<PAGE>   1

                                                                     Exhibit 1.1

Translation from Polish

                 FORMATION DEED OF A LIMITED LIABILITY COMPANY

                                   Article 1
                            Formation of the Company

The persons appearing declare, that they hereby form a Limited Liability
Company for the purpose of conducting business activity, hereinafter referred
to as "the Company".

                                   Article 2
                              Business Name: Sear

1. The business name of the Company shall be "Polska Telefonia Cyfrowa, Spolka z
ograniczona odpowiedzialnoscia". The Company may use the abbreviation of its
business name "Polska Telefonia Cyfrowa Sp. z o.o." and a distinctive logo:
"PTC".

2. The seat of the Company shall be the Capital City of Warsaw.

                                   Article 3
                                    Duration

The Company shall be formed for an unlimited period of time.

                                   Article 4
                      Territory of the Company Operations

The Company shall do business in the territory of Poland and abroad.

                                   Article 5
                                Business Purpose

The business purpose of the Company shall be:

1. Conducting activities in the field of telecommunications, and in particular
in the field of mobile telephony, data transmission and data communications, as
well as all other telecommunications services, including the Internet
services, Internet-related services and fixed telephony.


2. The Company may conduct industrial, commercial and financial activities that
are directly or indirectly indispensable or useful to pursue its business
purpose, as mentioned above, and in particular it may set up branch offices and
form companies in Poland and abroad.(1)

                                   Article 6
                          Share Capital: Subscription

1. The share capital of the Company amounts to PLN 471,000,000 (four hundred and
seventy-one million zlotys) and has been divided into 471,000 (four hundred and
seventy-one thousand) equal and indivisible shares of the nominal value of PLN
1,000 (one thousand zlotys) each.(2)

______________________

(1) Article 5 in the wording specified by virtue of the Extraordinary Meeting of
    Shareholders Resolution No. 212000 as regards the amendment of the Company
    Formation Deed dated 28 September 2000

(2) Article 6 point 1 in the wording specified by virtue of the Extraordinary
    Meeting of Shareholders Resolution No. 2 as regards the amendment of the
    Company Formation Deed dated 11 June 1996

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2.  The increase of the share capital up to the amount constituting a decuple of
    its present value does not require the amending of this Formation Deed.

3.  Each Shareholder may hold more than one share.

4.  The share capital shall be subscribed to in the following way:

     The company under the business name of "Elektrim" S.A. with its seat in
     Warsaw shall subscribe to 153,075 (one hundred and fifty-three thousand
     seventy-five) shares in the total value of PLN 153,075,000 (one hundred and
     fifty-three million seventy-five thousand zlotys) paid in cash,

The company under the business name of "DeTeMobil Deutsche Telekom MobilNet"
GmbH with its seat in Bonn shall subscribe to 105,975 (one hundred and five
thousand nine hundred and seventy-five) shares in the total value of
PLN 105,975,000 (one hundred and five million nine hundred and seventy-five
thousands zlotys) paid in cash,

The company under the business name of "US WEST International" B.V. with its
seat in Eindhoven (Holland) shall subscribe to 105,975 (one hundred and five
thousand nine hundred and seventy-five) shares in the total value of PLN
105,975,000 (one hundred and five million nine hundred and seventy-five
thousand zlotys) paid in cash,

The company under the business name of "Bank Rozwoju Eksportu" S.A. with its
seat in Warsaw shall subscribe to 23,550 (twenty-three thousand five hundred
and fifty) shares in the total value of PLN 23,550,000 (twenty-three million
five hundred and fifty thousand zlotys) paid in cash,

The company under the business name of "Kulczyk Holding" S.A. with its seat in
Poznan shall subscribe to 22,608 (twenty-two thousand six hundred and eight)
shares in the total value of PLN 22,608,000 (twenty-two million six hundred and
eight thousand zlotys) paid in cash,

The company under the business name of "Elektrim -- AUTOINVEST" S.A. with its
seat in Warsaw shall subscribe to 21,666 (twenty-one thousand six hundred and
sixty-six) shares in the total value of PLN 21,666,000 (twenty-one million six
hundred and sixty-six thousand zlotys) paid in cash,

The company under the business name of "Towarzystwo Ubezpieczen i Reasekuracji
WARTA" S.A. with its seat in Warsaw shall subscribe to 19,311 (nineteen
thousand three hundred and eleven) shares in the total value of PLN 19,311,000
(nineteen million three hundred and eleven thousand zlotys) paid in cash,

The company under the business name of "POLPAGER" Sp. z o.o. with its seat in
Warsaw shall subscribe to 18,840 (eighteen thousand eight hundred and forty)
shares in the total value of PLN 18,840,000 (eighteen million eight hundred and
forty thousand zlotys) paid in cash.(3)

Out of the shares subscribed to by DeTelMobil Deutsche Telecom MobilNet GmbH,
675 shares in the total value of PLN 675,000 are meant for transfer to US West
International B.V.

______________________

(3) Article 6 point 4 in the wording specified by virtue of the Extraordinary
    Meeting of Shareholders Resolution No. 2 as regards the amendment of the
    Company Formation Deed dated 11 June 1996

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    No Supervisory Board approval shall be required for the above-mentioned
    transfer of shares. However, the transfer may only become effective if and
    when approved by Elektrim S.A.

6.  The Shareholders confirm that in the context of a bid for the License to
provide GSM services, the Company shall be required to provide a bid gage in
the amount constituting the equivalent of ECU 10 million. The Shareholders
acknowledge that the bid gage shall be submitted in the form of a bank
guarantee issued by the bank approved by the Polish Minister of Communications
and hereby undertake to make available to the Company -- or, if approved by the
bank issuing the guarantee, to guarantee to the bank -- a proportional share of
the bid gage which shall correspond to each Shareholder's proportional share
in the Company as provided for in this Article 6.

7.  The Meeting of Shareholders may put the Shareholders under an obligation to
make additional payments in the amount up to a one time nominal value of the
shares held by each of them on the terms specified each time by a resolution of
the Meeting of Shareholders.(4)

                                   Article 7
                               Transfer of Shares

1.  The sale, transfer, pledge or any other agreement by which a Shareholder
seeks to dispose of an interest in the Company shall require the approval of
the Supervisory Board.

The Supervisory Board shall specify the requirements for granting such an
approval which will put the Shareholder intending to perform the acts mentioned
above under an obligation to obtain all the indispensable permits from the
Minister of Communications and which will give the other Shareholders the
opportunity to acquire the rights to be transferred in compliance with the
right of first refusal.

Transfer of shares to a Shareholder having more than 20% (twenty per cent)
share in the share capital, executed as a result of a share pledge being
previously approved by the Supervisory Board or pursuant to an arbitral award
issued in accordance with the provisions of Article 21 of this Formation Deed
on the basis of this Formation Deed or on the basis of other agreements to
which the Shareholders having jointly more than 70% (seventy per cent) share
in the share capital of the Company are the parties, shall not require the
consent of the Supervisory Board.(5)

2.  In particular, the Supervisory Board shall give its consent as regards the
transfer of all (but not a part of) shares ("Shares") by a Shareholder having
no more than 5% share in the share capital of the Company ("Transferring
Shareholder") on the following conditions:

     a)  the period of five years has elapsed since the obtaining of the License
         and the Permit mentioned in Article 5; and

     b)  the procedure specified in Article 7.3 is followed; and

     c)  the transfer of the Shares: (1) does not affect (deleted)(6) adversely
         the retaining of the Permit and the License referred to in Article 5 or
         any of the rights of the Company specified therein, or (ii) does not
         violate or cause the Company to violate any binding provision of the
         Polish law; and

_______________________
(4) In Article 6, point 7 was added by virtue of the Extraordinary Meeting of
Shareholders Resolution No. 3/2000 as regards the amendment of the Company
Formation Deed dated 28 September 2000.
(5) The sentence added by virtue of the Extraordinary Meeting of Shareholders
Resolution dated 11 March 1997
(6) In Article 7, point 2, letter "c", after the words "does not affect", the
word "materially" was deleted by virtue of the Extraordinary Meeting of
Shareholders Resolution dated 11 March 1997.

                                       3

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     d)  additionally, the transfer of the Shares does not affect (deleted)(7)
     adversely the operations of the Company; and

     e)  the transfer of the Shares does not result in any person owning
     directly or indirectly 20% or more of the shares in the Company, with the
     exception of the current Shareholders having more than 20% of the shares at
     the time of transfer; and

     f)  the Transferring Shareholder has complied with all its obligations
     under this Formation Deed.

3.   a)  The Transferring Shareholder shall first notify the other Shareholders
     in writing of its intention to transfer the Shares ("Shares of Transfer"),
     specifying in the Offer of Transfer all the relevant conditions of transfer
     including the proposed transferee if any and defining the purchase price,
     which shall be a fair market price,

     b)  upon receipt of the Offer of Transfer, the other Shareholders shall be
     entitled to purchase the Shares mentioned in the Offer of Transfer at a
     price and upon the conditions mentioned therein, proportionally to their
     then current shareholding in the Company, sending within 30 days after
     receiving the Offer of Transfer, a written declaration of exercising their
     right of first refusal.

     The other Shareholders, in proportion to their then current shareholding,
     may purchase shares with respect to which the right of first refusal has
     not been exercised. The Shareholder who would like to acquire the Shares
     not purchased by other Shareholders should specify this intention in a
     written declaration of acceptance.

     c)  if the Shareholders do not exercise their right of first refusal within
     the time-limit specified in point b) above, and with the reservation of
     requirements defined in Articles 7.1 and 7.2 above, the Transferring
     Shareholder shall be granted the Supervisory Board approval for the
     transfer of the Shares to a third party after that party has fulfilled the
     requirements and at the price quoted in the Offer of Transfer, and also
     after the transferee has undertaken to adhere to all provisions of this
     Formation Deed and executed in writing a certificate confirming the
     acceptance by the transferee of all obligations undertaken by the
     Transferring Shareholder in relation to the Company.

                                   Article 8
                                   Redemption

1. The Shareholders' Meeting may pass a resolution on the redemption of shares
on the conditions defined by the law or this Formation Deed. Shares can be
redeemed out of the net earnings or by a share capital reduction.

2. The value of shares to be paid to a Shareholder in case of redemption shall
be:

     (i) such Shareholder's proportional share in the net asset value of the
     Company (assets minus liabilities, and in particular any loans granted by
     any of the Shareholders, but not including the share capital and any
     retained profit or loss) as determined in the audited financial statement
     of the Company for the last fiscal year plus

_______________________
(7)  In Article 7, point 2, letter "d", after the words "does not affect", the
     word "materially" was deleted by virtue of the Resolution referred to in
     annotation 5.

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     (ii) all of such Shareholder's capital contributions made after the date of
     such financial statement and not reflected therein.

                                   Article 9
                             Decision-making Bodies

The decision-making bodies of the Company are:

     a) the Shareholders' Meeting,

     b) the Supervisory Board,

     c) the Management Board.

                                   Article 10
                             Shareholders' Meeting

1. The Shareholders' Meeting can be ordinary or extraordinary. The Ordinary
Shareholders' Meeting shall take place annually before the end of June of each
year.

2. An Extraordinary Shareholders' Meeting may be called at any time
(deleted)(8) upon the request, executed in writing, of the Shareholders holding
1/10 (one tenth) or more of the share capital of the Company or upon the
request of the Supervisory Board.

3. The notices of any Shareholders' Meetings should be given two weeks in
advance by facsimile transmission confirmed by a registered letter, provided
that the facsimile message has been received by all Shareholders and the
registered letter has been mailed at least two weeks prior to the date
scheduled for the Meeting. Unless otherwise provided in Article 223 of the
Polish Commercial Code or any other applicable law, the resolutions may be
adopted by the Shareholders in writing if all Shareholders express their
consent to this procedure.

4. At the Shareholders' Meeting each share shall represent the right to one
vote. The Shareholders' Meeting shall pass any resolutions, including the
resolutions on any amendments to this Formation Deed, with a 70% majority of
the share capital of the Company regardless of the number of shares represented
at the Meeting.

No Resolution of the Shareholders' Meeting may validly be adopted unless all
Shareholders holding more than 20% of the shares in the share capital of the
Company have voted in favour of adopting such a resolution.

5. The Shareholders may attend the Shareholders' Meeting in person or they may
be represented by proxies who shall prove their authority by a written power of
attorney to be presented at the Shareholders' Meeting.

                                   Article 11
                 Responsibilities of the Shareholders' Meeting

1. The Shareholders' Meeting shall have the following responsibilities:

     a) to review and approve the reports by the Management Board and the
     Supervisory Board, as well as the year-end balance sheet and the profit and
     loss statement for the previous fiscal year;

____________________
(8) In Article 10, point 2, the words "by the Management Board on its own
initiative or" were deleted by virtue of the Resolution referred to in
annotation 5.

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     b)   to exonerate the Members of the Management Board and the Members of
     the Supervisory Board and to decide on the remuneration of the Supervisory
     Board Members;

     c)   to decide on lodging by the Company of any claims against the
     Shareholders, Members of the Supervisory Board or Members of the Management
     Board, in particular the claims for redressing any injury inflicted in
     the course of (i) formation of the Company or (ii) discharging the
     management functions of exercising supervision;

     d)   to resolve to distribute any profits or to cover any losses of the
     Company;

     e)   to resolve to increase or decrease the share capital of the Company;

     f)   to amend the Formation Deed of a Limited Liability Company;

     g)   to take decisions on the sale or lease of the enterprise or on the
     granting of the right of use thereof (Article 221, item 3 of the Polish
     Commercial Code);

     h)   to dissolve and liquidate the Company;

     j)   to take decisions on all matters which fall within the competence of
     the Shareholders' Meeting under this Formation Deed or which are defined as
     falling within the competence of the Shareholders' Meeting under the
     binding Polish law, and in particular under the Polish Commercial Code.

2.   The sale or purchase of real property (Article 221. item 4 of the
Polish Commercial Code) shall not require the approval of the Shareholders'
Meeting.

                                   Article 12
                               Supervisory Board

1.   The Supervisory Board consists of at least nine Members. Each Shareholder
holding more than 20% of the shares in the share capital of the Company shall
appoint and also dismiss two Members of the Supervisory Board.

Each Shareholder holding more than 40% of the shares in the share capital of
the Company shall appoint and dismiss four Members of the Supervisory Board.

The other Members shall be appointed by the Shareholders' Meeting.

2.   The Shareholders' Meeting may revoke the appointment of any Member of the
Supervisory Board at any time without giving the reasons. The recalling of a
Member of the Supervisory Board appointed by the Shareholders' Meeting shall
require a simple majority of all votes.

3.   The majority of the Supervisory Board Members shall be required to be
Polish citizens domiciled in Poland in compliance with the requirements of the
Polish Communications Law ("Polish Citizen"). Any Shareholder holding more than
20% of the shares who does not qualify, however, as a Polish Party (as defined
in Article 21.4 hereof) shall have the right to appoint Members of the
Supervisory Board from among persons who are not Polish Citizens. The
Supervisory Board shall elect its Chairman who shall be a Polish Citizen, as
well as any Deputies and the Secretary of the Supervisory Board.

4.   The Supervisory Board resolutions shall be valid only if at least one
Member of the Board appointed by each of the Shareholders holding at least 20%
of the shares in the share capital participate in the Meeting. The Supervisory
Board resolutions

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shall be adopted by a simple majority of votes unless the Supervisory Board
Internal Rules of Procedure as adopted by the Shareholders' Meeting provide
otherwise. In case a resolution requires a simple majority of votes and there
is an equal number of votes in favour of and against such a resolution, the
Chairman's vote shall be decisive.

5.   The Shareholders' Meeting shall adopt the Supervisory Board Internal Rules
of Procedure specifying in particular the voting requirements, the quorum
indispensable to pass the Supervisory Board resolutions and other procedural
issues regarding the Meetings of the Supervisory Board.

To the extent permissible under Polish law, the Supervisory Board Internal
Rules of Procedure may provide that certain functions may be delegated to
committees composed of Members of the Supervisory Board.

6.   The first Supervisory Board was appointed by the founding Shareholders in
the following composition:

Andrzej Skowronski
Emilan Bryk
Matthias Wener
Horst Joachim Grieme
Klaus Engelen
Gunter Heinz Pfeiffer
Plotr Mroczkowski
Andrzej Wojcik
Jan Waga

                                   Article 13
                   Responsibilities of the Supervisory Board

1.   The Supervisory Board shall have the following responsibilities:

     a)   to supervise actively the Company's business:

     b)   to approve the annual business plan, the five-year business plan and
     the annual budget;

     c)   to appoint and recall the Members of the Company Management Board,
     determine the compensation for the Members of the Company Management Board;

     d)   to give its consent to or approve the transactions and actions which
     under the Management Board Internal Rules of Procedure require the consent
     or approval of the Supervisory Board;

     e)   to review the annual report of the Management Board, the year-end
     balance sheet and the annual profit and loss statement, as well as any
     proposals of the Management Board regarding the distribution of profits or
     the covering of losses, and also to express in writing its position on all
     the above-mentioned issues to be considered at the annual Ordinary
     Shareholders' Meeting;

     f)   to appoint the auditors of the Company;

     g)   with the exception of matters assigned to the sole competence of the
     Shareholders' Meeting under the provisions of the Commercial Code, any
     other matters that the Shareholders' Meeting shall delegate to the
     competence of the Supervisory Board under the Supervisory Board Internal
     Rules of Procedure or otherwise, as well as all other matters which this
     Formation Deed assigns to the Supervisory Board.

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2.   The exercising of the right to individual supervision by any Member of the
Supervisory Board (Article 212 Section 4 of the Commercial Code) and the right
to individual control of the Company by a Shareholder (Article 206 Section 3 of
the Commercial Code) shall be hereby excluded.

                                   Article 14
                      Composition of the Management Board

1.   The composition of the Management Board shall be multipersonal. The
majority of the Management Board Members shall be Polish Citizens.

2.   The Management Board shall be appointed and dismissed by the Supervisory
Board, with the exception of the first Management Board, which shall be
appointed by the Shareholders in the following composition;

Director General: Tadeusz Miroslaw Kubiak
Director of Finance: Leszek Jozef Honek
Director of Network Operations: Bruno Jacobfeuerborn
Director of Strategy, Marketing and Sales: Paul Wolters
Director of Administration: Jan Stanislaw Kurbiel

3.   The Supervisory Board shall adopt the Management Board Internal Rules of
Procedure.

4.   The Company shall be represented by two Members of the Management Board
acting jointly in the following way:

     The Director General shall be authorized to represent the Company only
jointly with the Director of Strategy, Marketing and Sales, or jointly with the
Director of Network Operations;

     The Director of Finance shall be authorized to represent the Company only
jointly with the Director of Strategy, Marketing and Sales, or jointly with the
director of Network Operations;

     The Director of Administration shall be authorized to represent the Company
only jointly with the Director of Strategy, Marketing and Sales, or jointly with
the Director of Network Operations;

     The Director of Strategy, Marketing and Sales shall be authorized to
represent the Company only jointly with the Director General, or jointly with
the Director of Finance, or jointly with the Director of Administration;

     The Director of Network Operations shall be authorized to represent the
Company only jointly with the Director General, or jointly with the Director of
Finance or jointly with the Director of Administration.

                                   Article 15
                    Responsibilities of the Management Board

The function and the responsibility of the Management Board shall be to manage
all aspects of the Company with the exception of matters reserved for the
competence of the Supervisory Board or the Shareholders' Meeting.




                                       8
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                                   Article 16
                            Distribution of Profits

The Shareholders' Meeting may resolve that the profit earned by the Company in a
given business year should be retained, party or totally, for the purposes of
the Company, or it may resolve to distribute the profits among the Shareholders.
In case the Company profit is distributed, the Shareholders shall be entitled to
a part of that profit in proportion to the shares held by them.

                                   Article 17
                            Accounting Business Year

Accounting and reporting of the Company shall comply with the binding
provisions of the Polish law. A business year shall be a calendar year. The
first business year ends on 31 December 1996.

                                   Article 18
                                  Liquidation

1.   In the case of the Company being liquidated, the Shareholders' Meeting
shall appoint one or more liquidators.

2.   The books and documents of the liquidated Company shall be given for
custody to a person appointed by the registration court.

                                   Article 19
                            Covenant not to Compete

1.   Unless expressly approved by the Supervisory Board which approval shall not
unreasonably be withheld, no Shareholder shall:

     (i)  compete directly or indirectly with the Company in:

          a)   providing cellular telecommunications services in Poland on the
               basis of the GSM standard (including DCS 1800 and similar
               technology) or

          b)   bidding for a license to provide such services nor

     (ii) support competing activities of third parties in providing GSM
          services in a way other than in the ordinary course of business of
          such a Shareholder, at the time the Company is registered in the
          Commercial Register.

          The Shareholders acknowledge that each of them retains the right to
          provide non-GSM telecommunications services in Poland and all types of
          telecommunications services outside of Poland. This clause shall not
          prevent the Company or the Shareholders as a whole from cooperating in
          any form with another group of contenders for the license.

2.   Each of the Shareholders assures that it is not a party to any agreement
nor does it maintain cooperation with third parties in connection with the
planning or management of a GSM network in Poland.

3.   Upon the transfer of any shares by any of the Shareholders and/or the
withdrawal of any Shareholder from the Company, this Covenant not to Compete
shall continue





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to apply for a period of five years from the time the transfer of shares
or withdrawal from the Company became effective.

4.   If the Company does not receive a GSM License, the provisions of the
Article 19 shall terminate.

                                   Article 20
                                Confidentiality

1.   Each Shareholder shall hold in strict confidence technological, financial,
commercial and other information it has received from other Shareholders or
the Company and shall undertake all indispensable measures to protect such
information from disclosure to third parties. The following information shall
not be considered confidential for the purposes of this Formation Deed if:

     a)   at the time of transfer thereof, such information is already in the
possession of the receiving Shareholder free from any obligation of
confidentiality;

     b)   such information is in the public domain or later becomes part of the
public domain without any fault of one or more of the Shareholders;

     c)   such information was obtained without any obligation of
confidentiality from a third party owing no duty to the Shareholders or the
Company to keep this information confidential.

2.   All information relating to the Company and its activities shall be
treated as confidential unless it is obvious from the circumstances that such
information is not of a confidential nature.

3.   Nothing in this Article shall prevent any of the Shareholders from
disclosing confidential information if and to the extent it is required by the
Polish law or the laws of other countries that such information be disclosed.
The above notwithstanding, any Shareholder required to disclose confidential
information shall inform the other Shareholders and, if possible, coordinate
any such disclosure with the Company. Any Shareholder required to disclose
confidential information to another person shall take all reasonable steps to
ensure that such information is protected from further disclosure, including
the use of all the available measures provided for by the law.

4.   The provisions of this Article shall apply mutatis mutandis to the Company
and the information it shall receive from the Shareholders.

                                   Article 21
                                 Miscellaneous

1.   The costs of this Formation Deed and other fees connected with entering
the Company in the Commercial Register shall be borne by the Shareholders in
proportion to their share in the share capital.

2.   Should  any disputes arise on the basis of this Formation Deed or in
connection therewith, such disputes shall be settled, if possible, through
negotiations between the Shareholders.

Should such negotiations fail and unless the Shareholders otherwise agree, all
disputes (deleted)(9) between Shareholders and between them and the Company
under this Formation Deed or in connection with other agreements related to
this Deed


_________________

(9)  In Article 21, point 2, in the second sentence, the words "In relation to
     property" were deleted by virtue of the Resolution referred to in
     annotation 5.





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<PAGE>   11
shall be decided finally and conclusively by the Arbitration Court at the
Bundeskammer der gewerblichen Wirtschaft in Vienna, in a bench composed of
three arbitrators in accordance with the Rules of the said Court.

The presiding arbitrator (umpire) in any such arbitration shall not be a
citizen of the United States, Great Britain, Germany or Poland.
(deleted)(10)

3. The official language of the Company for documents and communication shall be
Polish; for unofficial purposes foreign languages may be used.

4. Elektrim S.A., Kulczyk Holding S.A., Elektrim -- AUTOINVEST S.A., Bank
Rozwoju Eksportu S.A., Towarzystwo Ubezpieczen i Reasekuracji WARTA S.A. and
CARCOM WARSZAWA Sp. z o.o. hereby represent and warrant that each of them
qualifies, within the meaning of the telecommunications laws, as a Polish legal
entity which does not qualify as a foreign company within the meaning of
Article 3 and 7 of the Law on Companies with Foreign Participation dated 14
June 1991 with subsequent amendments ("Polish Party").(11)

5. Elektrim S.A. Kulczyk Holding S.A., Elektrim -- AUTOINVEST S.A., Bank
Rozwoju Eksportu S.A., Towarzystwo Ubezpieczen i Reasekuracji WARTA S.A. and
CARCOM WARSZAWA Sp. z o.o. commit themselves to take all the measures
permissible under the provisions of the law to ensure that each of them
continues to qualify as a Polish Party for as long as Polish
telecommunications laws or the terms of the License so require.(12)





_______________________

(10) In Article 21, point 2, the last sentence was deleted by virtue of the
     Resolution referred to in annotation 5.
(11) Article 21, point 4 in the wording specified by virtue of Resolution No.
     6/2/98 of the Ordinary Meeting of Shareholders concerning the amendments to
     the Company Formation Deed with respect to the tenor of Article 21, point 4
     and Article 21, point 5 dated 3 June 1998
(12) Article 21, point 5 in the wording specified by virtue of the Resolution
     referred to in annotation 11

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