shareholders have to register for
the shareholders meeting are not counted for this purpose. In addition, Deutsche
Telekom must publish a notice in a national authorized stock exchange journal.

     Those shareholders who have given timely notice to Deutsche Telekom in
writing or by fax and who are registered in the share register at the time of
this notice may participate in and vote in the general shareholders meeting.
This notice must be given so that there are at least two days between the day
when the notice is given and the day of the general shareholders meeting.

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DIVIDENDS AND OTHER DISTRIBUTIONS


     Deutsche Telekom may pay dividends immediately following the resolution by
the general meeting of shareholders on the distribution of profits.



     Under German law, Deutsche Telekom may declare and pay dividends only from
balance sheet profits as shown in the unconsolidated annual financial statements
of Deutsche Telekom. In determining the distributable balance sheet profits, the
Deutsche Telekom management board and the Deutsche Telekom supervisory board may
allocate to profit reserves (andere Gewinnrucklagen), either in whole or in
part, the annual surplus (Jahresuberschuss) that remains after allocation to
statutory reserves and losses carried forward. Under the Deutsche Telekom
Articles of Association, transferring more than one-half of the annual surplus
is not permissible if, following the transfer, the accumulated reserves out of
surplus would exceed one-half of Deutsche Telekom's share capital. The
shareholders, in determining the distribution of profits, may allocate
additional amounts to profit reserves and may carry forward profits in part or
in full.


     Dividends approved at a shareholders meeting are payable on the first stock
exchange trading day after that meeting, unless otherwise decided at the
shareholders meeting. Details regarding paying agents are published in the
Federal Gazette (Bundesanzeiger). Shareholders holding ordinary shares through
Clearstream Banking AG will receive dividends by credit to their respective
accounts.

RECORD DATES

     In accordance with the German Stock Corporation Act, the record date for
determining which holders of Deutsche Telekom ordinary shares are entitled to
the payment of dividends or other distributions, whether in cash, stock or
property, will be the date of the general meeting of shareholders at which such
dividends or other distributions are declared. The record date for determining
which holders of Deutsche Telekom ordinary shares are entitled to vote at a
general meeting will be the date of such general meeting, provided that holders
of Deutsche Telekom ordinary shares who are registered in the share register
(Aktienbuch) on the date of the meeting will be entitled to attend and vote at
the meeting only if such holders have given Deutsche Telekom notice of their
desire to attend early enough that there are at least two days between the day
the notice is given and the day of the several shareholders' meeting.

PREEMPTIVE RIGHTS

     Under the German Stock Corporation Act, every shareholder generally has
preemptive rights with respect to an issuance of new ordinary shares, including
securities convertible into ordinary shares, securities with warrants to
purchase ordinary shares, profit-sharing certificates and securities with a
profit participation. Preemptive rights regarding a specific capital increase
are freely transferable and may be traded on the German stock exchanges for a
limited number of days prior to the final date for the exercise of the rights.
Shareholders may eliminate preemptive rights through a resolution passed by a
qualified majority of at least three quarters of the share capital represented
at a meeting. See "-- Share Capital -- Authorized Capital" for a description of
the authorized capital where preemptive rights have been eliminated. In
addition, an elimination of preemptive rights requires a report by the Deutsche
Telekom management board, which must justify the elimination by establishing
that Deutsche Telekom's interest in the elimination outweighs the shareholders'
interest in exercising their preemptive rights. Preemptive rights related to the
issuance of new ordinary shares may be eliminated without justification if:

     - Deutsche Telekom increases share capital for cash contributions;

     - the amount of the increase does not exceed 10% of the issued share
       capital; and

     - the ordinary shares are sold at a price not substantially lower than the
       current quoted share price.

     Shareholders do not have any preemptive rights with respect to ordinary
shares issued using conditional capital. See "-- Share Capital -- Conditional
Capital" for a description of the existing conditional capital.

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   221

LIQUIDATION RIGHTS

     In accordance with the German Stock Corporation Act, upon a liquidation of
Deutsche Telekom, shareholders will receive, in proportion to the ordinary
shares held, any liquidation proceeds remaining after paying off all of Deutsche
Telekom's liabilities.

NOTIFICATION REQUIREMENTS

     Under the German Securities Trading Act (Wertpapierhandelsgesetz), any
person whose direct or indirect voting interest reaches, exceeds or, after
reaching, falls below 5%, 10%, 25%, 50% or 75% of the voting rights in Deutsche
Telekom must, within no more than seven calendar days, inform Deutsche Telekom
and the Federal Supervisory Authority for Securities Trading (Bundesaufsichtsamt
fur den Wertpapierhandel) in writing:

     - that such person has reached, exceeded or fallen below one of these
       thresholds; and

     - the extent of such person's voting rights.

     Failure to notify Deutsche Telekom or the Federal Supervisory Authority
will, for so long as such failure continues, disqualify the shareholder from
exercising the rights attached to his ordinary shares, including voting rights
and, if the shareholder is acting intentionally, the right to receive dividends.
In addition, a penalty may be imposed as provided for by law.

GERMAN FOREIGN EXCHANGE CONTROLS

     At present, the Federal Republic of Germany does not restrict the movement
of capital between Germany and other countries, except investments in Iraq,
Myanmar and Serbia and with institutions of the Taliban party in Afghanistan and
the UNITA party in Angola. This is to comply with the applicable resolutions
adopted by the United Nations and the European Union.

     For statistical purposes, with certain exceptions, every corporation or
individual residing in Germany is obligated to report any payment received from
or made to a non-resident corporation or individual to the German Central Bank
(Deutsche Bundesbank) if the payment exceeds DM 5,000 or EUR 2,500 or the
equivalent in a foreign currency. Additionally, corporations and individuals
residing in Germany must report to the German Central Bank any claims of a
resident corporation or individual against or liabilities payable to a
non-resident corporation or individual exceeding an aggregate of DM 3.0 million
or 1.5 million euros or the equivalent in a foreign currency at the end of any
calendar month.

     Neither German law nor the Articles of Association restricts the right of
non-resident or foreign owners of the ordinary shares to hold or vote the
ordinary shares.

INSPECTION OF SHARE REGISTER


     The share register of Deutsche Telekom will be maintained, on behalf and
under the responsibility of the Deutsche Telekom Management Board, by ADEUS
Aktienregister-Service-GmbH, for registration of any holder of Deutsche Telekom
ordinary shares, upon such holder's request, as a shareholder of Deutsche
Telekom. The share register will be open for inspection by the shareholders of
Deutsche Telekom during normal business hours at the principal office of
Deutsche Telekom in Bonn, Germany.


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           DESCRIPTION OF DEUTSCHE TELEKOM AMERICAN DEPOSITARY SHARES

INFORMATION ABOUT DEUTSCHE TELEKOM ADSs

     A Deutsche Telekom ADS is an American depositary share that represents one
ordinary share of Deutsche Telekom. The Deutsche Telekom ADSs were created to
allow U.S. shareholders of Deutsche Telekom to more easily hold and trade
interests in Deutsche Telekom on U.S. markets. Citibank, N.A., the depositary
for the Deutsche Telekom ADSs, will issue the Deutsche Telekom ADSs you will
receive in the relevant merger, and Citibank AG, Frankfurt Branch, the custodian
for the Deutsche Telekom ADSs, will hold the Deutsche Telekom ordinary shares
represented by those ADSs on behalf of the depositary.

     There are advantages and disadvantages to receiving Deutsche Telekom ADSs
rather than Deutsche Telekom ordinary shares. Non-institutional holders may
prefer to receive Deutsche Telekom ADSs instead of Deutsche Telekom ordinary
shares for the following reasons:

     -  dividends on Deutsche Telekom ADSs are paid in U.S. dollars, whereas
        dividends on Deutsche Telekom ordinary shares are paid in euros; and

     -  Deutsche Telekom ADSs are traded in the United States on the NYSE,
        whereas Deutsche Telekom ordinary shares trade on the Frankfurt Stock
        Exchange and other non-U.S. exchanges, but do not trade on any U.S.
        national securities exchange.


     You should, however, be aware that the trading volume of the Deutsche
Telekom ordinary shares on the Frankfurt Stock Exchange historically has been
significantly greater than the trading volume of the Deutsche Telekom ADSs on
the NYSE. If this continues, it may be more advantageous for a holder to sell a
large number of Deutsche Telekom ordinary shares on the Frankfurt Stock Exchange
than to sell a large number of Deutsche Telekom ADSs on the NYSE. In addition,
various fees are payable by holders of Deutsche Telekom ADSs to the depositary
in connection with various transactions as described below. The rights of a
holder of Deutsche Telekom ADSs also differ from the rights of a holder of
Deutsche Telekom ordinary shares in other respects as described below and under
"Description of Deutsche Telekom Ordinary Shares."



     Citibank, N.A., as depositary bank for the Deutsche Telekom ADSs, will
issue Deutsche Telekom ADSs to you in the form of a certificated American
Depositary Receipt, which in this document we refer to as an "ADR", upon
completion of the Deutsche Telekom/VoiceStream merger and the Deutsche
Telekom/Powertel merger, unless you elect to receive Deutsche Telekom ordinary
shares. Each Deutsche Telekom ADS represents one Deutsche Telekom ordinary share
or the right to receive one Deutsche Telekom ordinary share on deposit with the
custodian bank. A Deutsche Telekom ADS will also represent any other property
received by the depositary bank or the custodian on behalf of the owner of the
Deutsche Telekom ADS but not distributed to the owners of Deutsche Telekom ADSs
because of legal restrictions or practical considerations.


     Citibank's depositary offices are located at 111 Wall Street, New York, New
York 10043. Deutsche Telekom ADSs represent ownership interests in securities
that are on deposit with the depositary bank. The depositary bank typically
appoints a custodian to safekeep the securities on deposit. In this case, the
custodian is Citibank AG, located at Neue Mainzer Strasse 75, Frankfurt am Main,
Germany.


     Deutsche Telekom has appointed Citibank as depositary bank pursuant to a
deposit agreement. The depositary bank will make available for inspection by
holders at its office and at the office of Citibank AG copies of documents,
reports and communications in respect of the Deutsche Telekom ADSs, including
the deposit agreement and Deutsche Telekom's Articles of Association. Deutsche
Telekom urges you to review the deposit agreement in its entirety as well as the
form of ADR attached to the deposit agreement as it is the agreement that
determines your rights and obligations as an owner of Deutsche Telekom ADSs. A
copy of the deposit agreement is also on file with the SEC under cover of a
Registration Statement on Form F-6. See "Additional Information -- Where You Can
Find More Information" for the location of the SEC Public Reference Room where
you can get copies of the deposit agreement. The depositary bank will also mail
copies of documents or reports and communications to you if requested by


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Deutsche Telekom to do so and if it is lawful and practicable to do so. Please
refer to Registration Number 333-05724 when retrieving a copy of the deposit
agreement.

     If you become an owner of Deutsche Telekom ADSs, you will become a party to
the deposit agreement and therefore will be bound by its terms and by the terms
of the ADR that represents your Deutsche Telekom ADSs. The deposit agreement and
the ADR specify Deutsche Telekom's rights and obligations as well as your rights
and obligations as an owner of Deutsche Telekom ADSs and those of the depositary
bank. As a Deutsche Telekom ADS holder you appoint the depositary bank to act on
your behalf in certain circumstances. The deposit agreement and the ADRs are
governed by New York law. However, Deutsche Telekom's obligations to the holders
of ordinary shares will continue to be governed by the laws of Germany, which
may be different from the laws in the United States. Deutsche Telekom will treat
the depositary bank as the holder of the shares represented by your ADSs.

     As an owner of Deutsche Telekom ADSs, you may hold your Deutsche Telekom
ADSs either by means of an ADR registered in your name or through a brokerage or
safekeeping account. If you decide to hold your Deutsche Telekom ADSs through
your brokerage or safekeeping account, you must rely on the procedures of your
broker or bank to assert your rights as a Deutsche Telekom ADS owner. Please
consult with your broker or bank to determine what those procedures are. This
summary description assumes you have opted to own the Deutsche Telekom ADSs
directly by means of an ADR registered in your name, and as such, you are
referred to as the "holder." When this summary refers to "you," it is on the
assumption that the reader owns new Deutsche Telekom ADSs and will own Deutsche
Telekom ADSs at the relevant time.

DIVIDENDS AND DISTRIBUTIONS

     As a holder, you generally have the right to receive the distributions
Deutsche Telekom makes on the securities deposited with the custodian bank. Your
receipt of these distributions may be limited, however, by practical
considerations and legal limitations. Holders will receive the distributions
under the terms of the deposit agreement in proportion to the number of Deutsche
Telekom ADSs held as of a specified record date.

  Distributions of Cash

     Whenever Deutsche Telekom makes a cash distribution for the securities on
deposit with the custodian, it will notify the depositary bank. Subject to any
restrictions imposed by German laws or regulations, upon receipt of this notice
the depositary bank will arrange for the funds to be converted into U.S. dollars
and for the distribution of the U.S. dollars to the holders.

     The conversion into U.S. dollars will take place only if practicable and if
the U.S. dollars are transferable to the U.S. The amounts distributed to holders
will be net of the fees, expenses, taxes and governmental charges payable by
holders under the terms of the deposit agreement. The depositary will apply the
same method for distributing the proceeds of the sale of any property, including
costs estimated with conversions of foreign currency into U.S. dollars, such as
undistributed rights, held by the custodian in respect of securities on deposit.

  Distributions of Deutsche Telekom Ordinary Shares


     Whenever Deutsche Telekom makes a free distribution of shares for the
securities on deposit with the custodian, it will notify the depositary bank.
Upon receipt of the notice, the depositary bank will either distribute to
holders new Deutsche Telekom ADSs representing the Deutsche Telekom ordinary
shares deposited or, with the written consent of Deutsche Telekom, modify the
ratio of Deutsche Telekom ADSs to Deutsche Telekom ordinary shares, in which
case each Deutsche Telekom ADS you hold will represent rights and interests in
the additional Deutsche Telekom ordinary shares so deposited. Only whole new
Deutsche Telekom ADSs will be distributed. Fractional entitlements will be sold
and the proceeds of the sale will be distributed as in the case of a cash
distribution.


                                       208
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     The distribution of new Deutsche Telekom ADSs or the modification of the
Deutsche Telekom ADS-to-Deutsche Telekom ordinary share ratio upon a
distribution of Deutsche Telekom ordinary shares will be made net of the fees,
expenses, taxes and governmental charges payable by holders under the terms of
the deposit agreement. To pay the taxes or governmental charges, the depositary
bank may sell all or a portion of the new Deutsche Telekom ordinary shares so
distributed.

     No distribution of new Deutsche Telekom ADSs will be made if it would
violate a law, e.g., the U.S. securities laws, or if it is not operationally
practicable. On a distribution of new Deutsche Telekom ADSs, the depositary bank
may reasonably request an opinion of counsel regarding the need for registration
of the distribution under the U.S. Securities laws. Any such request may delay
distribution to you of new Deutsche Telekom ADSs. If the depositary bank does
not distribute new Deutsche Telekom ADSs as described above, it may sell the
Deutsche Telekom ordinary shares received and distribute the proceeds of the
sale as in the case of a distribution of cash.

  Distributions of Rights

     Whenever Deutsche Telekom intends to distribute rights to purchase
additional Deutsche Telekom ordinary shares, it may give prior notice to the
depositary bank and may assist the depositary bank in determining whether it is
lawful and reasonably practicable to distribute rights to purchase additional
Deutsche Telekom ADSs to holders.

     The depositary bank will establish procedures to distribute rights to
purchase additional Deutsche Telekom ADSs to holders and to enable holders to
exercise their rights if it is lawful and reasonably practicable to make the
rights available to holders of Deutsche Telekom ADSs, and if Deutsche Telekom
provides all of the documentation contemplated in the deposit agreement, such as
opinions to address the lawfulness of the transaction. You may have to pay fees,
expenses, taxes and other governmental charges to subscribe for the new Deutsche
Telekom ADSs upon the exercise of your rights. The depositary bank is not
obligated to establish procedures to facilitate the distribution and exercise by
holders of rights to purchase new Deutsche Telekom ordinary shares directly
rather than new Deutsche Telekom ADSs.

     The depositary bank will not distribute the rights to you if:

     - Deutsche Telekom does not request that the rights be distributed to you
       or if it asks that the rights not be distributed to you;

     - Deutsche Telekom fails to deliver satisfactory documents to the
       depositary bank; or

     - it is not reasonably practicable to distribute the rights.

     The depositary bank will sell the rights that are not exercised or not
distributed if the sale is lawful and reasonably practicable. The proceeds of
the sale will be distributed to holders as in the case of a cash distribution.
If the depositary bank is unable to sell the rights, it will allow the rights to
lapse.

  Elective Distributions

     Whenever Deutsche Telekom intends to distribute a dividend payable at the
election of shareholders either in cash or in additional Deutsche Telekom
ordinary shares, it will give prior notice thereof to the depositary bank and
will indicate whether it wishes the elective distribution to be made available
to you. In such case, Deutsche Telekom will assist the depositary bank in
determining whether the distribution is lawful and reasonably practical.

     The depositary bank will make the election available to you only if it is
reasonably practical and if Deutsche Telekom has provided all of the
documentation contemplated in the deposit agreement. In such case, the
depositary bank will establish procedures to enable you to elect to receive
either cash or additional Deutsche Telekom ADSs, in each case as described in
the deposit agreement.

                                       209
   225

     If the election is not made available to you, you will receive either cash
or additional Deutsche Telekom ADSs, depending on what a shareholder in Germany
would receive for failing to make an election, as more fully described in the
deposit agreement.

  Other Distributions

     Whenever Deutsche Telekom intends to distribute property other than cash,
Deutsche Telekom ordinary shares or rights to purchase additional Deutsche
Telekom ordinary shares, it will notify the depositary bank in advance and will
indicate whether it wishes the distribution to be made to you. If so, Deutsche
Telekom will assist the depositary bank in determining whether the distribution
to holders is lawful and reasonably practicable.

     If it is reasonably practicable to distribute the property to you, and if
Deutsche Telekom provides all of the documentation contemplated in the deposit
agreement, the depositary bank will distribute the property to the holders in a
manner it deems practicable.

     The depositary bank will make the distribution net of fees, expenses, taxes
and governmental charges payable by holders under the terms of the deposit
agreement. In order to pay the taxes and governmental charges, the depositary
bank may sell all or a portion of the property received.

     The depositary bank will not distribute the property to you and will sell
the property if:

     - Deutsche Telekom does not request that the property be distributed to you
       or if it asks that the property not be distributed to you;

     - Deutsche Telekom fails to deliver satisfactory documents to the
       depositary bank; or

     - the depositary bank determines that all or a portion of the distribution
       to you is not reasonably practicable.

     The depositary bank will distribute the proceeds of the sale to holders as
in the case of a cash distribution.

CHANGES AFFECTING SHARES

     The Deutsche Telekom ordinary shares held on deposit for your Deutsche
Telekom ADSs may change from time to time. For example, there may be a change in
nominal or par value, a split-up, consolidation or reclassification of the
Deutsche Telekom ordinary shares or a recapitalization, reorganization, merger,
consolidation or sale of assets.

     If any such change were to occur, your Deutsche Telekom ADSs would, to the
extent permitted by law, represent the right to receive the property received or
exchanged in respect of the shares held on deposit. The depositary bank may in
such circumstances deliver new Deutsche Telekom ADSs to you or call for the
exchange of your existing Deutsche Telekom ADSs for new Deutsche Telekom ADSs
and will do so upon request of Deutsche Telekom to the extent legally permitted.
If the depositary bank may not lawfully distribute the property to you, the
depositary bank may sell the property and distribute the net proceeds to you as
in the case of a cash distribution.

ISSUANCE OF DEUTSCHE TELEKOM ADSs UPON DEPOSIT OF DEUTSCHE TELEKOM ORDINARY
SHARES

     The depositary bank may create Deutsche Telekom ADSs on your behalf if you
deposit Deutsche Telekom ordinary shares with the custodian. The depositary bank
will deliver these Deutsche Telekom ADSs to the person you indicate only after
you pay any applicable issuance fees and any charges and taxes payable for the
transfer of the Deutsche Telekom ordinary shares to the custodian. Your ability
to deposit Deutsche Telekom ordinary shares could be limited by German legal
considerations at the time of deposit.

     The depositary bank may delay the issuance of ADSs until the depositary
bank or the custodian receives confirmation that all required approvals have
been given and that the Deutsche Telekom ordinary

                                       210
   226

shares have been duly transferred to the custodian. The depositary bank will
only issue Deutsche Telekom ADSs in whole numbers.

     When you deposit Deutsche Telekom ordinary shares, you will be responsible
for transferring good and valid title to the depositary bank. You will thus be
deemed to represent and warrant the following:

     - The Deutsche Telekom ordinary shares are duly authorized, validly issued,
       outstanding, fully paid, non-assessable and legally obtained;

     - All preemptive and similar rights, if any, with respect to the Deutsche
       Telekom ordinary shares have been validly waived or exercised;

     - You are authorized to deposit the Deutsche Telekom ordinary shares; and

     - The shares presented for deposit are free and clear of any lien,
       encumbrance, security interest, or other adverse claim, and are not, and
       the Deutsche Telekom ADSs issuable upon the deposit are not, subject to
       any other restriction on sale, transfer or deposit under the laws of the
       United States, the Federal Republic of Germany, or under a shareholders'
       agreement, or the Articles of Association, or any applicable regulations
       of any securities exchange.

     If any of the representations or warranties are incorrect in any way,
Deutsche Telekom and the depositary bank may, at your cost and expense, take any
and all actions necessary to correct the consequences of the misrepresentations.

WITHDRAWAL OF DEUTSCHE TELEKOM ORDINARY SHARES UPON CANCELLATION OF DEUTSCHE
TELEKOM ADSs

     As a holder, you will be entitled to present your Deutsche Telekom ADSs to
the depositary bank for cancellation and then receive the underlying shares at
the custodian's offices. To withdraw the Deutsche Telekom ordinary shares
represented by your Deutsche Telekom ADSs, you will be required to pay to the
depositary the fees for cancellation of the Deutsche Telekom ADSs and any
charges and taxes payable upon the transfer of the Deutsche Telekom ordinary
shares being withdrawn. You assume the risk for delivery of all funds and
securities upon withdrawal. Once canceled, the Deutsche Telekom ADSs will not
have any rights under the deposit agreement.

     If you hold an ADR registered in your name, the depositary bank may ask you
to provide proof of identity and genuineness of any signature and certain other
documents as the depositary bank may deem appropriate before it will cancel your
Deutsche Telekom ADSs. The depositary bank may delay the withdrawal of the
Deutsche Telekom ordinary shares represented by your Deutsche Telekom ADSs until
it receives satisfactory evidence of compliance with all applicable laws and
regulations. Please keep in mind that the depositary bank will only accept
Deutsche Telekom ADSs for cancellation that represent a whole number of
securities on deposit.

     You will have the right to withdraw the securities represented by your
Deutsche Telekom ADSs at any time except in the following cases:

     - Temporary delays caused by closing transfer books of the depositary or
       Deutsche Telekom in connection with voting at a shareholders' meeting or
       the payment of dividends;

     - Obligations to pay fees, taxes and similar charges; or

     - Restrictions imposed because of laws or regulations applicable to
       Deutsche Telekom ADSs or the withdrawal of securities on deposit.

     The deposit agreement may not be modified to impair your right to withdraw
the securities represented by your Deutsche Telekom ADSs except to comply with
mandatory provisions of law.

VOTING RIGHTS

     At Deutsche Telekom's request, the depositary bank will mail to you any
notice of shareholders' meeting received from Deutsche Telekom together with
information explaining how to instruct the
                                       211
   227

depositary bank to exercise the voting rights of the securities represented by
Deutsche Telekom ADSs. If the depositary bank timely receives voting
instructions from a holder of Deutsche Telekom ADSs, it will endeavor to vote
the securities represented by the holder's Deutsche Telekom ADSs in accordance
with the voting instructions.

     Please note that the ability of the depositary bank to carry out voting
instructions may be limited by practical and legal limitations and the terms of
the securities on deposit (including Deutsche Telekom's Articles of
Association). Deutsche Telekom cannot assure you that you will receive voting
materials in time to enable you to return voting instructions to the depositary
bank in a timely manner. Securities for which no voting instructions have been
received will not be voted.

FEES AND CHARGES

     As a Deutsche Telekom ADS holder, you will be required to pay the following
service fees to the depositary bank:




                         SERVICE                                      FEES
                         -------                                      ----
                                                         
Issuance of Deutsche Telekom ADSs                           Up to 5c. per ADS issued
Cancellation of Deutsche Telekom ADSs                       Up to 5c. per ADS
                                                            canceled
Exercise of rights to purchase additional Deutsche Telekom
  ADSs                                                      Up to 5c. per ADS issued



     As a Deutsche Telekom ADS holder you may also be charged for the following
expenses:

     - Fees for the transfer and registration of Deutsche Telekom ordinary
       shares that the registrar and transfer agent charge for the transfer and
       registration of Deutsche Telekom ordinary shares in Germany, i.e., upon
       deposit and withdrawal of Deutsche Telekom ordinary shares;

     - Expenses incurred for converting foreign currency into U.S. dollars or
       for the sale of property;

     - Expenses for cable, telex and fax transmissions and for delivery of
       securities; and

     - Taxes and duties upon the transfer of securities, i.e., when Deutsche
       Telekom ordinary shares are deposited or withdrawn from deposit.

     The expenses you may be required to pay would be customary for transactions
of this kind and are expected to be de minimis but may vary over time and may be
changed by Deutsche Telekom and by the depositary bank. You will receive prior
notice of any changes. Deutsche Telekom has agreed to pay certain other charges
and expenses of the depositary bank.

NOTIFICATION REQUIREMENTS

     As a holder of Deutsche Telekom ADSs, you agree to comply with provisions
of German law relating to reporting of large positions in Deutsche Telekom
shares. For a description of these legal provisions, see "Description of
Deutsche Telekom Ordinary Shares -- Notification Requirements." You also agree
to provide certain information if reasonably requested by the depositary bank or
Deutsche Telekom.

AMENDMENTS AND TERMINATION

     Deutsche Telekom may agree with the depositary bank to modify the deposit
agreement at any time without your consent. Any modification that would
prejudice any of the substantial rights of holders under the deposit agreement,
except in very limited circumstances enumerated in the deposit agreement, will
not become effective until 60 days after notice has been given to the holders.
Among the modifications that Deutsche Telekom will not consider to be materially
prejudicial to your substantial rights are:

     - any modifications or supplements that are reasonably necessary for the
       Deutsche Telekom ADSs to be registered under the Securities Act or to be
       eligible for book-entry settlement, in each case without imposing or
       increasing the fees and charges you are required to pay; and

                                       212
   228

     - any modifications or supplements that are required to accommodate
       compliance with applicable provisions of law.

     You will be bound by the modifications to the deposit agreement if you
continue to hold your Deutsche Telekom ADSs after the modifications to the
deposit agreement become effective. The deposit agreement cannot be amended to
prevent you from withdrawing the Deutsche Telekom ordinary shares represented by
your Deutsche Telekom ADSs, except as permitted by law.

     Deutsche Telekom has the right to direct the depositary bank to terminate
the deposit agreement. Similarly, the depositary bank may in certain
circumstances on its own initiative terminate the deposit agreement. In either
case, the depositary bank must give notice to the holders at least 30 days
before termination.

     Upon termination, the following will occur under the deposit agreement:

     - For a period of one year after termination, you will be able to request
       the cancellation of your Deutsche Telekom ADSs and the withdrawal of the
       Deutsche Telekom ordinary shares represented by your Deutsche Telekom
       ADSs and the delivery of all other property held by the depositary bank
       in respect of those Deutsche Telekom ordinary shares on the same terms as
       prior to the termination. During this one year period the depositary bank
       will continue to collect all distributions received on the Deutsche
       Telekom ordinary shares on deposit but will not distribute the property
       to you until you request the cancellation of your Deutsche Telekom ADSs;
       and

     - After the expiration of the one year period, the depositary bank may sell
       the securities held on deposit. The depositary bank will hold the
       proceeds from the sale and any other funds then held for the holders of
       Deutsche Telekom ADSs in a non-interest bearing account. At that point,
       the depositary bank will have no further obligations to holders other
       than to account for the funds then held for the holders of Deutsche
       Telekom ADSs still outstanding.

BOOKS OF DEPOSITARY

     The depositary bank will maintain Deutsche Telekom ADS holder records at
its depositary offices. You may inspect the records at the office during regular
business hours but solely for the purpose of communicating with other holders in
the interest of business matters relating to the Deutsche Telekom ADSs and the
deposit agreement.

     The depositary bank will maintain in New York facilities to record and
process the issuance, cancellation, combination, split-up and transfer of ADRs.
These facilities may be closed from time to time, to the extent not prohibited
by law.

LIMITATIONS ON OBLIGATIONS AND LIABILITIES

     The deposit agreement limits Deutsche Telekom's obligations and the
depositary bank's obligations to you. Please note the following:

     - Deutsche Telekom and the depositary bank are obligated only to take the
       actions specifically stated in the depositary agreement without
       negligence or bad faith;

     - The depositary bank disclaims any liability for any failure to carry out
       voting instructions, for any manner in which a vote is cast or for the
       effect of any vote, provided it acts in good faith and in accordance with
       the terms of the deposit agreement;

     - Deutsche Telekom and the depositary bank will not be obligated to perform
       any act that is inconsistent with the terms of the deposit agreement;


     - Deutsche Telekom and the depositary bank disclaim any liability if they
       are prevented or forbidden from acting on account of any law or
       regulation, any provision of Deutsche Telekom's Articles of Association,
       any provision of any securities on deposit or by reason of any act of God
       or war or other circumstances beyond their control;

                                       213
   229

     - Deutsche Telekom and the depositary bank disclaim any liability by reason
       of any exercise of, or failure to exercise, any discretion provided for
       in the deposit agreement or in Deutsche Telekom's Articles of Association
       or in any provisions of securities on deposit;

     - Deutsche Telekom and the depositary bank further disclaim any liability
       for any action or inaction in reliance on the advice or information
       received from legal counsel, accountants, any person presenting shares
       for deposit, any holder of Deutsche Telekom ADSs or authorized
       representative thereof, or any other person believed by either Deutsche
       Telekom or the depositary bank in good faith to be competent to give the
       advice or information;

     - Deutsche Telekom and the depositary bank also disclaim any obligation to
       appear in, prosecute or defend any action, suit or other proceeding in
       respect of any deposited securities or the Deutsche Telekom ADSs, unless
       indemnity satisfactory to it against expense and liability is furnished;
       and

     - Deutsche Telekom and the depositary bank may rely without any liability
       upon any written notice, request or other document believed to be genuine
       and to have been signed or presented by the proper parties.

PRE-RELEASE TRANSACTIONS

     The depositary bank may, in certain circumstances, issue Deutsche Telekom
ADSs before receiving a deposit of Deutsche Telekom ordinary shares or release
Deutsche Telekom ordinary shares before receiving Deutsche Telekom ADSs. These
transactions are commonly referred to as "pre-release transactions." The deposit
agreement limits the aggregate size of pre-release transactions and imposes a
number of conditions on the transactions, such as the need to receive
collateral, the type of collateral required and the representations required
from brokers. The depositary bank may retain the compensation received from the
pre-release transactions. Full collateralization is a precondition to the
pre-release of Deutsche Telekom ADSs or underlying Deutsche Telekom ordinary
shares.

TAXES

     You will be responsible for the taxes and other governmental charges
payable on the ADRs, the Deutsche Telekom ADSs evidenced by the ADRs and the
securities represented by the Deutsche Telekom ADSs. Deutsche Telekom, the
depositary bank and the custodian may deduct from any distribution the taxes and
governmental charges payable by holders and may sell any and all property on
deposit to pay the taxes and governmental charges payable by holders. You will
be liable for any deficiency if the sale proceeds do not cover the taxes that
are due.

     The depositary bank may refuse to issue Deutsche Telekom ADSs, to deliver,
transfer, split and combine ADRs or to release securities on deposit until all
taxes and charges are paid by the applicable holder. The depositary bank and the
custodian may take reasonable administrative actions to obtain tax refunds and
reduced tax withholding for any distributions on your behalf. However, you may
be required to provide to the depositary bank and to the custodian proof of
taxpayer status and residence and the other information as the depositary bank
and the custodian may require to fulfill legal obligations. You are required to
indemnify Deutsche Telekom, the depositary bank and the custodian for any claims
with respect to taxes based on any tax benefit obtained for you.

FOREIGN CURRENCY CONVERSION

     The depositary bank will arrange for the conversion into U.S. dollars of
all foreign currency received if the conversion is practical, and it will
distribute the U.S. dollars in accordance with the terms of the deposit
agreement. You may have to pay fees and expenses incurred in converting foreign
currency, such as fees and expenses incurred in complying with currency exchange
controls and other governmental requirements.

                                       214
   230

     If the conversion of foreign currency is not practical or lawful, or if any
required approvals are denied or not obtainable at a reasonable cost or within a
reasonable period, the depositary bank may take the following actions in its
discretion:

     - Convert the foreign currency to the extent practical and lawful and
       distribute the U.S. dollars to the holders for whom the conversion and
       distribution is lawful and practical;

     - Distribute the foreign currency to holders for whom the distribution is
       lawful and practical; or

     - Hold the foreign currency, without liability for interest, for the
       applicable holders.

                                       215
   231

                COMPARISON OF RIGHTS OF VOICESTREAM AND POWERTEL
                 STOCKHOLDERS AND DEUTSCHE TELEKOM SHAREHOLDERS


     As a result of the Deutsche Telekom/VoiceStream merger and the Deutsche
Telekom/Powertel merger, holders of VoiceStream common shares and Powertel
common shares, other than holders of VoiceStream common shares who make the cash
election and receive only cash as the merger consideration, will receive
Deutsche Telekom ADSs, each representing one Deutsche Telekom ordinary share or
the right to receive one Deutsche Telekom ordinary share on deposit with the
custodian bank, or, at the election of the holder, Deutsche Telekom ordinary
shares. If the Deutsche Telekom/VoiceStream merger is terminated and the
VoiceStream/Powertel merger occurs, holders of Powertel common shares will
receive VoiceStream common shares. Deutsche Telekom is a company incorporated
under the laws of Germany. Each of VoiceStream and Powertel is a corporation
incorporated in Delaware. The following is only a summary comparison of material
differences between the rights of a VoiceStream stockholder, a Powertel
stockholder and a Deutsche Telekom shareholder arising from the differences
between the corporate laws of Delaware and those of Germany, the governing
organizational instruments of the three companies and the securities laws and
regulations governing the three companies. We encourage you to read carefully
and in their entirety VoiceStream's certificate of incorporation, VoiceStream's
bylaws, Powertel's certificate of incorporation, Powertel's bylaws or Deutsche
Telekom's memorandum and articles of association. For information on how to
obtain the governing organizational instruments of VoiceStream, Powertel and
Deutsche Telekom, see "Additional Information -- Where You Can Find More
Information." You are encouraged to obtain and read these documents.


     You should refer to "Description of Deutsche Telekom American Depositary
Shares" for a description of the Deutsche Telekom ADSs and a discussion of the
ways in which the rights of holders of Deutsche Telekom ADSs may differ from
those of holders of Deutsche Telekom ordinary shares.

     If you hold shares of Deutsche Telekom, VoiceStream or Powertel through a
broker or other financial intermediary rather than directly as a person whose
name is entered in the share register of the relevant company, you must rely on
procedures established by that broker or financial intermediary in order to
assert the rights of a shareholder or stockholder against the relevant company.




             PROVISIONS CURRENTLY APPLICABLE TO                          PROVISIONS APPLICABLE TO DEUTSCHE TELEKOM
           VOICESTREAM AND POWERTEL STOCKHOLDERS                                        SHAREHOLDERS
------------------------------------------------------------    ------------------------------------------------------------
                                                             
                                                       VOTING RIGHTS

- Under Delaware law, each stockholder is entitled to one       - Each share entitles the holder to one vote at the general
  vote for each share of capital stock held by the                shareholders meetings of Deutsche Telekom.
  stockholder unless the certificate of incorporation
  provides otherwise.

  VoiceStream

- VoiceStream's certificate of incorporation contains no
  provisions altering the voting rights of holders of
  VoiceStream common shares.

- VoiceStream's bylaws provide that a majority of the           - There are no quorum requirements for shareholders meetings
  outstanding shares of VoiceStream entitled to vote,             of Deutsche Telekom.
  represented in person or by proxy, constitutes a quorum
  for the transaction of business at a stockholder meeting.



                                       216
   232



             PROVISIONS CURRENTLY APPLICABLE TO                          PROVISIONS APPLICABLE TO DEUTSCHE TELEKOM
           VOICESTREAM AND POWERTEL STOCKHOLDERS                                        SHAREHOLDERS
------------------------------------------------------------    ------------------------------------------------------------
                                                             
  Powertel
- Powertel's certificate of incorporation contains no
  provisions altering the voting rights of holders of
  Powertel common shares.

- Powertel's bylaws provide that a majority of the
  outstanding shares of Powertel entitled to vote,
  represented in person or by proxy constitutes a quorum for
  the transaction of business at a stockholder meeting.

- Under Delaware law, a certificate of incorporation may        - The German Stock Corporation Act (Aktiengesetz) does not
  provide that in elections of directors and other specified      allow cumulative voting.
  circumstances, stockholders are entitled to cumulate
  votes.

  VoiceStream

- VoiceStream's certificate of incorporation provides that
  VoiceStream stockholders do not have cumulative voting
  rights.

  Powertel

- Powertel's certificate of incorporation does not provide
  for cumulative voting rights.
                                                 ACTION BY WRITTEN CONSENT

- Under Delaware law, unless otherwise provided in the          - Under the German Stock Corporation Act, stockholders may
  certificate of incorporation, stockholders may take any         not take any action by written consent in lieu of the
  action required or permitted to be taken at a stockholder       general shareholder meeting.
  meeting without a meeting if the action is consented to in
  writing by stockholders entitled to cast the same number
  of votes that would be required to take that action at a
  meeting at which stockholders were present and voting in
  person.
  VoiceStream
- VoiceStream's certificate of incorporation does not limit
  this right of stockholders to act by written consent.
  Powertel
- Powertel's certificate of incorporation provides that
  stockholders may only take an action required or permitted
  to be taken at a stockholder meeting without a meeting if
  the action is consented to in writing by all stockholders
  who would be entitled to vote with respect to the action
  at the meeting.


                                       217
   233




             PROVISIONS CURRENTLY APPLICABLE TO                          PROVISIONS APPLICABLE TO DEUTSCHE TELEKOM
           VOICESTREAM AND POWERTEL STOCKHOLDERS                                        SHAREHOLDERS
------------------------------------------------------------    ------------------------------------------------------------
                                                             
                               STOCKHOLDER PROPOSALS AND STOCKHOLDER NOMINATIONS OF DIRECTORS

- Under SEC proxy rules, any stockholder may submit a           - Shareholders may nominate individuals for election to the
  proposal to be acted upon at an annual meeting of               Deutsche Telekom supervisory board, other than those
  stockholders if the proposer has continuously held for at       recommended by the existing Deutsche Telekom supervisory
  least one year, as of the date he or she submits a              board, by making a cross-motion to Deutsche Telekom within
  proposal, 1% or at least $2,000 in market value of the          one week after the publication of the notice of the
  company's securities entitled to be voted on the proposal       shareholders meeting in the Federal Gazette
  at the meeting. In order for a stockholder's proposal to        (Bundesanzeiger) if the election of one or several members
  be included in the company's proxy statement for an annual      of the Deutsche Telekom supervisory board is an item on
  or special meeting, the proposal must meet certain              the agenda of the shareholders meeting. The nomination
  procedural and other requirements, including a requirement      must contain the name, profession, domicile and
  that the proposal be received by the company by the             memberships in other supervisory boards or other
  applicable submission deadline. For a regularly scheduled       comparable domestic or foreign supervising bodies of the
  annual meeting, the deadline is 120 days before the             individual to be nominated. If Deutsche Telekom receives a
  anniversary of the date on which the company's proxy            communication of this kind, the Deutsche Telekom
  statement for the previous year's annual meeting was first      management board must, within 12 days after the
  released to stockholders. If the company did not hold an        publication of the notice of the shareholders meeting in
  annual meeting the previous year, or if the date of the         the Federal Gazette, notify the banks and the
  current year's annual meeting has been changed by more          shareholders' associations who at the prior shareholders
  than 30 days from the date of the previous year's meeting,      meeting exercised voting rights on behalf of shareholders
  or if the submission is for a special meeting, the              or who have requested notification of the applications and
  deadline for submitting a proposal to be included in the        proposals for elections by shareholders, including the
  company's proxy statement is a reasonable time before the       names of these shareholders and any response by the
  company begins to print and mail its proxy materials.           Deutsche Telekom management board. The same notification
                                                                  has to be submitted by the Deutsche Telekom management
  VoiceStream                                                     board to shareholders who have deposited their shares with
                                                                  Deutsche Telekom or who have, after the publication of the
- VoiceStream's bylaws do not otherwise establish procedures      notice of the shareholders meeting in the Federal Gazette,
  and rules that a stockholder must follow in order to            requested to receive notification or who are registered in
  submit proposals, including director nominations, for an        the share register of Deutsche Telekom and whose votes
  annual or special meeting.                                      have not been exercised by a bank at the last shareholders
                                                                  meeting. In addition, any shareholder entitled to attend
  Powertel                                                        and vote at the shareholders meeting can nominate
                                                                  individuals for the Deutsche Telekom supervisory board at
- Powertel's bylaws do not otherwise establish procedures         the shareholders meeting itself or between the date of the
  and rules that a stockholder must follow in order to            publication of the notice of the shareholders meeting and
  submit proposals for an annual or special meeting.              the shareholders meeting itself.
  However, Powertel's certificate of incorporation requires
  that director nominations be submitted in writing to the      - According to the German Stock Corporation Act,
  secretary of Powertel no later than 90 days prior to the        shareholders holding in the aggregate shares representing
  stockholder meeting at which such directors are to be           at least 5% of the issued shares or the aggregate notional
  elected, together with the                                      par value amount of



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             PROVISIONS CURRENTLY APPLICABLE TO                          PROVISIONS APPLICABLE TO DEUTSCHE TELEKOM
           VOICESTREAM AND POWERTEL STOCKHOLDERS                                        SHAREHOLDERS
------------------------------------------------------------    ------------------------------------------------------------
                                                             
  identity of the nominator and the number of Powertel            500,000 euros are entitled to require that a matter be put
  shares owned, directly or indirectly, by the nominator.         on the agenda for resolution and that the management board
                                                                  submit a proposal at the shareholders meeting and publish
                                                                  this proposal in the German Federal Gazette. The request
                                                                  must be made in writing stating the purpose of, and the
                                                                  reasons for, the request. Proposals duly published may be
                                                                  submitted to the general shareholders meeting for
                                                                  decision. In addition, each shareholder may also submit at
                                                                  or prior to the shareholders meeting counterproposals to
                                                                  the proposals submitted by the management board and the
                                                                  supervisory board.





                                                             
                                              SOURCES AND PAYMENT OF DIVIDENDS

- Under Delaware law, subject to any restriction in the         - Under the German Stock Corporation Act, dividends may be
  corporation's certificate of incorporation, the board of        declared and paid out of any distributable balance sheet
  directors may declare and pay dividends out of:                 profits shown in the corporation's audited and approved
                                                                  financial statements for the preceding fiscal year, as
     -- surplus of the corporation, which is the excess of              determined by resolution of the general shareholders
        net assets over statutory capital; or                           meeting. For further information, see "Description
                                                                        of Deutsche Telekom Ordinary Shares -- Dividends and
     -- if no surplus exists, out of the net profits of the             Other Distributions."
        corporation for the year in which the dividend is
        declared and/or the preceding year;
unless the net assets of the corporation are less than the
capital of any outstanding preferred shares.

  VoiceStream

- VoiceStream's certificate of incorporation does not
  contain provisions restricting the payment of dividends to
  holders of VoiceStream common shares or to the voting
  preferred shares.

  Powertel

- Powertel's certificate of incorporation does not contain
  provisions restricting the payment of dividends to holders
  of Powertel common shares or to the preferred shares.



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           VOICESTREAM AND POWERTEL STOCKHOLDERS                                        SHAREHOLDERS
------------------------------------------------------------    ------------------------------------------------------------
                                                             
                                             RIGHTS OF PURCHASE AND REDEMPTION

- Under Delaware law, any corporation may purchase, redeem      - Under the German Stock Corporation Act, a stock
  and dispose of its own shares, except that it may not           corporation may acquire its own shares:
  purchase or redeem these shares if the capital of the
  corporation is impaired or would become impaired as a           -- only upon authorization by a shareholder meeting,
     result of the redemption.                                       provided that the company acquires no more than 10% of
                                                                     its issued shares; or
- At any time, a corporation may purchase or redeem any of
   its shares which are entitled upon any distribution of       -- for certain defined purposes, e.g., for transfer to
   assets to a preference over another class of its stock if       employees. For further information, see "Description of
   these shares will be retired upon acquisition or                Deutsche Telekom Ordinary Shares -- Repurchase of
   redemption, thereby reducing the capital of the                 Shares."
   corporation.

  VoiceStream
- VoiceStream's certificate of incorporation provides that
  any outstanding VoiceStream shares may be subject to
  redemption by VoiceStream to the extent necessary, in the
  judgment of VoiceStream's board of directors, to prevent
  the loss or secure the reinstatement of any license or
  franchise from any governmental agency held by VoiceStream
  or any of its subsidiaries to conduct any portion of the
  business of VoiceStream or any of its subsidiaries or
  affiliates, which license or franchise is conditioned upon
  some or all of the holders of VoiceStream shares
  possessing prescribed qualifications.

  Powertel

- Powertel's certificate of incorporation provides that any
  outstanding Powertel shares may be subject to redemption
  by Powertel to the extent necessary, in the judgment of
  Powertel's board of directors, to prevent the loss or
  secure the reinstatement of any license or franchise from
  any governmental agency held by Powertel or any of its
  subsidiaries to conduct any portion of the business of
  Powertel or any of its subsidiaries, which license or
  franchise is conditioned upon some or all of the holders
  of Powertel shares possessing prescribed qualifications.


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             PROVISIONS CURRENTLY APPLICABLE TO                          PROVISIONS APPLICABLE TO DEUTSCHE TELEKOM
           VOICESTREAM AND POWERTEL STOCKHOLDERS                                        SHAREHOLDERS
------------------------------------------------------------    ------------------------------------------------------------
                                                             
                                                  MEETINGS OF SHAREHOLDERS

                                                      General Meetings

  VoiceStream                                                   - The Deutsche Telekom Articles of Association provide that
                                                                  the general shareholders meeting will take place at the
- VoiceStream's bylaws provide that all meetings of               headquarters of Deutsche Telekom, which is Bonn, Germany,
  stockholders are to be held at any place designated by the      or at the location of a German stock exchange or in a
  VoiceStream board of directors or, if no designation is         German city with over 500,000 inhabitants.
  made, at the registered office of VoiceStream in Delaware.
                                                                - The Deutsche Telekom Articles of Association and the
  Powertel                                                        German Stock Corporation Act provide that the annual
                                                                  general meeting called to receive the approved audited
- Powertel's bylaws provide that all meetings of                  financial statements, ratify the actions of the Deutsche
  stockholders are to be held at such place as may be fixed       Telekom management board and the Deutsche Telekom
  from time to time by the board of directors.                    supervisory board and resolve the appropriation of
                                                                  distributable profits, as well as the appointment of the
- Unless otherwise provided in the certificate of                 auditor, must take place within the first eight months of
  incorporation and described elsewhere in this summary, in       each fiscal year.
  all matters other than the election of directors,
  stockholders act by the affirmative vote of the majority      - Resolutions are passed at a Deutsche Telekom general
  of shares present or represented by proxy and entitled to       shareholders meeting by a majority of the votes cast,
  vote on the subject matter. Directors are elected by a          unless a higher vote or, additionally, a majority of the
  plurality of the votes of the shares present in person or       capital represented at the meeting is required by law or
  represented by proxy and entitled to vote on the election       the Deutsche Telekom Articles of Association. For further
  of directors.                                                   information on this subject, see "Description of Deutsche
                                                                  Telekom Ordinary Shares -- Voting Rights and Shareholders
  VoiceStream                                                     Meetings."
- VoiceStream's bylaws provide that, for any meeting
  requiring or permitting stockholder action, a written
  notice of the meeting must be given to each stockholder
  entitled to vote at that meeting not less than ten days or
  more than sixty days before the date of the meeting. The
  notice must identify the place, date and hour of the
  meeting and, in the case of a special meeting, the purpose
  for which the meeting is called.
- VoiceStream's bylaws provide that the annual meeting of
  stockholders is to be held on the second Tuesday in June
  of each year, or, if that day is a legal holiday, on the
  next business day following, at 10 a.m. If the annual
  meeting is not held on the designated date, then the
  directors are to call the meeting to be held as soon
  thereafter as convenient.



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           VOICESTREAM AND POWERTEL STOCKHOLDERS                                        SHAREHOLDERS
------------------------------------------------------------    ------------------------------------------------------------
                                                             
- VoiceStream's annual meeting is for the election of
  directors and for any other business that is properly
  brought before the meeting.
  Powertel
- Powertel's bylaws provide that, for any meeting of
  stockholders, a written notice of the meeting must be
  given not less than ten days or more than sixty days
  before the date of the meeting, to each stockholder
  entitled to vote at that meeting. The notice must identify
  the place, date and hour of the meeting and, in the case
  of a special meeting, the purpose for which the meeting is
  called.
- Powertel's bylaws provide that the annual meeting of
  stockholders is to be held on such date and at such time
  as will be designated from time to time by the board of
  directors.
- Powertel's annual meeting is for the election of directors
  and for any other business that is properly brought before
  the meeting.



                                                             
                                                      Special Meetings

  VoiceStream                                                   - A special meeting of shareholders of Deutsche Telekom may
                                                                  be called by the Deutsche Telekom management board or the
- VoiceStream's bylaws provide that special meetings of           Deutsche Telekom supervisory board.
  stockholders may be called only by:
                                                                - A special meeting of shareholders must be called by the
  -- the president;                                               Deutsche Telekom management board upon request of
                                                                  shareholders holding in the aggregate shares representing
  -- the board of directors; or                                   at least 5% of the issued shares. Written requests
                                                                     received by Deutsche Telekom stating the purpose of and
  -- stockholders entitled to cast at least one-fifth of the         reasons for the special meeting must be forwarded to
     votes which all stockholders are entitled to cast at            the Deutsche Telekom management board.
     that particular meeting.
- VoiceStream's bylaws provide that the business permitted
  to be conducted at any special meeting is limited to the
  purpose or purposes specified by the order calling the
  special meeting.

  Powertel

- Powertel's bylaws provide that special meetings of
  stockholders may be called only by:

  -- the board of directors;


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           VOICESTREAM AND POWERTEL STOCKHOLDERS                                        SHAREHOLDERS
------------------------------------------------------------    ------------------------------------------------------------
                                                             
  -- the chairman; or

  -- the president.

  Powertel stockholders do not have the right to call
  special meetings.

- Powertel's bylaws provide that the business permitted to
  be conducted at any special meeting is limited to the
  purposes stated in the notice calling the special meeting.
  Attendance at a special meeting constitutes waiver unless
  the stockholder objects at the meeting to transacting
  business or considering the matter.




                                                             
                                                      APPRAISAL RIGHTS

- Under Delaware law, stockholders of a corporation involved    - A valuation proceeding (Spruchverfahren) is available to
  in a merger have the right to demand and receive payment        Deutsche Telekom's shareholders under the German Stock
  of the fair value of their stock in lieu of receiving the       Corporation Act and the German Transformation Act
  merger consideration, provided that these stockholders          (Umwandlungsgesetz) to determine the adequacy of the
  comply with the procedural requirements set forth under         consideration to be paid in certain corporate
  Delaware law for perfecting this right. However, appraisal      transactions. These transactions include, among other
  rights are not available to holders of shares:                  things:
  -- listed on a national securities exchange;                  -- a merger;
  -- designated as a national market system security on an      -- a control and profit transfer agreement between a
     interdealer quotation system operated by the National           controlling shareholder and its dependent company; and
     Association of Securities Dealers, Inc.; or
                                                                -- the forced withdrawal of minority shareholders from a
  -- held of record by more than 2,000 stockholders;               corporation upon the corporation's integration with a
                                                                     parent corporation holding shares representing at least
  unless holders of stock are required to accept                     95% of the nominal capital of the corporation to be
  consideration in the merger other than any combination of:      integrated.
  -- shares of stock or depositary receipts of the surviving    These rights are available to shareholders, provided that in
     corporation in the merger;                                 each case the shareholder complies with the procedural
                                                                requirements specified in the respective statutory
  -- shares of stock or depositary receipts of another          provisions.
  corporation that, at the effective date of the merger,
  will be either:                                               - Under the tentative draft of a German Takeover Act
                                                                  (Ubernahmegesetz), expected to enter into force in 2001 or
     (1) listed on a national securities exchange;                2002, the compulsory acquisition of minority shareholders
                                                                  by a majority shareholder holding more than 95% of the
     (2) designated as a national market system                 issued shares will entitle the minority shareholders the
                                                                         right to a valuation proceeding.



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           VOICESTREAM AND POWERTEL STOCKHOLDERS                                        SHAREHOLDERS
------------------------------------------------------------    ------------------------------------------------------------
                                                             
         security on an interdealer quotation system
         operated by the National Association of Securities
         Dealers, Inc.; or
     (3) held of record by more than 2,000 holders; or
  -- cash in lieu of fractional shares of the stock or
     depositary receipts received.




                                                             

                                                     PREEMPTIVE RIGHTS

- Under Delaware law, a stockholder is not entitled to          - Under the German Stock Corporation Act, in general, an
  preemptive rights to subscribe for additional issuances of      existing shareholder in a stock corporation has a
  stock or any security convertible into stock unless they        preemptive right (Bezugsrecht) to subscribe for any issue
  are specifically granted those rights in the certificate        by the corporation of new shares, including securities
  of incorporation.                                               convertible into shares, securities with warrants to
                                                                  purchase shares, profit-sharing certificates and
  VoiceStream                                                     securities with a profit participation, in proportion to
                                                                  the shares held by the shareholder in the existing capital
- VoiceStream's certificate of incorporation does not             of such corporation. The German Stock Corporation Act
  provide for preemptive rights.                                  provides that this preemptive right can be excluded only
                                                                  by a shareholder resolution. The approval of a majority of
  Powertel                                                        at least 75% of the issued shares represented at the
                                                                  shareholders meeting is required to exclude preemptive
- Powertel's certificate of incorporation does not provide        rights. See "Description of Deutsche Telekom Ordinary
  for preemptive rights.                                          Shares -- Preemptive Rights."




                                                             

                                     AMENDMENT OF GOVERNING ORGANIZATIONAL INSTRUMENTS

- Under Delaware law, unless the certificate of                 - Amendments of the Deutsche Telekom Articles of Association
  incorporation requires a greater vote, an amendment to the      may be proposed either by the Deutsche Telekom supervisory
  certificate of incorporation requires:                          board, to the Deutsche Telekom management board or by a
                                                                  shareholder or group of shareholders holding at least 5%
  -- recommendation of the board of directors;                  of the issued shares or at least the notional par value
                                                                amount of 500,000 euros. According to the Deutsche Telekom
  -- the affirmative vote of a majority of the outstanding           Articles of Association, a resolution amending the
     shares entitled to vote; and                                    Deutsche Telekom Articles of Association generally must
                                                                     be passed by a majority of the votes cast and a
  -- the affirmative vote of a majority of the outstanding           majority of the shares issued represented at the
     shares of each class adversely affected by the                  meeting of shareholders at which the resolution is
     amendment.                                                      considered. The German Stock Corporation Act requires,
                                                                  however, that certain resolutions be passed by at least
  Under Delaware law, stockholders have the power to adopt,       three-quarters of the shares
  amend or repeal bylaws by the


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             PROVISIONS CURRENTLY APPLICABLE TO                          PROVISIONS APPLICABLE TO DEUTSCHE TELEKOM
           VOICESTREAM AND POWERTEL STOCKHOLDERS                                        SHAREHOLDERS
------------------------------------------------------------    ------------------------------------------------------------
                                                             
  affirmative vote of a majority of the outstanding stock         issued represented at the meeting, including resolutions
  entitled to vote unless the certificate of incorporation        relating to:
  or the bylaws specify another percentage.                     -- capital increase with an exclusion of preemptive rights;
  VoiceStream                                                   -- capital decreases;
- Under VoiceStream's certificate of incorporation, approval    -- the creation of authorized capital (genehmigtes Kapital)
  of the holders of at least 66 2/3% of the outstanding            or conditional capital (bedingtes Kapital); or
   voting power of VoiceStream is required to amend or
   repeal any of the provisions in the certificate of           -- amendments of the corporate purpose of Deutsche Telekom.
   incorporation relating to:
  -- the redemption of outstanding shares;
  -- preemptive rights;
  -- cumulative voting; or
  -- the voting requirements for the repeal or amendment of
     VoiceStream's certificate of incorporation.

  For further information, see "Description of Deutsche
  Telekom Ordinary Shares -- Voting Rights and Shareholders
  Meetings."

  Powertel

- Under Powertel's certificate of incorporation, approval of
  the holders of at least 66 2/3% of the shares entitled to
  vote and the affirmative vote of a majority of the members
  of the entire board of directors are required to amend or
  repeal any of the provisions in the certificate of
  incorporation relating to:

  -- action by stockholders by written consent;

  -- the election or classification of the board of
     directors;

  -- the elimination of liability of the board of directors;

  -- the indemnification of the board of directors; or

  -- the voting requirements for the repeal or amendment of
     the Powertel certificate of incorporation.



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           VOICESTREAM AND POWERTEL STOCKHOLDERS                                        SHAREHOLDERS
------------------------------------------------------------    ------------------------------------------------------------
                                                             
- Under Delaware law, if provided by the certificate of
  incorporation, the board of directors may adopt, amend or
  repeal the bylaws of a company by majority vote.

  VoiceStream
- VoiceStream's certificate of incorporation gives the board
  of directors that authority, but according to
  VoiceStream's bylaws, only if notice of the proposed
  amendment or repeal is provided in the notice of the board
  meeting. In addition, VoiceStream's bylaws state that the
  directors may not modify the provisions in the bylaws
  which fix their qualifications, classifications or term of
  office.
- VoiceStream's certificate of incorporation and bylaws
  state that the bylaws may be amended or repealed by
  VoiceStream's stockholders at any regular or special
  meeting if notice of the proposed amendment is provided in
  the notice of the meeting.

  Powertel
- Powertel's certificate of incorporation and bylaws give
  the board of directors the authority to adopt, amend or
  repeal the bylaws of the company. However, Powertel's
  bylaws state that the affirmative vote of at least 66 2/3%
  of the shares entitled to vote and the affirmative vote of
  a majority of the members of the entire board of directors
  are required to amend, modify or repeal by law provisions
  relating to meetings of stockholders, powers of directors
  and rules regulating their exercise of power and
  amendments to the bylaws.



                                                             
                                                      PREFERRED SHARES

  VoiceStream                                                   - As a general rule, the Deutsche Telekom management board,
                                                                  with the approval of the Deutsche Telekom supervisory
- VoiceStream's certificate of incorporation authorizes the       board, would be authorized to use the existing authorized
  VoiceStream board of directors to:                              capital for the issuance of preferred shares
                                                                     (Vorzugsaktien), which are shares with a cumulative
  -- issue up to 100,000,000 preferred shares, $0.001 par            preference right with respect to the distribution of
     value per share;                                                profits. In this case, Deutsche Telekom shareholders
                                                                     would not have preemptive rights in connection with
  -- provide for the issuance of one or more series of               this issuance. The Deutsche Telekom shareholders may
     preferred shares;                                               also resolve in a general meeting to issue preferred
                                                                     shares in which case Deutsche Telekom shareholders
  -- fix the designations, and number of the shares                  would
     constituting each series of preferred shares; and


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             PROVISIONS CURRENTLY APPLICABLE TO                          PROVISIONS APPLICABLE TO DEUTSCHE TELEKOM
           VOICESTREAM AND POWERTEL STOCKHOLDERS                                        SHAREHOLDERS
------------------------------------------------------------    ------------------------------------------------------------
                                                             
                                                                     in general have preemptive rights. See "-- Preemptive
  -- fix for each series, its relative rights.                  Rights."
  Powertel
- Powertel's certificate of incorporation authorizes the
  Powertel board of directors to:
  -- issue up to 1,000,000 preferred shares;
  -- provide for the issuance of one or more series of
     preferred shares;
  -- fix the designations, powers, preferences, and relative
     rights of the shares of each series of preferred shares
     and the qualifications, limitations and restrictions
     thereof; and
  -- establish the number of the shares constituting each
     series of preferred shares.
OUTSTANDING PREFERRED STOCK

  VoiceStream
- VoiceStream has 3,906,250 voting preferred shares
  outstanding, all of which are held by Deutsche Telekom.
- Any of these shares outstanding as of the completion of
  the Deutsche Telekom/ VoiceStream merger will remain
  outstanding and will be unaffected by that merger. The
  voting preferred shares are convertible only if the
  Deutsche Telekom/VoiceStream merger is terminated.

  Powertel
- There are five series of Powertel preferred shares
  outstanding: Series A convertible preferred shares, Series
  B convertible preferred shares, Series D convertible
  preferred shares, Series E 6.5% cumulative convertible
  preferred shares and Series F 6.5% cumulative convertible
  preferred shares. There are 100,000 Powertel Series A
  preferred shares outstanding, 100,000 Powertel Series B
  preferred shares outstanding, 50,000 Powertel Series D
  preferred shares outstanding, 50,000 Powertel Series E
  preferred shares outstanding and 50,000 Powertel Series F
  preferred shares outstanding.



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             PROVISIONS CURRENTLY APPLICABLE TO                          PROVISIONS APPLICABLE TO DEUTSCHE TELEKOM
           VOICESTREAM AND POWERTEL STOCKHOLDERS                                        SHAREHOLDERS
------------------------------------------------------------    ------------------------------------------------------------
                                                             
- Holders of two-thirds of each series of Powertel preferred
  shares are entitled to consent as a class upon a proposed
  action affecting such series involving an:
  -- authorization, creation or issuance, or any increase in
     the authorized or issued amount, of any class or series
     ranking prior to such series as to dividends or
     distribution of assets;
  -- increase in the authorized or issued amount of the
     class; or
  -- amendment, alteration or repeal by merger,
     consolidation or otherwise of any of the provisions of
     the certificate of incorporation that would affect any
     rights, preferences or voting powers of the series;
     provided that an increase in the authorization or the
     issuance of preferred stock ranking on a parity with,
     or junior to, the series is not deemed to affect
     rights, preferences or voting powers.
The foregoing voting rights do not apply if all outstanding
shares of a series have been redeemed or sufficient funds
have been deposited in trust to effect such redemption.
- Powertel Series A preferred shares are entitled to vote on
  any merger, consolidation, sale of all or substantially
  all of the assets, statutory stock exchange or other
  extraordinary transaction. The Series A preferred shares
  vote as a single class with the common shares. Each Series
  A preferred share is entitled to cast that number of votes
  equal to the number of votes which would be cast in such
  vote by a holder of the common shares into which the
  Series A preferred share is convertible on the record date
  of such vote.
- Each series of preferred shares has a dividend preference.
  For the Series A preferred shares, the Series B preferred
  shares and the Series D preferred shares, the dividend
  preference is equal to the dividend on the number of
  Powertel common shares into which the preferred shares are
  then convertible. The Series E preferred shares and the
  Series F preferred shares accrue a cumulative 6.5% annual
  dividend that is payable quarterly in common shares or
  cash. Each series has a liquidation preference in the
  amount of a stated amount plus declared or, in the case of
  the Series E and Series F preferred shares, accrued but
  unpaid dividends. Each series is subject to


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             PROVISIONS CURRENTLY APPLICABLE TO                          PROVISIONS APPLICABLE TO DEUTSCHE TELEKOM
           VOICESTREAM AND POWERTEL STOCKHOLDERS                                        SHAREHOLDERS
------------------------------------------------------------    ------------------------------------------------------------
                                                             
  redemption provisions at a stated amount plus declared or,
  in the case of the Series E and Series F preferred shares,
  accrued but unpaid dividends and at stated times. At
  certain times, each series is convertible into common
  shares at the election of the holder. The number of common
  shares into which such series is convertible is to be
  determined by dividing the liquidation preference by the
  current conversion price.


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             PROVISIONS CURRENTLY APPLICABLE TO                          PROVISIONS APPLICABLE TO DEUTSCHE TELEKOM
           VOICESTREAM AND POWERTEL STOCKHOLDERS                                        SHAREHOLDERS
------------------------------------------------------------    ------------------------------------------------------------
                                                             
                                                     STOCK CLASS RIGHTS

- Under Delaware law, changes to the rights of holders of       - Under German law, any change to the rights of Deutsche
  VoiceStream's or Powertel's common shares or preferred          Telekom's shareholders, including any reclassification of
  shares would require an amendment to VoiceStream's or           the share capital of Deutsche Telekom, would generally
  Powertel's certificate of incorporation, as the case may        require the adoption of a shareholder resolution at a
  be. Holders of shares of a class or a series are entitled       general shareholder meeting. Generally, if the existing
  to vote as a class upon a proposed amendment to the             relationship of more than one class of shares is to be
  certificate of incorporation if the amendment will:             amended to the disadvantage of any class, the resolution
                                                                  of the shareholders meeting will require the consent of
  -- increase or decrease the authorized shares of the class      the shareholders adversely affected in order to be
     or series;                                                      effective. The shareholders adversely affected will
                                                                     decide on such consent by adopting a separate
  -- increase or decrease the par value of the shares of the         resolution.
     class or series; or
  -- alter or change the powers, preferences or special
     rights of the shares of the class or series so as to
     affect them adversely.




                                                             
                                        STOCKHOLDERS' VOTES ON CERTAIN TRANSACTIONS

- Generally, under Delaware law, unless the certificate of      - Under German law, the following resolutions in particular
  incorporation provides for the vote of a larger portion of      require a majority of at least 75% of the issued shares
  the stock, completion of a merger or consolidation or sale      represented at the shareholder meeting passing the
  of substantially all of a corporation's assets or               resolution and a simple majority of the votes cast at that
  dissolution requires:                                           meeting:
  -- the approval of the board of directors; and                -- capital increases with an exclusion of preemptive rights;
                                                                   creation of authorized capital or conditional capital;
  -- approvals by the vote of the holders of a majority of
     the outstanding stock or, if the certificate of            -- capital decreases;
     incorporation provides for more or less than one vote
  per share, a majority of the votes of the outstanding         -- a dissolution of Deutsche Telekom;
  stock of a corporation entitled to vote on the matter.
                                                                -- a merger of Deutsche Telekom or any other form of
  VoiceStream                                                      transformation (Umwandlung) of Deutsche Telekom,
                                                                   including, without limitation, spin-offs (Spaltungen), a
- VoiceStream's certificate of incorporation does not             transfer of all or virtually all of Deutsche Telekom's
  provide for the vote of a larger portion of the stock for       assets, a change of Deutsche Telekom's corporate form, and
  merger or consolidation.                                        the execution of intercompany agreements
                                                                  (Unternehmensvertrage); and
  Powertel
                                                                -- amendments of the corporate purpose of Deutsche Telekom.
- Powertel's certificate of incorporation does not provide
  for the vote of a larger portion of the stock for merger
   or consolidation.


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             PROVISIONS CURRENTLY APPLICABLE TO                             PROVISIONS APPLICABLE TO DEUTSCHE TELEKOM
           VOICESTREAM AND POWERTEL STOCKHOLDERS                                          SHAREHOLDERS
------------------------------------------------------------    -----------------------------------------------------------------
                                                             
                                                      RIGHTS OF INSPECTION

- Delaware law allows any stockholder:                          - In general, the German Stock Corporation Act does not permit
                                                                  shareholders to inspect corporate books and records.
  -- to inspect:
                                                                - The German Stock Corporation Act does permit shareholders to
       (1) the corporation's stock ledger;                        inspect the share register upon request, and provides each
                                                                shareholder the right to receive oral information at the
       (2) a list of its stockholders;                          shareholders meeting, to the extent that such information is
                                                                necessary to permit a proper evaluation of the relevant item on
       (3) its other books and records; and                          the agenda. Information may be given in writing to
                                                                     shareholders, but they are not entitled to receive written
  -- to make copies or extracts of those materials during            information.
     normal business hours, provided that:
                                                                - Exceptions apply where the German Stock Corporation Act or the
       (1) the stockholder makes a written request under          German Transformation Act explicitly provide for the submission
           oath stating the purpose of the inspection; and        of written information, including written reports by the
                                                                           management board or documentation concerning certain
       (2) the inspection is for a purpose reasonably                      transactions. As a practical matter, shareholders may
           related to the person's interest as a                           also receive written information about Deutsche
           stockholder.                                                    Telekom through its public filings with the commercial
                                                                           register (Handelsregister) and the Federal Gazette
                                                                           Bundesanzeiger and other sources of publication by
                                                                           Deutsche Telekom.

                                                       DUTIES OF DIRECTORS

- Consistent with Delaware law, each of VoiceStream's and       - The Deutsche Telekom management board is responsible for
  Powertel's bylaws provide that the business and affairs of      managing Deutsche Telekom and representing Deutsche Telekom in
  VoiceStream and Powertel, respectively, are to be managed       its dealings with third parties, while the Deutsche Telekom
  by VoiceStream's or Powertel's board of directors,              supervisory board appoints and removes the members of the
  respectively.                                                   Deutsche Telekom management board and oversees the management
                                                                  of Deutsche Telekom. The supervisory board is required by law
                                                                  to review the annual financial statements of Deutsche Telekom
                                                                  and its consolidated financial statements. The Deutsche Telekom
                                                                  management board must submit regular reports on the operations
                                                                  and fundamental planning of Deutsche Telekom to the Deutsche
                                                                  Telekom supervisory board, and the Deutsche Telekom supervisory
                                                                  board is also entitled to request special reports at any time.



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                                                                - The German Stock Corporation Act prohibits the Deutsche Telekom
                                                                  supervisory board from making management decisions. Pursuant to
                                                                  the Articles of Association of Deutsche Telekom and the bylaws
                                                                  (Geschaftsordnung) of the management board, the management
                                                                  board must obtain the consent of the supervisory board for
                                                                  certain actions, including acquisitions or dispositions of real
                                                                  property having a value of more than 25 million euros,
                                                                  acquisitions or dispositions of equity investments, the
                                                                  appointment of members of the supervisory board or other bodies
                                                                  having supervisory functions of direct or indirect subsidiaries
                                                                  with a share capital of more than 2.5 million euros or an
                                                                  annual turnover of more than 25 million euros, and actions
                                                                  concerning the corporate structure or the strategy of Deutsche
                                                                  Telekom. In addition, under the German Stock Corporation Act,
                                                                  the supervisory board is authorized to subject other actions of
                                                                  the management board to its consent.


                        
                STANDARD OF CONDUCT FOR DIRECTORS

- Delaware law does not contain any specific provisions setting
  forth the standard of conduct of a director. The scope of the
  fiduciary duties of VoiceStream's and Powertel's board is thus
  determined by the courts of the State of Delaware. In general,
  directors have a duty to act without self-interest, on a
  well-informed basis and in a manner they reasonably believe to
  be in the best interests of the stockholders.
- Neither Delaware law nor VoiceStream's or Powertel's
  certificate of incorporation contains any provisions permitting
  directors, when discharging their duties, to consider the
  interests of any constituencies other than the corporation or
  its stockholders.

                                                                 
                STANDARD OF CONDUCT FOR DIRECTORS                                  STANDARD OF CONDUCT FOR DIRECTORS
- Delaware law does not contain any specific provisions setting    - In carrying out their duties, members of the Deutsche Telekom
  forth the standard of conduct of a director. The scope of the      management board and the Deutsche Telekom supervisory board
  fiduciary duties of VoiceStream's and Powertel's board is thus     must exercise the standard of care of a prudent and diligent
  determined by the courts of the State of Delaware. In general,     businessman and have the burden of proving that they exercised
  directors have a duty to act without self-interest, on a           such care if it is ever contested. The interests of Deutsche
  well-informed basis and in a manner they reasonably believe to     Telekom are deemed to include the interests of the
  be in the best interests of the stockholders.                      shareholders, the interests of the work force and, to some
                                                                     extent, the public interest, and both the Deutsche Telekom
- Neither Delaware law nor VoiceStream's or Powertel's               management board and the Deutsche Telekom supervisory board
  certificate of incorporation contains any provisions permitting    must take all these interests into account when taking actions
  directors, when discharging their duties, to consider the          or decisions. Although there is no explicit obligation to act
  interests of any constituencies other than the corporation or      solely in the interests of shareholders, the management board
  its stockholders.                                                  is required to respect the shareholders' rights to equal
                                                                     treatment and equal information.
                                                                   - The Deutsche Telekom management board has a duty to maintain
                                                                     the confidentiality of corporate information.


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                  NUMBER AND TERM OF DIRECTORS

  VoiceStream
- VoiceStream's bylaws provide that the number of directors will
  be set from time to time by the board of directors but will not
  be less than one. VoiceStream's board of directors currently
  consists of 16 members, each elected for a term of one year,
  and until his or her successor is elected and qualified or
  until his or her earlier resignation or removal.
  Powertel
- Powertel's certificate of incorporation provides that the
  number of directors will not be fewer than three nor more than
  15 directors. Powertel's board of directors currently consists
  of eight members, each elected for a term of three years, and
  until his or her successor is elected and qualified or until
  his or her earlier resignation, removal from office, death or
  incapacity. Powertel's certificate of incorporation classifies
  the board of directors into three classes. The term of office
  of only one class of directors expires in each year.

                                                                
                                                                   - The German Stock Corporation Act prohibits simultaneous
                                                                     membership on the management board and the supervisory board of
                                                                     a company.
                  NUMBER AND TERM OF DIRECTORS                                       NUMBER AND TERM OF DIRECTORS
  VoiceStream                                                      - The Deutsche Telekom supervisory board consists of 20 members,
                                                                     10 of whom are elected by the holders of Deutsche Telekom
- VoiceStream's bylaws provide that the number of directors will     shares, and, in accordance with the Co-determination Act of
  be set from time to time by the board of directors but will not    1976 (Mitbestimmungsgesetz), 10 of whom are elected by the
  be less than one. VoiceStream's board of directors currently       employees of Deutsche Telekom. In the event of a deadlock, the
  consists of 16 members, each elected for a term of one year,       chairman of the supervisory board has a casting vote. The
  and until his or her successor is elected and qualified or         chairman and a deputy chairman are elected by the supervisory
  until his or her earlier resignation or removal.                   board from among its members; in the event that a majority of
                                                                     two-thirds of the members of the supervisory board is not
  Powertel                                                           achieved, the shareholder representatives elect the chairman
                                                                     and the employee representatives elect the deputy chairman.
- Powertel's certificate of incorporation provides that the
  number of directors will not be fewer than three nor more than   - The maximum term of office for members of the Deutsche Telekom
  15 directors. Powertel's board of directors currently consists     management board is limited to five years according to the
  of eight members, each elected for a term of three years, and      German Stock Corporation Act. According to the Deutsche Telekom
  until his or her successor is elected and qualified or until       Articles of Association, the term of office for members of the
  his or her earlier resignation, removal from office, death or      Deutsche Telekom supervisory board is limited to four fiscal
  incapacity. Powertel's certificate of incorporation classifies     years, although the general shareholders meeting may determine
  the board of directors into three classes. The term of office      that a shorter term of office applies to those members of the
  of only one class of directors expires in each year.               Deutsche Telekom supervisory board elected by the shareholders.
                                                                     The German Stock Corporation Act and the Articles of
                                                                     Association disregard the fiscal year in which the term of
                                                                     office begins and extend the term until the shareholders
                                                                     meeting in the year following the fourth fiscal year.
                                                                     Accordingly, members of the Deutsche Telekom supervisory board
                                                                     will usually have a term of approximately five years. Members
                                                                     of both the Deutsche Telekom management board and the Deutsche
                                                                     Telekom supervisory board may be re-elected for additional
                                                                     terms, and there is no limit on the number of additional terms.




                                                             
                                                CLASSIFICATION OF THE BOARD

- Delaware law permits the certificate of incorporation or a    - In accordance with the German Stock Corporation Act,
  stockholder-adopted bylaw to provide that directors be          Deutsche Telekom has a two- tier board system consisting
  divided into one, two or three classes, with the term of        of the Deutsche Telekom management board (Vorstand) and
  office of one class                                             the


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------------------------------------------------------------    ------------------------------------------------------------
                                                             
  of directors to expire each year.                               Deutsche Telekom supervisory board (Aufsichtsrat).
  VoiceStream
- Neither VoiceStream's certificate of incorporation nor its
  bylaws provide for the classification of the board of
  directors.
  Powertel
- Powertel's certificate of incorporation classifies the
  board of directors into three classes, as nearly equal in
  number as possible, such that at each annual meeting only
  one class of directors' term will expire. If the number of
  directors is changed by resolution of the board of
  directors, any increase or decrease will be apportioned
  among the classes so as to maintain the number of
  directors in each class as nearly equal as possible.
                                                    REMOVAL OF DIRECTORS

- Delaware law provides that a director may be removed with     - The members of the Deutsche Telekom management board may
  or without cause by the holders of a majority in voting         be removed prior to the expiration of their terms by the
  power of the shares entitled to be voted at an election of      Deutsche Telekom supervisory board only for reasons
  directors, except that:                                         amounting to good cause, such as gross breach of duty,
                                                                  inability to duly fulfill their responsibilities or
  -- members of a classified board of directors may be               revocation of confidence by the shareholder meeting.
     removed only for cause, unless the certificate of
     incorporation provides otherwise; and                      - Members of the Deutsche Telekom supervisory board elected
                                                                  by the shareholders at the general meeting may be removed
  -- directors may not be removed in certain situations in           upon the affirmative vote of a majority of the votes
     the case of a corporation having cumulative voting.             cast at a shareholders meeting. A member of the
                                                                     supervisory board elected by the employees may be
  VoiceStream                                                        removed by a majority of the votes cast by at least 75%
                                                                  of the relevant class of employees. Any member of the
- VoiceStream's bylaws state that if cumulative voting is         Deutsche Telekom supervisory board can be removed for good
  permitted and if less than the entire board of directors        cause, including gross breach of duty, by a court decision
  is to be removed, no director may be removed without cause      upon request of the Deutsche Telekom supervisory board. In
  if the votes cast against his or her removal would be           such case, Deutsche Telekom supervisory board's
  sufficient to elect him or her if then cumulatively voted       determination to take such action requires a simple
  at an election of the entire board of directors, or if          majority vote with the member affected having no voting
  there are classes of directors, at an election of the           power.
  class of directors of which he or she is a part.
  Powertel
- Powertel has a classified board of directors, and
  directors may only be removed for cause. Powertel's bylaws
  do not contain provisions



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------------------------------------------------------------    -----------------------------------------------------------------
                                                             
  dealing with the potential ramifications resulting from
  the future adoption of cumulative voting.



             
               VACANCIES ON THE BOARD OF DIRECTORS

- Under Delaware law, unless otherwise provided in the
  certificate of incorporation or the bylaws:
  -- vacancies on a board of directors; and
  -- newly created directorships resulting from an
     increase in the number of directors
  may each be filled by a majority of the
  directors in office.
  In the case of a classified board, directors elected to fill
  vacancies or newly created directorships will hold office until
  the next election of the class for which the directors have
  been chosen.
  VoiceStream
- VoiceStream's bylaws provide that:
  -- vacancies resulting from death, removal or otherwise and
     newly created directorships resulting from an increase in
     the authorized number of directors may be filled by the
     affirmative vote of a majority of the remaining directors in
     office, even if less than a quorum, or by the sole remaining
     director; and
  -- when a director resigns from the board and the resignation
     is effective as of a future date, a majority of the
     directors then in office, including the person who has
     resigned, may fill the vacancy, the vote to take effect when
     the resignation becomes effective.

  Powertel

- Powertel's certificate of incorporation provides that the board
  of directors has the power to increase the number of directors.
  The board of directors nominates candidates to stand for
  election by the stockholders.

- Powertel's certificate of incorporation provides that vacancies
  on the board of directors, however occurring, whether by an
  increase in the number of directors, death, resignations,
  retirement, disqualification, removal from office or otherwise,
  may be filled by the affirmative vote of a majority of the
  remaining directors in office or a

                            
               VACANCIES ON THE BOARD OF DIRECTORS                                VACANCIES ON THE BOARD OF DIRECTORS
- Under Delaware law, unless otherwise provided in the             - In the case of vacancies on the Deutsche Telekom management
  certificate of incorporation or the bylaws:                        board, the Deutsche Telekom supervisory board may fill the
                                                                     vacancy by appointing a new member.
  -- vacancies on a board of directors; and
                                                                   - Vacancies on the Deutsche Telekom supervisory board may, in
  -- newly created directorships resulting from an                   urgent cases, be filled for an interim period until the next
     increase in the number of directors                             election by the shareholders or the employees, as the case may
                                                                     be, by the competent court upon a motion by the Deutsche
  may each be filled by a majority of the                            Telekom management board, a member of the Deutsche Telekom
  directors in office.                                               supervisory board, a shareholder or certain employee
                                                                     representatives.
  In the case of a classified board, directors elected to fill
  vacancies or newly created directorships will hold office until
  the next election of the class for which the directors have
  been chosen.
  VoiceStream
- VoiceStream's bylaws provide that:
  -- vacancies resulting from death, removal or otherwise and
     newly created directorships resulting from an increase in
     the authorized number of directors may be filled by the
     affirmative vote of a majority of the remaining directors in
     office, even if less than a quorum, or by the sole remaining
     director; and
  -- when a director resigns from the board and the resignation
     is effective as of a future date, a majority of the
     directors then in office, including the person who has
     resigned, may fill the vacancy, the vote to take effect when
     the resignation becomes effective.
  Powertel
- Powertel's certificate of incorporation provides that the board
  of directors has the power to increase the number of directors.
  The board of directors nominates candidates to stand for
  election by the stockholders.
- Powertel's certificate of incorporation provides that vacancies
  on the board of directors, however occurring, whether by an
  increase in the number of directors, death, resignations,
  retirement, disqualification, removal from office or otherwise,
  may be filled by the affirmative vote of a majority of the
  remaining directors in office or a



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           VOICESTREAM AND POWERTEL STOCKHOLDERS                                          SHAREHOLDERS
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  sole remaining director, even if less than a quorum.



                     
               LIABILITY OF DIRECTORS AND OFFICERS

- Delaware law permits a corporation through its certificate of
  incorporation to eliminate or limit the personal liability of a
  director to the corporation and its stockholders for damages
  arising from a breach of fiduciary duty as a director. However,
  no provision can limit the liability of a director for:
  -- any breach of his duty of loyalty to the corporation or its
     stockholders;
  -- acts or omissions not in good faith or which involve
     intentional misconduct or a knowing violation of law;
  -- intentional or negligent payment of unlawful dividends or
     stock purchases or redemptions; or
  -- any transaction from which he derives an improper personal
  benefit.
  VoiceStream
- VoiceStream's certificate of incorporation provides that a
  director of VoiceStream will not be personally liable to
  VoiceStream or its stockholders for monetary damages for breach
  of fiduciary duty as a director, except to the extent required
  by Delaware law.
  Powertel
- Powertel's certificate of incorporation provides that a
  director of Powertel will not be personally liable to Powertel
  or its stockholders for monetary damages for breach of
  fiduciary duty as a director, except to the extent required by
  Delaware law.

                                                                  
               LIABILITY OF DIRECTORS AND OFFICERS                                LIABILITY OF DIRECTORS AND OFFICERS
- Delaware law permits a corporation through its certificate of    - Under compulsory provisions of the German Stock Corporation
  incorporation to eliminate or limit the personal liability of a    Act, a stock corporation is not allowed to limit or eliminate
  director to the corporation and its stockholders for damages       the personal liability of the members of either the management
  arising from a breach of fiduciary duty as a director. However,    board or the supervisory board for damages due to breach of
  no provision can limit the liability of a director for:            duty in their official capacity. Deutsche Telekom may waive its
                                                                     claims for damages due to a breach of duty or reach a
  -- any breach of his duty of loyalty to the corporation or its     settlement with regard to these claims if more than three years
     stockholders;                                                      have passed after these claims have arisen, but only with
                                                                        the approval by the shareholder meeting. However, a waiver
  -- acts or omissions not in good faith or which involve               may not be granted and a settlement may not be reached if
     intentional misconduct or a knowing violation of law;              shareholders holding in the aggregate at least 10% of the
                                                                        issued shares object to the resolution at the shareholders
  -- intentional or negligent payment of unlawful dividends or          meeting as reflected in the minutes.
     stock purchases or redemptions; or
                                                                   - Members of the Deutsche Telekom management board who violate
  -- any transaction from which he derives an improper personal      their duties to maintain the confidentiality of corporate
  benefit.                                                           information may be held jointly and severally liable by the
                                                                     corporation for any resulting damages, unless their actions
  VoiceStream                                                        were validly approved by resolution at a shareholders meeting.
                                                                     The members of the Deutsche Telekom supervisory board have
- VoiceStream's certificate of incorporation provides that a         similar liabilities in respect of the corporation if they
  director of VoiceStream will not be personally liable to           violate their duties to maintain the confidentiality of
  VoiceStream or its stockholders for monetary damages for breach    corporate information.
  of fiduciary duty as a director, except to the extent required
  by Delaware law.
  Powertel
- Powertel's certificate of incorporation provides that a
  director of Powertel will not be personally liable to Powertel
  or its stockholders for monetary damages for breach of
  fiduciary duty as a director, except to the extent required by
  Delaware law.



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           VOICESTREAM AND POWERTEL STOCKHOLDERS                                          SHAREHOLDERS
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                                            INDEMNIFICATION OF DIRECTORS AND OFFICERS

- Delaware law provides that a corporation may indemnify any    - Under German law, a corporation may indemnify its officers
  officer or director who is made a party to any third party      (leitende Angestellte), and, under certain circumstances,
  suit or proceeding on account of being a director, officer      German labor law requires a stock corporation to do so.
  or employee of the corporation against expenses, including      However, a corporation may not, as a general matter, indemnify
  attorneys' fees, judgments, fines and amounts paid in           members of the management board or the supervisory board. A
  settlement reasonably incurred by him in connection with        German stock corporation may, however, purchase directors' and
  the action, through, among other things, a majority vote        officers' insurance. The insurance may be subject to any
  of a quorum consisting of directors who were not parties        mandatory restrictions imposed by German law. In addition,
  to the suit or proceeding if the officer or director:           German law may permit a corporation to indemnify a member of
                                                                     the management board or the supervisory board for attorneys'
  -- acted in good faith and in a manner he reasonably               fees incurred if such member is the successful party in a
     believed to be in the best interests of the                     suit in a country, like the United States, where winning
     corporation; and                                                parties are required to bear their own costs, if German law
                                                                     would have required the losing party to pay the member's
  -- in a criminal proceeding, had no reasonable cause to            attorneys' fees had the suit been brought in Germany.
     believe his conduct was unlawful.
                                                                - Members of the Deutsche Telekom supervisory board and the
  VoiceStream                                                     Deutsche Telekom management board and officers of Deutsche
                                                                  Telekom will be covered by customary liability insurance,
- VoiceStream's certificate of incorporation and bylaws              including insurance against liabilities under the Securities
  provide that:                                                      Act.
  -- VoiceStream will indemnify its current and former
     directors, officers, employees and agents to the
     fullest extent permitted by law;
  -- the indemnification will include the right to receive
     advance payment of any expenses incurred in connection
     with any proceeding in advance of final disposition of
     the proceeding; and

  -- advance payment of any expenses will be made only upon
     delivery to VoiceStream of a written affirmation by the
     person seeking indemnification of his or her good faith
     belief that he or she has met the standard of conduct
     required to be eligible for indemnification and an
     undertaking to repay all amounts advanced if it is
     ultimately determined that he or she did not meet the
     required standard of conduct.

- VoiceStream is not liable to indemnify any person for
  amounts paid in settlement of any


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  proceeding if the settlement was made without
  VoiceStream's written consent.

- VoiceStream's bylaws provide that VoiceStream must fully
  pay claims for indemnification and advance payment of
  expenses within 60 days and 20 days, respectively, of
  receiving a written request for payment. If VoiceStream
  has not done so, the person seeking indemnification or
  advance payment of expenses may bring suit against
  VoiceStream to recover the unpaid amounts of the claim. If
  there is a judgment against VoiceStream in such a suit,
  the indemnitee is also entitled to be paid his or her
  expenses of prosecuting that claim, with such expenses to
  be proportionately prorated if the indemnitee is only
  partially successful.

- VoiceStream maintains directors' and officers' insurance.

  Powertel

- Powertel's certificate of incorporation provides that:

  -- Powertel will indemnify its current and former
     directors and officers and any person who is or was
     serving at the request of Powertel as a director or
     officer of another enterprise, to the fullest extent
     permitted by law; and
  -- The indemnification will include the right to receive
     advance funds for indemnification as requested by the
     director or officer being indemnified, as allowed by
     law.

- Powertel maintains directors' and officers' insurance on
  behalf of any person who is or was a director, officer,
  employee or agent of the corporation or who, while a
  director, officer, employee or agent of the corporation,
  is or was serving at the request of the corporation as a
  director, officer, partner, trustee, employee or agent of
  another corporation, partnership, joint venture, trust,
  employee benefit plan or other enterprise.


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                                                CONFLICT-OF-INTEREST TRANSACTIONS

- Delaware law generally permits transactions involving a       - In any transaction or contract between Deutsche Telekom and any
  Delaware corporation and an interested director of that         member of the Deutsche Telekom management board, Deutsche
  corporation if:                                                 Telekom is represented by the Deutsche Telekom supervisory
                                                                     board.
  -- the material facts as to his relationship or interest
     are disclosed and a majority of disinterested directors
     consents;

  -- the material facts are disclosed as to his relationship
     or interest and holders of a majority of shares
     entitled to vote thereon consent; or

  -- the transaction is fair to the corporation at the time
     it is authorized by the board of directors, a committee
     of the board of directors or the stockholders.



                                                             
                                                     LOANS TO DIRECTORS

- Under Delaware law, loans can generally be made to            - The German Stock Corporation Act requires that any loan
  officers and directors upon approval by the board of            made by Deutsche Telekom to any member of the management
  directors.                                                      board or general manager or to their spouses or minor
                                                                  children that exceeds one month's salary of such member of
                                                                  the management board or general manager be authorized by a
                                                                  resolution of the Deutsche Telekom supervisory board.
                                                                  Loans made by Deutsche Telekom to a member of the Deutsche
                                                                  Telekom supervisory board require an affirmative vote of
                                                                  the Deutsche Telekom supervisory board. For purposes of
                                                                  this resolution, the member of the Deutsche Telekom
                                                                  supervisory board who would be the borrower is not
                                                                  entitled to vote.




                                                             
                                                     STOCKHOLDER SUITS

- An individual may commence a class action suit on behalf      - The German Stock Corporation Act does not provide for
  of himself or herself and other similarly situated              class actions, and does not generally permit shareholder
  stockholders where the requirements for maintaining a           derivative suits, even in the case of breach of duty by
  class action under Delaware law have been met.                  the members of the management board or the supervisory
                                                                  board. The shareholders meeting, acting by a simple
- Under Delaware law, a stockholder may initiate a                majority of the votes cast, or a minority of the
  derivative action to enforce a right of a                       shareholders holding in the aggregate at least



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           VOICESTREAM AND POWERTEL STOCKHOLDERS                                        SHAREHOLDERS
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  corporation if the corporation fails to enforce the right       10% of the issued shares, is entitled to request Deutsche
  itself. To maintain a derivative action, a plaintiff must,      Telekom to claim damages, but is not entitled to assert
  in the complaint:                                               any rights on behalf of Deutsche Telekom. Upon request,
                                                                  the corporation must prosecute the claim. If the request
       -- state that the plaintiff was a stockholder at the               is not complied with, the court will appoint a
          time of the transaction of which the plaintiff                  special representative upon a motion of
          complains or that the plaintiff's shares                        shareholders with either shares representing at
          subsequently devolved on the plaintiff by                       least 10%, or under special circumstances 5%, of
          operation of law; and                                           the issued shares or the notional par value amount
                                                                          of 1 million euros, or under special circumstances
       -- (1) allege with particularity the efforts made by                   500,000 euros. The special representative will
              the plaintiff to obtain the action the                          assert claims of Deutsche Telekom for
              plaintiff desires from the directors; or                        compensation of damages. The general
                                                                              shareholders meeting may appoint any
          (2) state the reasons for the plaintiff's failure                   disinterested party as a special
              to obtain the action or for not making the                      representative for these proceedings.
              effort.
                                                                - Shareholders exercising the minority right described above
- Additionally, the plaintiff must remain a stockholder           must establish that they have held their shares for at
  through the duration of the derivative suit. The action         least three months prior to the general shareholders
  may not be dismissed or settled without the approval of         meeting in which they make the request. The shareholder
  the Delaware Court of Chancery.                                 group must reimburse Deutsche Telekom for all costs of
                                                                  litigation if the proceedings are unsuccessful or only
                                                                  partially successful, but in the latter case only to the
                                                                  extent that those costs exceed any amounts awarded to
                                                                  Deutsche Telekom in these proceedings.
                                                                - Each shareholder who was present at a shareholders meeting
                                                                  and has objected to the resolution as reflected in the
                                                                  minutes may within one month after adoption of the
                                                                  respective resolution of shareholders take action against
                                                                  the company to contest the resolution (Anfechtungsklage).




                                                             
                                         PROVISIONS RELATING TO SHARE ACQUISITIONS

- Section 203 of the Delaware General Corporation Law           - German law does not specifically regulate "business
  prohibits "business combinations," including mergers,           combinations" with interested shareholders. However,
  sales and leases of assets, issuances of securities and         certain general principles of German law may restrict
  similar transactions by a corporation or a subsidiary with      business combinations under various circumstances.
  an "interested


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------------------------------------------------------------    ------------------------------------------------------------
                                                             
  stockholder" who beneficially owns 15% or more of a
  corporation's voting stock, within three years after the
  person or entity becomes an interested stockholder,
  unless:
  -- the transaction that will cause the person to become an
     interested stockholder is approved by the board of
     directors of the target prior to the transaction;

  -- after completion of the transaction in which the person
     becomes an interested stockholder, the interested
     stockholder holds at least 85% of the voting stock of
     the corporation not including:
      (1) shares held by officers and directors; and
      (2) shares held by specified employee benefit plans;
          or

  -- after the person becomes an interested stockholder, the
     business combination is approved by the board and
     holders of at least 66 2/3% of the outstanding voting
     stock, excluding shares held by the interested
     stockholder.

  VoiceStream

- As a result of the VoiceStream board of director's
  unanimous approval and adoption of Deutsche Telekom's
  initial investment in VoiceStream, the Deutsche Telekom/
  VoiceStream merger and the Deutsche Telekom/ VoiceStream
  merger agreement, Deutsche Telekom's initial investment in
  VoiceStream and the Deutsche Telekom/VoiceStream merger
  are not subject to the limitations set forth in Section
  203, and Deutsche Telekom is deemed not to be an
  interested stockholder for purposes of Section 203.

  Powertel

- As a result of the Powertel board's unanimous approval and
  adoption of the Deutsche Telekom/ Powertel merger and the
  Deutsche Telekom/ Powertel merger agreement and the
  VoiceStream/Powertel merger and the VoiceStream/Powertel
  merger agreement, these mergers are not subject to the
  limitation set forth in Section 203, and neither Deutsche
  Telekom nor VoiceStream is deemed to be an interested
  stockholder for purposes of Section 203.


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             PROVISIONS CURRENTLY APPLICABLE TO                          PROVISIONS APPLICABLE TO DEUTSCHE TELEKOM
           VOICESTREAM AND POWERTEL STOCKHOLDERS                                        SHAREHOLDERS
------------------------------------------------------------    ------------------------------------------------------------
                                                             
                                                TAKEOVER RELATED PROVISIONS

- Under Delaware law, directors generally have a duty to act    - No statutory law or case law exists with respect to the
  without self-interest, on a well-informed basis and in a        standard of conduct applicable to the members of the
  manner they reasonably believe to be in the best interests      management board and of the supervisory board of a German
  of the stockholders. Nevertheless, a Delaware court will        stock corporation (Aktiengesellschaft) in the context of a
  generally apply a policy of judicial deference to a board       threatened change in control. The voluntary German
  of directors' decisions to adopt anti-takeover measures in      Takeover Guidelines provide that the management board of
  the face of a potential takeover where the directors are        the target company may not take any measures that would
  able to show that:                                              impede the shareholders from taking advantage of the
                                                                  tender offer. This recommendation is based on the
  -- they had reasonable grounds for believing that there            principle that the target company's management board
     was a danger to corporate policy and effectiveness from         has a duty to the shareholders to remain neutral.
     an acquisition proposal; and                                    However, the Local Court of Dusseldorf (Landgericht
                                                                     Dusseldorf) held that it may be permissible for a
  -- the board action taken was reasonable in relation to            management board to advertise statements reflecting the
     the threat posed.                                               company's own business concept and its strategy in the
                                                                     mass media.
                                                                - The same principles apply under the tentative draft of a
                                                                  German Takeover Act which is expected to enter into force
                                                                  in 2001. However, the draft Takeover Act expressly
                                                                  permits, among other things:
                                                                -- solicitation for alternative transactions;
                                                                -- other defense measures authorized by the shareholders
                                                                   meeting by a majority of the votes cast, if the
                                                                   resolution is adopted after publication of the offer; and
                                                                -- the issuance of new shares granting preemptive rights to
                                                                   shareholders, if the underlying resolution by the
                                                                   shareholders meeting was adopted during the last 18
                                                                   months prior to the publication of the offer.




                                                             
                                                  DISCLOSURE OF INTERESTS

- Acquirors of VoiceStream and Powertel common shares are       - Holders of Deutsche Telekom ADSs are required to comply
  subject to disclosure requirements under Section 13(d)(1)       with specified U.S. securities law requirements,
  of the Exchange Act and Rule 13d-1 thereunder, which            including, subject to certain exceptions, filing Schedules
  provide, subject to certain exceptions, that any person         13D with respect to their beneficial ownership of the
  who                                                             underlying


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             PROVISIONS CURRENTLY APPLICABLE TO                          PROVISIONS APPLICABLE TO DEUTSCHE TELEKOM
           VOICESTREAM AND POWERTEL STOCKHOLDERS                                        SHAREHOLDERS
------------------------------------------------------------    ------------------------------------------------------------
                                                             
  becomes the beneficial owner of more than 5% of the             Deutsche Telekom ordinary shares if they beneficially own
  outstanding VoiceStream or Powertel common shares must,         more than 5% of the Deutsche Telekom ordinary shares
  within ten days after such acquisition:                         outstanding. Under the German Securities Trading Act
                                                                  (Wertpapierhandelsgesetz), anyone whose direct or indirect
  -- file a Schedule 13D with the SEC disclosing specified           voting interest reaches, exceeds or, after reaching,
     information; and                                                falls below 5%, 10%, 25%, 50% or 75% of the voting
                                                                     rights in Deutsche Telekom must, within no more than
  -- send a copy of the Schedule 13D to VoiceStream or               seven calendar days, inform Deutsche Telekom and the
     Powertel, as the case may be.                                   Federal Supervisory Authority for Securities Trading
                                                                  (Bundesaufsichtsamt fur den Wertpapierhandel) in writing:
- Each of VoiceStream and Powertel is required by the rules
  of the SEC to disclose in the proxy statement relating to     -- that he has reached, exceeded or fallen below one of
  their respective annual meetings of stockholders the             these thresholds; and
   identity and number of VoiceStream or Powertel common
   shares, as the case may be, beneficially owned by:           -- of the extent of his voting rights.
  -- each of its directors;                                     Failure to notify Deutsche Telekom or the Federal
                                                                  Supervisory Authority will, for so long as such failure
  -- its chief executive officer;                                 continues, disqualify the shareholder from exercising the
                                                                  rights attached to his shares, including voting rights
  -- each of its four most highly compensated executive              and, if the shareholder is acting intentionally, the
     officers other than its chief executive officer;                right to receive dividends.
                                                                     In addition, a penalty may be imposed on the
  -- all of its directors and executive officers as a group;         shareholder as provided for by law.
     and
  -- any beneficial owner of 5% or more of the VoiceStream
     common shares or Powertel common shares of whom it is
     aware.




                                                             
                    LIMITATION ON ENFORCEABILITY OF CIVIL LIABILITIES UNDER U.S. FEDERAL SECURITIES LAWS

                               Ability to Bring Suits, Enforce Judgments and Enforce U.S. Law

- Each of VoiceStream and Powertel is a U.S. company            - Deutsche Telekom is a German company located in Germany.
  incorporated under the laws of Delaware and has                 All of the members of its management board and executive
  substantial assets located in the United States. As a           officers are non-residents of the United States. In
  result, investors generally can initiate lawsuits in the        addition, although Deutsche Telekom will have substantial
  United States against each of VoiceStream and Powertel and      assets in the United States if the Deutsche
  its directors and officers and can enforce lawsuits based       Telekom/VoiceStream merger and the Deutsche
  on U.S. federal securities laws in U.S. courts                  Telekom/Powertel merger are completed, the majority of
                                                                  Deutsche Telekom's assets and a large portion of the