Exhibit 2.1

                                                       EXECUTION COPY
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             AGREEMENT AND PLAN OF REORGANIZATION AND CONTRIBUTION




                                 by and among




                              TELECORP PCS, INC.,




                                 TRITEL, INC.




                                      and




                         AT&T WIRELESS SERVICES, INC.




                         Dated as of February 28, 2000




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                               TABLE OF CONTENTS

                                                                        Page



                                   ARTICLE I

                       THE MERGERS AND THE CONTRIBUTION

1.1    The Mergers..........................................................3
1.2    Effective Time.......................................................3
1.3    Effect of the Mergers................................................4
1.4    Certificates of Incorporation and By-laws of TeleCorp II and
       Tritel II............................................................4
1.5    Directors and Officers...............................................5
1.6    Conversion of Capital Stock, Etc.....................................5
1.7    Cancellation of Treasury Shares.....................................11
1.8    Stock Options.......................................................12
1.9    Capital Stock of the Merger Subs....................................14
1.10   Adjustments to Exchange Ratios......................................14
1.11   Fractional Shares...................................................15
1.12   Surrender of Certificates...........................................16
1.13   Further Ownership Rights in Shares..................................19
1.14   Contribution........................................................20
1.15   Closing.............................................................24
1.16   Lost, Stolen or Destroyed Certificates..............................24
1.17   Tax Consequences....................................................25


                                  ARTICLE II

               STRUCTURE OF HOLDING COMPANY AND RELATED MATTERS

2.1    Organization of the Holding Company.................................25
2.2    Board of Directors of the Holding Company...........................26
2.3    Officers of the Holding Company.....................................27
2.4    Indemnification and Insurance.......................................27
2.5    Headquarters of the Holding Company.................................29
2.6    Merger Subs Organization............................................29


                                  ARTICLE III

                  REPRESENTATIONS AND WARRANTIES OF TELECORP

3.1    Organization and Qualification; Subsidiaries........................31
3.2    Certificate of Incorporation; By-laws...............................32
3.3    Capitalization......................................................32
3.4    Authority; Enforceability...........................................35
3.5    Required Vote.......................................................36
3.6    No Conflict; Required Filings and Consents..........................36
3.7    Material Agreements.................................................38
3.8    Compliance..........................................................39
3.9    SEC Filings; Financial Statements...................................40
3.10   Licenses and Authorizations.........................................41
3.11   No Violation of Law.................................................43
3.12   Absence of Certain Changes or Events................................44
3.13   No Undisclosed Liabilities..........................................45
3.14   Absence of Litigation...............................................45
3.15   Employee Benefit Plans..............................................45
3.16   Employment and Labor Matters........................................49
3.17   Registration Statement; Proxy Statement/Prospectus..................49
3.18   Absence of Restrictions on Business Activities......................51
3.19   Title to Assets; Leases.............................................51
3.20   Taxes...............................................................51
3.21   Environmental Matters...............................................54
3.22   Intellectual Property...............................................56
3.23   No Restrictions on the Merger; Takeover Statutes....................57
3.24   Tax Matters.........................................................57
3.25   Brokers.............................................................57
3.26   Opinion of Financial Advisor........................................58


                                  ARTICLE IV

                   REPRESENTATIONS AND WARRANTIES OF TRITEL

4.1    Organization and Qualification; Subsidiaries........................59
4.2    Certificate of Incorporation; By-laws...............................60
4.3    Capitalization......................................................60
4.4    Authority; Enforceability...........................................63
4.5    Required Vote.......................................................64
4.6    No Conflict; Required Filings and Consents..........................64
4.7    Material Agreements.................................................65
4.8    Compliance..........................................................67
4.9    SEC Filings; Financial Statements...................................67
4.10   Licenses and Authorizations.........................................68
4.11   No Violation of Law.................................................70
4.12   Absence of Certain Changes or Events................................71
4.13   No Undisclosed Liabilities..........................................72
4.14   Absence of Litigation...............................................72
4.15   Employee Benefit Plans..............................................72
4.16   Employment and Labor Matters........................................76
4.17   Registration Statement; Proxy Statement/Prospectus..................76
4.18   Absence of Restrictions on Business Activities......................77
4.19   Title to Assets; Leases.............................................77
4.20   Taxes...............................................................78
4.21   Environmental Matters...............................................80
4.22   Intellectual Property...............................................81
4.23   No Restrictions on the Merger; Takeover Statutes....................82
4.24   Tax Matters.........................................................83
4.25   Brokers.............................................................83
4.26   Opinion of Financial Advisor........................................83


                                   ARTICLE V

                    REPRESENTATIONS AND WARRANTIES OF AT&T

5.1    Authority; Enforceability...........................................84
5.2    No Conflict; Required Filings and Consents..........................84
5.3    Tax Matters.........................................................85
5.4    Brokers.............................................................86
5.5    Registration Statement; Proxy Statement/Prospectus..................86
5.6    Waiver..............................................................86
5.7    Investment Experience...............................................87
5.8    Investment Intent...................................................87
5.9    Registration or Exemption Requirements..............................88


                                  ARTICLE VI

                             ADDITIONAL AGREEMENTS

6.1    Access to Information; Confidentiality..............................88
6.2    Conduct of Business Pending the Closing Date........................90
6.3    Registration Statement; Other Filings; Board Recommendations.......100
6.4    Meeting of Company Stockholders....................................102
6.5    Non-Solicitation...................................................104
6.6    Subsequent Financial Statements....................................107
6.7    Nasdaq National Market Listing.....................................108
6.8    Comfort Letters....................................................108
6.9    Further Actions....................................................108
6.10   Notification.......................................................111
6.11   Notice of Breaches; Updates........................................111
6.12   No Inconsistent Action.............................................112
6.13   Commercially Reasonable Efforts....................................112
6.14   Affiliates.........................................................112
6.15   Blue Sky...........................................................113
6.16   Tax-Free Exchange..................................................113
6.17   AT&T Actions.......................................................113
6.18   Transition Committee...............................................114
6.19   Employee Benefit Matters...........................................114
6.20   Novation of Affiliation Agreements.................................115
6.21   Indemnity for Indus and Airadigm Liabilities.......................115


                                  ARTICLE VII

                              CLOSING CONDITIONS

7.1    Conditions to Obligations of TeleCorp and Tritel to Effect
       the Mergers........................................................116
7.2    Additional Conditions to Obligations of TeleCorp...................119
7.3    Additional Conditions to the Obligations of Tritel.................120
7.4    Conditions to Obligations of the Holding Company to Issue
       the Shares.........................................................121
7.5    Conditions to Obligations of AT&T to Effect the Contribution.......123


                                 ARTICLE VIII

                                  TERMINATION

8.1    General...........................................................125
8.2    Obligations in Event of Termination...............................127
8.3    Termination of Contribution.......................................127
8.4    Obligations in Event of Termination of Contribution...............128


                                  ARTICLE IX

                                  NO SURVIVAL

9.1    No Survival of Representations and Warranties.....................128


                                   ARTICLE X

                                 MISCELLANEOUS

10.1   Public Announcements..............................................129
10.2   Fees and Expenses.................................................129
10.3   Notices...........................................................130
10.4   Certain Definitions...............................................132
10.5   Interpretation....................................................134
10.6   Entire Agreement..................................................135
10.7   Binding Effect; Benefit...........................................135
10.8   Assignability.....................................................135
10.9   Amendment; Waiver.................................................135
10.10  Section Headings; Table of Contents...............................136
10.11  Severability......................................................136
10.12  Counterparts......................................................136
10.13  GOVERNING LAW; JURISDICTION AND SERVICE OF PROCESS................136



EXHIBITS

EXHIBIT A        -    Voting Agreement

EXHIBIT B-1      -    Form of Certificate of Merger

EXHIBIT B-2      -    Form of Certificate of Merger

EXHIBIT C-1      -    Certificate of Incorporation of TeleCorp II

EXHIBIT C-2      -    Certificate of Incorporation of Tritel II

EXHIBIT D-1      -    License Extension Amendment

EXHIBIT D-2      -    Airadigm Letter of Intent

EXHIBIT E        -    Intentionally Omitted

EXHIBIT F        -    Plan of Reorganization

EXHIBIT G-1      -    Indus Assignment

EXHIBIT G-2      -    Indus Merger Agreement

EXHIBIT H        -    Form of the Holding Company Certificate of Incorporation

EXHIBIT I        -    Form of the Holding Company By-laws

EXHIBIT J        -    Affiliate Agreement

EXHIBIT I-1      -    TeleCorp PCS, Inc. Tax Representations

EXHIBIT I-2      -    Tritel, Inc. Tax Representations

EXHIBIT I-3      -    The Holding Company Tax Representations Regarding
                      TeleCorp Merger

EXHIBIT I-4      -    The Holding Company Tax Representations Regarding
                      Tritel Merger

EXHIBIT I-5      -    AT&T Tax Representations

EXHIBIT J-1      -    Mounger Employment Agreement

EXHIBIT J-2      -    Martin Employment Agreement

EXHIBIT K-1           New Network Membership License Agreement

EXHIBIT K-2           New Intercarrier Roamer Service Agreement

EXHIBIT K-3           New Roaming Administration Agreement



SCHEDULES

SCHEDULE A       -    Directors and Officers of TeleCorp II, Tritel II and
                      the Holding Company

SCHEDULE B       -    Certain Actions Pending the Closing Date

SCHEDULE 1.8     -    Tritel Restricted Stock Agreements

SCHEDULE 3.3(b)  -    The TeleCorp Options

SCHEDULE 3.10(c) -    TeleCorp Authorizations

SCHEDULE 4.3(b)  -    The Tritel Options

SCHEDULE 3.10(c) -    Tritel Authorizations

SCHEDULE 6.2(a)  -    TeleCorp's Conduct of Business Pending the Closing Date

SCHEDULE 6.2(b)  -    Tritel's Conduct of Business Pending the Closing Date

SCHEDULE 6.9     -   Aggregate out-of-pocket costs to obtain consents

SCHEDULE 6.14    -   All persons who are, or may be, as of the date
                     hereof "affiliates" of TeleCorp and Tritel





             AGREEMENT AND PLAN OF REORGANIZATION AND CONTRIBUTION

                  AGREEMENT AND PLAN OF REORGANIZATION AND CONTRIBUTION (this
"Agreement"), dated as of February 28, 2000, by and among TeleCorp PCS, Inc.,
a Delaware corporation ("TeleCorp"), Tritel, Inc., a Delaware corporation
("Tritel") and AT&T Wireless Services, Inc., a Delaware corporation ("AT&T").


                                  WITNESSETH:

                  WHEREAS, the respective Boards of Directors of TeleCorp and
Tritel have each determined to engage in the transactions contemplated by this
Agreement. This Agreement provides for (A) the organization under the General
Corporation Law of the State of Delaware (the "DGCL") of a new holding company
(the "Holding Company"), which will become the parent and sole stockholder of
both TeleCorp and Tritel pursuant to (i) the conversion of all outstanding
shares of capital stock of TeleCorp into shares of capital stock of the
Holding Company by means of a merger (the "First Merger") of a wholly owned
subsidiary of the Holding Company, to be organized under the DGCL (the "First
Merger Sub"), into and with TeleCorp, with TeleCorp as the surviving
corporation, and (ii) the conversion of all outstanding shares of capital
stock of Tritel into shares of capital stock of the Holding Company by means
of a merger (the "Second Merger" and, together with the First Merger, the
"Mergers") of a wholly owned subsidiary of the Holding Company, to be
organized under the DGCL (the "Second Merger Sub" and, together with the First
Merger Sub, the "Merger Subs"), with and into Tritel, with Tritel as the
surviving corporation and (B) as part of the transaction, AT&T shall
contribute or cause to be contributed certain property to the Holding Company
in consideration of the issuance to AT&T (or its Affiliates) of 9,272,740
shares (the "Shares") of Class A Voting Stock (as defined below) (the
"Contribution"). The Mergers shall be effected simultaneously in accordance
with the DGCL and it is intended that the Contribution shall occur
simultaneously with the Mergers. As a result of the Mergers, the stockholders
of TeleCorp and the stockholders of Tritel shall become stockholders of the
Holding Company, and TeleCorp and Tritel shall continue to conduct their
respective businesses and operations as wholly owned subsidiaries of the
Holding Company;

                  WHEREAS, as a condition to the willingness of, and an
inducement to, TeleCorp, Tritel and AT&T to enter into this Agreement,
contemporaneously with the execution and delivery of this Agreement, certain
holders of shares of capital stock of TeleCorp and Tritel are entering into
simultaneously hereafter agreements dated as of the date hereof and effective
as of the Effective Time (as defined below) providing for certain actions
relating to the transactions contemplated by this Agreement and the further
governance of the Holding Company;

                  WHEREAS, as an inducement to and a condition to Tritel
entering into this Agreement, certain stockholders of TeleCorp are entering
into simultaneously herewith a Voting Agreement relating to the agreement of
such stockholders to vote to approve the transactions contemplated by this
Agreement (the "TeleCorp Voting Agreement"), in the form of Exhibit A;

                  WHEREAS, as an inducement to and a condition to TeleCorp
entering into this Agreement, certain stockholders of Tritel are entering into
simultaneously herewith a Voting Agreement relating to the agreement of such
stockholders to vote to approve the transactions contemplated by this
Agreement (the "Tritel Voting Agreement") in the form of Exhibit A; and

                  WHEREAS, for Federal income tax purposes, it is intended
that the Mergers and the Contribution, taken together, will qualify as a
tax-free transaction within the meaning of Section 351 of the Internal Revenue
Code of 1986, as amended (the "Code"), that the Mergers will each qualify as a
tax-free reorganization under Section 368(a) of the Code, that the
stockholders of TeleCorp and Tritel will recognize no gain or loss for Federal
income tax purposes as a result of the consummation of the Mergers and AT&T
will recognize no gain or loss for Federal income tax purposes as a result of
consummation of the Contribution.

                  NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto,
intending to be legally bound, agree as follows:

                                  ARTICLE I

                       THE MERGERS AND THE CONTRIBUTION

                  1.1 The Mergers. At the Effective Time (as defined in
Section 1.2) and subject to the terms and conditions of this Agreement, and in
accordance with the DGCL, the First Merger Sub shall be merged with and into
TeleCorp, with TeleCorp as the surviving corporation, and the Second Merger
Sub shall be merged with and into Tritel, with Tritel as the surviving
corporation. From and after the Effective Time, the separate corporate
existences of the First Merger Sub and the Second Merger Sub shall cease and
TeleCorp, as the surviving corporation in the First Merger, and Tritel, as the
surviving corporation in the Second Merger, shall continue their respective
existence under the laws of the State of Delaware as wholly owned subsidiaries
of the Holding Company. TeleCorp, as the surviving corporation after the First
Merger, is hereinafter sometimes referred to as "TeleCorp II" and Tritel, as
the surviving corporation after the Second Merger, is hereinafter sometimes
referred to as "Tritel II."

                  1.2 Effective Time. As promptly as practicable after the
satisfaction or, to the extent permitted hereunder, waiver of the conditions
set forth in Article VII, but in no event prior to the Closing (as defined
below), TeleCorp and Tritel shall cause the Mergers to be consummated by
simultaneously filing two certificates of merger (the "Certificates of
Merger") with the Secretary of State of the State of Delaware, in
substantially the form of Exhibits B-1 and B-2 attached hereto, respectively,
and executed in accordance with the relevant provisions of the DGCL (the date
and time of such filing, or such later date and time as may be specified in
the Certificates of Merger, being the "Effective Time").

                  1.3 Effect of the Mergers. At the Effective Time, the effect
of the Mergers shall be as provided in the applicable provisions of the DGCL
and the applicable Certificate of Merger. Without limiting the generality of
the foregoing, and subject thereto, at the Effective Time (i) all the assets,
property, rights, privileges, immunities, powers and franchises of TeleCorp
and the First Merger Sub shall vest in TeleCorp II, and all debts, liabilities
and duties of TeleCorp and the First Merger Sub shall become the debts,
liabilities and duties of TeleCorp II, and (ii) all the assets, property,
rights, privileges, immunities, powers and franchises of Tritel and the Second
Merger Sub shall vest in Tritel II, and all debts, liabilities and duties of
Tritel and the Second Merger Sub shall become the debts, liabilities and
duties of Tritel II.

                  1.4 Certificates of Incorporation and By-laws of TeleCorp II
and Tritel II.

                  (a) At the Effective Time and without further action on the
part of any party, the Certificate of Incorporation of TeleCorp II shall be
amended to read in its entirety as set forth in Exhibit C-1 attached hereto,
and the By-laws of the First Merger Sub shall be the By-laws of TeleCorp II
until thereafter amended as provided by the DGCL.

                  (b) At the Effective Time and without further action on the
part of any party, the Certificate of Incorporation of Tritel II shall be
amended to read in its entirety as set forth in Exhibit C-2 attached hereto,
and the By-laws of the Second Merger Sub shall be the By-laws of Tritel II
until thereafter amended as provided by the DGCL.

                  1.5 Directors and Officers.

                  (a) The directors and officers of TeleCorp II immediately
following the Effective Time, each to hold office in accordance with the
Certificate of Incorporation and the By-laws of TeleCorp II until their
respective successors are duly elected or appointed and qualified or until
their earlier death, resignation or removal in accordance with TeleCorp II's
Certificate of Incorporation and By-laws, shall be as set forth on Schedule A
hereto.

                  (b) The directors and officers of Tritel II immediately
following the Effective Time, each to hold office in accordance with the
Certificate of Incorporation and the By-laws of Tritel II until their
respective successors are duly elected or appointed and qualified or until
their earlier death, resignation or removal in accordance with Tritel II's
Certificate of Incorporation and By-laws, shall be as set forth on Schedule A
hereto.

                  1.6 Conversion of Capital Stock, Etc. Subject to the
provisions of this Article I, at the Effective Time, by virtue of the First
Merger or the Second Merger, as applicable, and without any action on the part
of any party:

                  (a) With respect to each share of Common Stock, par value
$0.01 per share, of TeleCorp ("TeleCorp Common Stock"):

                  (i) each share of TeleCorp Class A Voting Common Stock, par
          value $0.01 per share, issued and outstanding immediately prior to
          the Effective Time (other than any shares to be canceled pursuant to
          Section 1.7) shall be converted automatically into and become
          exchangeable for that number (expressed as a decimal) of fully paid
          and non-assessable shares of the Holding Company Class A Voting
          Common Stock, par value $0.01 per share ("Class A Voting Stock"),
          equal to the TeleCorp Exchange Ratio (as defined in subsection (e)
          below);

                  (ii) each share of TeleCorp Class B Non-Voting Common Stock,
          par value $0.01 per share, issued and outstanding immediately prior
          to the Effective Time (other than any shares to be canceled pursuant
          to Section 1.7) shall be converted automatically into and become
          exchangeable for that number (expressed as a decimal) of fully paid
          and non-assessable shares of the Holding Company Class A Voting
          Common Stock, par value $0.01 per share, equal to the TeleCorp
          Exchange Ratio;

                  (iii) each share of TeleCorp Class C Common Stock, par value
          $0.01 per share, issued and outstanding immediately prior to the
          Effective Time (other than any shares to be canceled pursuant to
          Section 1.7) shall be converted automatically into and become
          exchangeable for that number (expressed as a decimal) of fully paid
          and non-assessable shares of the Holding Company Class C Common
          Stock, par value $0.01 per share ("Class C Common Stock"), equal to
          the TeleCorp Exchange Ratio;

                  (iv) each share of TeleCorp Class D Common Stock, par value
          $0.01 per share, issued and outstanding immediately prior to the
          Effective Time (other than any shares to be canceled pursuant to
          Section 1.7) shall be converted automatically into and become
          exchangeable for that number (expressed as a decimal) of fully paid
          and non-assessable shares of the Holding Company Class D Common
          Stock, par value $0.01 per share ("Class D Common Stock"), equal to
          the TeleCorp Exchange Ratio; and

                  (v) each share of TeleCorp Voting Preference Common Stock,
          par value $0.01 per share, issued and outstanding immediately prior
          to the Effective Time (other than any shares to be canceled pursuant
          to Section 1.7) shall be converted automatically into and become
          exchangeable for that number (expressed as a decimal) of fully paid
          and non-assessable shares of the Holding Company Voting Preference
          Common Stock, par value $0.01 per share ("Voting Preference Stock"),
          equal to the TeleCorp Exchange Ratio.

                  (b) With respect to each share of Preferred Stock, par value
$0.01 per share, of TeleCorp ("TeleCorp Preferred Stock" and, together with
the TeleCorp Common Stock, "TeleCorp Capital Stock"):

                  (i) each share of TeleCorp Series A Preferred Stock, par
          value $0.01 per share, issued and outstanding immediately prior to
          the Effective Time (other than any shares to be canceled pursuant to
          Section 1.7) shall be converted automatically into and become
          exchangeable for that number (expressed as a decimal) of fully paid
          and non-assessable shares of the Holding Company Series A Preferred
          Stock, par value $0.01 per share ("Series A Preferred Stock"), equal
          to the TeleCorp Exchange Ratio;

                  (ii) each share of TeleCorp Series C Preferred Stock, par
          value $0.01 per share, issued and outstanding immediately prior to
          the Effective Time (other than any shares to be canceled pursuant to
          Section 1.7) shall be converted automatically into and become
          exchangeable for that number (expressed as a decimal) of fully paid
          and non-assessable shares of the Holding Company Series C Preferred
          Stock, par value $0.01 per share ("Series C Preferred Stock"), equal
          to the TeleCorp Exchange Ratio;

                  (iii) each share of TeleCorp Series D Preferred Stock, par
          value $0.01 per share, issued and outstanding immediately prior to
          the Effective Time (other than any shares to be canceled pursuant to
          Section 1.7) shall be converted automatically into and become
          exchangeable for that number (expressed as a decimal) of fully paid
          and non-assessable shares of the Holding Company Series D Preferred
          Stock, par value $0.01 per share ("Series D Preferred Stock"), equal
          to the TeleCorp Exchange Ratio;

                  (iv) each share of TeleCorp Series E Preferred Stock, par
          value $0.01 per share, issued and outstanding immediately prior to
          the Effective Time (other than any shares to be canceled pursuant to
          Section 1.7) shall be converted automatically into and become
          exchangeable for that number (expressed as a decimal) of fully paid
          and non-assessable shares of the Holding Company Series E Preferred
          Stock, par value $0.01 per share ("Series E Preferred Stock"), equal
          to the TeleCorp Exchange Ratio; and

                  (v) each share of TeleCorp Series F Preferred Stock, par
          value $0.01 per share, issued and outstanding immediately prior to
          the Effective Time (other than any shares to be canceled pursuant to
          Section 1.7) shall be converted automatically into and become
          exchangeable for that number (expressed as a decimal) of fully paid
          and non-assessable shares of the Holding Company Series F Preferred
          Stock, par value $0.01 per share ("Series F Preferred Stock"), equal
          to the TeleCorp Exchange Ratio.

                  (c) With respect to each share of Common Stock, par value
$0.01 per share, of Tritel ("Tritel Common Stock"):

                  (i) each share of Tritel Class A Voting Common Stock, par
          value $0.01 per share, issued and outstanding immediately prior to
          the Effective Time (other than any shares to be canceled pursuant to
          Section 1.7) shall be converted automatically into and become
          exchangeable for that number (expressed as a decimal) of fully paid
          and non-assessable shares of Class A Voting Stock equal to the
          Tritel Exchange Ratio (as defined in subsection (e) below);

                  (ii) each share of Tritel Class B Non-Voting Common Stock,
          par value $0.01 per share, issued and outstanding immediately prior
          to the Effective Time (other than any shares to be canceled pursuant
          to Section 1.7) shall be converted automatically into and become
          exchangeable for that number (expressed as a decimal) of fully paid
          and non-assessable shares of Class A Voting Stock equal to the
          Tritel Exchange Ratio;

                  (iii) each share of Tritel Class C Common Stock, par value
          $0.01 per share, issued and outstanding immediately prior to the
          Effective Time (other than any shares to be canceled pursuant to
          Section 1.7) shall be converted automatically into and become
          exchangeable for that number (expressed as a decimal) of fully paid
          and non-assessable shares of the Holding Company Class E Common
          Stock, par value $0.01 per share ("Class E Common Stock"), equal to
          the Tritel Exchange Ratio multiplied by 0.01 and that number
          (expressed as a decimal) of fully paid and non-assessable shares of
          Class A Voting Stock equal to the Tritel Exchange Ratio multiplied
          by 0.99;

                  (iv) each share of Tritel Class D Common Stock, par value
          $0.01 per share, issued and outstanding immediately prior to the
          Effective Time (other than any shares to be canceled pursuant to
          Section 1.7) shall be converted automatically into and become
          exchangeable for that number (expressed as a decimal) of fully paid
          and non-assessable shares of the Holding Company Class F Common
          Stock, par value $0.01 per share ("Class F Common Stock"), equal to
          the Tritel Exchange Ratio multiplied by 0.01 and that number
          (expressed as a decimal) of fully paid and non-assessable shares of
          Class A Voting Stock equal to the Tritel Exchange Ratio multiplied
          by 0.99; and

                  (v) all Tritel Voting Preference Common Stock, par value
          $0.01 per share, issued and outstanding immediately prior to the
          Effective Time (other than any shares to be canceled pursuant to
          Section 1.7) shall be converted automatically into and become
          exchangeable for the right to receive an aggregate amount of
          $10,000,000 in immediately available funds to be paid at the
          Effective Time (which source of funds will come from Tritel and not
          from TeleCorp or the Holding Company); all shares of Tritel Voting
          Preference Common Stock owned by William M. Mounger, II shall be
          converted into three shares of Voting Preference Stock; Messers.
          Martin and Mounger own all the outstanding shares of Tritel Voting
          Preference Common Stock.

                  (d) With respect to each share of Preferred Stock, par value
$0.01 per share, of Tritel ("Tritel Preferred Stock" and, together with the
Tritel Common Stock, "Tritel Capital Stock"):

                  (i) each share of Tritel Series A Preferred Stock, par value
          $0.01 per share, issued and outstanding immediately prior to the
          Effective Time (other than any shares to be canceled pursuant to
          Section 1.7) shall be converted automatically into and become
          exchangeable for one fully paid and non-assessable share of the
          Holding Company Series B Preferred Stock, par value $0.01 per share
          ("Series B Preferred Stock");

                  (ii) each share of Tritel Series D Preferred Stock, par
          value $0.01 per share, issued and outstanding immediately prior to
          the Effective Time (other than any shares to be canceled pursuant to
          Section 1.7) shall be converted automatically into and become
          exchangeable for one fully paid and non-assessable share of the
          Holding Company Series G Preferred Stock, par value $0.01 per share
          ("Series G Preferred Stock").

                  (e) For purposes of this Agreement, the "TeleCorp Exchange
Ratio" shall initially be 1.00 and the "Tritel Exchange Ratio" shall initially
be 0.76, in each case subject to adjustment from time to time in accordance
with Section 1.10. The TeleCorp and Tritel Exchange Ratios are sometimes
referred to herein as the "Exchange Ratios".

                  (f) As of the Effective Time, all shares of TeleCorp Capital
Stock shall no longer be outstanding and shall automatically be deemed
canceled and shall cease to exist, and each holder of a certificate
representing any such shares shall cease to have any rights with respect
thereto, except the right to receive the applicable Holding Company Capital
Stock specified in Section 1.6(a) and (b) (the "TeleCorp Merger
Consideration") as the case may be, and any cash in lieu of fractional shares
to be issued or paid in consideration therefor upon surrender of such
certificate in accordance with Section 1.12 hereof without interest. For
purposes hereof, the term "Holding Company Common Stock" shall mean the Class
A Voting Stock, the Class C Common Stock, the Class D Common Stock, the Class
E Common Stock, the Class F Common Stock and the Voting Preference Stock; the
term "Holding Company Preferred Stock" shall mean the Series A Preferred
Stock, the Series B Preferred Stock, the Series C Preferred Stock, the Series
D Preferred Stock, the Series E Preferred Stock, the Series F Preferred Stock
and the Series G Preferred Stock; and the term "Holding Company Capital Stock"
shall mean the Holding Company Common Stock and the Holding Company Preferred
Stock, collectively.

                  (g) As of the Effective Time, all shares of Tritel Capital
Stock shall no longer be outstanding and shall automatically be redeemed and
canceled and shall cease to exist, and each holder of a certificate
representing any such shares shall cease to have any rights with respect
thereto, except the right to receive the applicable Holding Company Capital
Stock specified in Section 1.6(c) and (d) (the "Tritel Merger Consideration")
and any cash in lieu of fractional shares to be issued or paid in
consideration therefor upon surrender of such certificate in accordance with
Section 1.12 hereof without interest.

                  1.7 Cancellation of Treasury Shares.

                  (a) At the Effective Time, each share of TeleCorp Capital
Stock, if any, held in the treasury of TeleCorp shall be canceled and
extinguished without any conversion thereof and no consideration shall be
delivered in exchange therefor.

                  (b) At the Effective Time, each share of Tritel Capital
Stock held in the treasury of Tritel, shall be canceled and extinguished
without any conversion thereof and no consideration shall be delivered in
exchange therefor.

                  1.8 Stock Options.

                  (a) At the Effective Time, all options to purchase shares of
TeleCorp Common Stock then outstanding under the TeleCorp 1999 Stock Option
Plan (the "TeleCorp 1999 Plan"), by virtue of the First Merger and without any
action on the part of the holder thereof, shall no longer be options to
acquire TeleCorp Common Stock and shall become options to acquire Class A
Voting Stock with such terms as provided in Section 1.8(b). At the Effective
Time, all options to purchase shares of Tritel Common Stock then outstanding
under the Tritel Non-Employee Directors Stock Option Plan (the "Tritel
Directors Plan") and the Tritel 1999 Stock Option Plan (the "Tritel 1999
Plan," and with the TeleCorp Option Plans and Tritel Directors Plan, the
"Option Plans"), by virtue of the Second Merger and without any action on the
part of the holder thereof, shall no longer be options to acquire Tritel
Common Stock and shall become options to acquire Class A Voting Stock with
such terms as provided in Section 1.8(b). Outstanding options under the Option
Plans are referred to herein as "Outstanding Employee Options."

                  (b) Each such Outstanding Employee Option shall continue to
have, and be subject to, the same terms and conditions set forth in the
relevant Option Plan, option agreements thereunder and other relevant
documentation immediately prior to the Effective Time, except that such
Outstanding Employee Options will be exercisable solely for that number of
whole shares of Class A Voting Stock equal to the product of the number of
shares of TeleCorp or Tritel Common Stock, as the case may be, that were
purchasable under such Outstanding Employee Option immediately prior to the
Effective Time multiplied by the applicable Exchange Ratio, rounded down to
the nearest whole number of shares of the Holding Company Common Stock and the
per-share exercise price for the shares of Class A Voting Stock issuable upon
exercise of such assumed Outstanding Employee Options will be equal to the
quotient determined by dividing the exercise price per-share of TeleCorp or
Tritel Common Stock, as the case may be, at which such Outstanding Employee
Options were exercisable immediately prior to the Effective Time by the
relevant Exchange Ratio, and rounding the resulting exercise price up to the
nearest whole cent.

                  (c) The Holding Company shall reserve for issuance a
sufficient number of shares of Class A Voting Stock for delivery upon exercise
of Outstanding Employee Options. As soon as practicable after the Effective
Time, the Holding Company shall file a registration statement on Form S-8
under the Securities Act covering the shares of Class A Voting Stock issuable
upon the exercise of the Outstanding Employee Options assumed by the Holding
Company, and shall use its reasonable efforts to cause such registration
statement to become effective as soon thereafter as practicable and to
maintain such registration in effect until the exercise or expiration of such
assumed Outstanding Employee Options.

                  (d) TeleCorp and Tritel shall take all such steps as may be
required to cause consummation of the transactions contemplated by Section
1.8(a) and (b) and any other disposition of TeleCorp or Tritel equity
securities (including derivative securities) in connection with this Agreement
by each individual who (x) is a director or officer of TeleCorp or Tritel or
(y) at the Effective Time will be a director or officer of the Holding
Company, to be exempt under Rule 16b-3 promulgated under the Exchange Act (as
defined below), such steps to be taken in accordance with the No-Action Letter
dated January 12, 1999, issued by the SEC (as defined below) to Skadden, Arps,
Slate, Meagher & Flom LLP.

                  (e) At the Effective Time, the Holding Company shall assume
all of the obligations of TeleCorp under the TeleCorp 1998 Restricted Stock
Plan (the "TeleCorp Restricted Stock Plan") and of Tritel under the Tritel
Restricted Stock Agreements specified in Schedule 1.8.

                  1.9 Capital Stock of the Merger Subs.

                  (a) Each share of common stock, par value $0.01 per share,
of the First Merger Sub ("First Merger Sub Common Stock") issued and
outstanding immediately prior to the Effective Time shall be converted into
and exchanged for one validly issued, fully paid and non-assessable share of
common stock of TeleCorp II. Each stock certificate of First Merger Sub
evidencing ownership of any First Merger Sub Common Stock shall after the
Effective Time evidence ownership of such shares of capital stock of TeleCorp
II.

                  (b) Each share of common stock, par value $0.01 per share,
of the Second Merger Sub ("Second Merger Sub Common Stock") issued and
outstanding immediately prior to the Effective Time shall be converted into
and exchanged for one validly issued, fully paid and non-assessable share of
common stock of Tritel II. Each stock certificate of Second Merger Sub
evidencing ownership of any Second Merger Sub Common Stock shall, after the
Effective Time, evidence ownership of such shares of capital stock of Tritel
II.

                  1.10 Adjustments to Exchange Ratios. Without limiting any
other provision of this Agreement, the TeleCorp Exchange Ratio and the Tritel
Exchange Ratio shall each be adjusted, at any time and from time to time, to
fully reflect the effect of any stock split, reverse split, stock dividend
(including, without limitation, any stock dividend of securities convertible
into TeleCorp Capital Stock or Tritel Capital Stock, as the case may be),
reorganization, recapitalization or other like change with respect to TeleCorp
Capital Stock or Tritel Capital Stock occurring or with a record date after
the date hereof and prior to the Effective Time.

                  1.11 Fractional Shares.

                  (a) No fraction of a share of Class A Voting Stock shall be
issued, but in lieu thereof each holder of shares of TeleCorp Common Stock or
Tritel Common Stock, as the case may be, who would otherwise be entitled to a
fraction of a share of Class A Stock (after aggregating all fractional shares
of Class A Voting Stock to be received by such holder) shall receive from the
Exchange Agent (as defined below) in lieu of such fractional shares of Class A
Voting Stock, an amount of cash (rounded to the nearest whole cent and without
interest) representing such holder's proportionate interest, if any, in the
net proceeds from the sale by the Exchange Agent in one or more transactions
(which sale transactions shall be made at such times, in such manner and on
such terms as the Exchange Agent shall determine in its reasonable discretion)
on behalf of all such holders of the aggregate of the fractional shares of
Class A Voting Stock which would otherwise have been issued (the "Excess
Shares"). The sale of the Excess Shares by the Exchange Agent shall be
executed on the Nasdaq National Market System and shall be executed in round
lots to the extent practicable. Until the net proceeds of such sale or sales
have been distributed to the holders of TeleCorp Common Stock or Tritel Common
Stock, as applicable, the Exchange Agent will hold such proceeds in trust for
the holders of the applicable TeleCorp Common Stock and the Tritel Common
Stock. The Holding Company shall pay all commissions, transfer taxes and other
out-of-pocket transaction costs, including, without limitation, the expenses
and compensation of the Exchange Agent, incurred in connection with such sale
of the Excess Shares. The Holding Company may decide, at its option, exercised
prior to the Effective Time, in lieu of the issuance and sale of Excess Shares
and the making of the payments heretofore contemplated by Section 2.4 that the
Holding Company shall pay to the Exchange Agent an amount sufficient for the
Exchange Agent to pay each holder of TeleCorp Common Stock and Tritel Common
Stock the amount such holder would have received pursuant to the foregoing
assuming that the sales of Class A Stock were made at a price equal to the
average of the closing bid prices of the Class A Stock on the Nasdaq National
Market System, for the ten consecutive trading days immediately following the
Effective Time and, in such case, all references herein to the cash proceeds
of the sale of the Excess Shares and similar references shall be deemed to
mean and refer to the payments calculated as set forth in this sentence. In
such event, Excess Shares shall not be issued or otherwise transferred to the
Exchange Agent. As soon as practicable after the determination of the amount
of cash, if any, to be paid to holders of TeleCorp Common Stock or Tritel
Common Stock, as applicable, in lieu of any fractional shares of the
applicable TeleCorp Common Stock and the Tritel Common Stock, the Exchange
Agent shall make available such amounts to such holders of shares of the
applicable TeleCorp Common Stock and the Tritel Common Stock without interest.

                  (b) Fractions of a share of all classes and series of the
Holding Company Capital Stock, other than Class A Voting Stock, may be issued
in connection with the Mergers.

                  1.12 Surrender of Certificates.

                  (a) Exchange Agent. Prior to the Effective Time, the Holding
Company shall designate a bank or trust company to act as exchange agent (the
"Exchange Agent") in connection with the Mergers.

                  (b) The Holding Company to Provide Capital Stock. When and
as needed, the Holding Company shall make available to the Exchange Agent for
exchange in accordance with this Article I, through such reasonable procedures
as the Holding Company may adopt, sufficient shares of the Holding Company
Capital Stock to be exchanged pursuant to Section 1.6.

                  (c) Exchange Procedures. Promptly after the Effective Time,
the Holding Company shall cause to be mailed to each holder of record of a
certificate or certificates (the "Certificates") which immediately prior to
the Effective Time represented outstanding shares of TeleCorp Capital Stock
and Tritel Capital Stock whose shares were converted into the right to receive
shares of the Holding Company Capital Stock pursuant to Section 1.6, a letter
of transmittal (which shall specify that delivery shall be effected, and risk
of loss and title to the Certificates shall pass, only upon delivery of the
Certificates to the Exchange Agent and shall be in such form and have such
other provisions as the TeleCorp and/or Tritel may reasonably specify) and
instructions for use in effecting the surrender of the Certificates in
exchange for certificates representing shares of the Holding Company Capital
Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent,
together with such letter of transmittal, duly completed and validly executed
in accordance with the instructions thereto, the holder of such Certificate
shall be entitled to receive in exchange therefor a certificate representing
the number and type of shares of the Holding Company Capital Stock or, in the
case of Class A Voting Stock, payment in lieu of fractional shares which such
holder has the right to receive pursuant to Section 1.11, and the Certificate
so surrendered shall forthwith be canceled. Until so surrendered, each
outstanding Certificate that, prior to the Effective Time, represented shares
of TeleCorp Capital Stock or Tritel Capital Stock, as the case may be, shall
be deemed from and after the Effective Time, for all legal purposes, to
evidence only the right to receive the number of shares of the Holding Company
Capital Stock into which the holder of such shares of TeleCorp Capital Stock
or Tritel Capital Stock, as the case may be, is entitled and, in the case of
Class A Voting Stock, the right to receive an amount in cash in lieu of the
issuance of any fractional shares in accordance with Section 1.11. Any portion
of the shares of the Holding Company Capital Stock and cash deposited with the
Exchange Agent pursuant to Section 1.12(b) which remains undistributed to the
holders of Certificates representing shares of TeleCorp Capital Stock or
Tritel Capital Stock, as the case may be, for six (6) months after the
Effective Time shall be delivered to the Holding Company, upon demand, and any
holders of shares of TeleCorp Capital Stock or Tritel Capital Stock, as the
case may be, who have not theretofore complied with the provisions of this
Article I shall thereafter look only to the Holding Company and only as
general creditors thereof for payment of their claim for the Holding Company
Capital Stock, any cash in lieu of fractional shares of Class A Voting Stock
and any dividends or distributions with respect to the Holding Company Capital
Stock to which such holders may then be entitled.

                  (d) Distributions With Respect to Unexchanged Shares. No
dividends or other distributions declared or made after the Effective Time
with respect to the Holding Company Capital Stock with a record date after the
Effective Time will be paid to the holder of any unsurrendered Certificate
with respect to the shares of the Holding Company Capital Stock represented
thereby until the holder of record of such Certificate shall surrender such
Certificate. Subject to applicable law, following the surrender of any such
Certificate, there shall be paid to the record holder of the certificates
representing shares of the Holding Company Capital Stock issued in exchange
therefor, without interest, at the time of such surrender, the amount of
dividends or other distributions with a record date after the Effective Time
theretofore paid with respect to such shares of the Holding Company Capital
Stock.

                  (e) Transfers of Ownership. If any certificate for shares of
the Holding Company Capital Stock is to be issued in a name other than that in
which the Certificate surrendered in exchange therefor is registered in the
stock register of TeleCorp or Tritel, as applicable, it shall be a condition
of the issuance thereof that the Certificate so surrendered shall be properly
endorsed and otherwise be in proper form for transfer and that the stockholder
requesting such exchange shall have paid to the Holding Company, or any agent
designated by it, any transfer or other taxes required by reason of the
issuance of a certificate for shares of the Holding Company Capital Stock in
any name other than that of the registered holder of the Certificate
surrendered, or established to the reasonable satisfaction of the Holding
Company or any agent designated by it that such tax has been paid or is
otherwise not payable.

                  (f) No Liability. Notwithstanding anything to the contrary
in this Agreement, none of the Exchange Agent, the Holding Company, TeleCorp
II or Tritel II shall be liable to a holder of shares of TeleCorp Capital
Stock or Tritel Capital Stock, as the case may be, for the Holding Company
Capital Stock or any amount properly paid to a public official pursuant to any
applicable abandoned property, escheat or similar law.

                  (g) Withholding of Tax. Either the Holding Company or the
Exchange Agent shall be entitled to deduct and withhold from the consideration
otherwise payable pursuant to this Agreement to any holder of shares of
TeleCorp Capital Stock or Tritel Capital Stock, as the case may be, such
amounts as the Holding Company (or any Affiliate thereof (as defined in
Section 10.4)) or the Exchange Agent shall determine in good faith they are
required to deduct and withhold with respect to the making of such payment
under the Code or any provision of any applicable state, local or foreign tax
law. To the extent that amounts are so withheld by the Holding Company or the
Exchange Agent, such withheld amounts will be treated for all purposes of this
Agreement as having been paid to the holder of the shares of TeleCorp Capital
Stock or Tritel Capital Stock, as the case may be, in respect of whom such
deduction and withholding were made by the Holding Company.

                  1.13 Further Ownership Rights in Shares. All shares of the
Holding Company Capital Stock issued upon the surrender for exchange of shares
of TeleCorp Capital Stock or Tritel Capital Stock, as the case may be, in
accordance with the terms of this Article I (including any cash paid in
respect thereof) shall be deemed to have been issued in full satisfaction of
all rights pertaining to such shares of TeleCorp Capital Stock or Tritel
Capital Stock, as the case may be, and there shall be no further registration
of transfers on the records of either TeleCorp II or Tritel II of shares of
capital stock which were outstanding immediately prior to the Effective Time.
If, after the Effective Time, Certificates are presented to either TeleCorp II
or Tritel II for any reason, they shall be canceled and exchanged as provided
in this Article I.

                  1.14 Contribution.

                  (a) As soon as practicable after the Effective Time and
subject to, and upon the terms and conditions of, this Agreement, AT&T shall
deliver or cause to be delivered (i) an amendment to the Network Membership
License Agreement, then in effect between AT&T Corp., a New York corporation,
and the Holding Company or TeleCorp (the "Existing Network Membership License
Agreement"), in the form attached as Exhibit D-1 (the "License Extension
Amendment"), (ii) the Airadigm Assignment (as defined below), (iii) the Indus
Assignment (as defined below) and (iv) a wire transfer of immediately
available funds in the amount of $20,000,000 (the "Cash Contribution") (the
items described in items (i) through (iv), the "Contributed Property") and the
Holding Company shall, and shall cause TeleCorp to, as appropriate, execute
the License Extension Amendment, the Airadigm Assignment and the Indus
Assignment and the Holding Company shall issue to AT&T (or its Affiliates) the
Shares. It is expressly understood by the parties that the failure of the
Contribution to occur at the Effective Time shall not prevent the Mergers from
occurring. As used herein, the term "Airadigm Assignment" shall mean the
assignment by AT&T (or one of its Affiliates) of all its rights, title and
interest in, to and under a certain Letter of Intent attached hereto as
Exhibit D-2 (the "Airadigm Letter of Intent") which contemplates the entering
into of an asset purchase agreement (the "Airadigm Purchase Agreement")
between Airadigm Communications, Inc., a Wisconsin corporation ("Airadigm"),
and a buyer designated by AT&T (the "Airadigm Buyer"), as part of, and subject
to the approval of, a Plan of Reorganization filed January 24, 2000 in
connection with the bankruptcy proceedings entitled In re Airadigm
Communications, Inc., No. 99-33500, Bktcy. W.D. Wisc., a copy of which is
attached as Exhibit F (the "Plan of Reorganization"). In the event the
Airadigm Purchase Agreement is entered into, the term "Airadigm Assignment"
shall mean the assignment by AT&T of all its right, title and interest in, to
and under the Airadigm Purchase Agreement. As used herein, the term "Indus
Assignment" shall mean the assignment by AT&T (or its Affiliates) to the
Holding Company or TeleCorp (or one of their respective Affiliates) of all its
right, title and interest in, to and under that certain Agreement and Plan of
Merger in the form of Exhibit G-1 dated as of February 27, 2000, between
Indus, Inc. Milwaukee PCS LLC, a Delaware limited liability company (the
"Indus Buyer") and certain other parties (the "Indus Merger Agreement"), in
the form of Exhibit G-2.

                  (b) The failure to occur of any or all of the transactions
contemplated by the Airadigm Assignment shall not prevent the Contribution
from occurring at the Effective Time with respect to the other aspects of the
Contribution with respect to which the conditions specified in Section 7.4
shall have been satisfied.

                  (c) Notwithstanding anything to the contrary in this
Agreement, prior to the Effective Time, TeleCorp and AT&T will execute and
deliver the Indus Assignment and one or more amendments to the Network
Membership License Agreement between AT&T Corp. and TeleCorp dated as of July
17, 1998, the Intercarrier Roamer Service Agreement between AT&T and TeleCorp
dated as of July 17, 1998 and the Roaming Administration Agreement between
AT&T and TeleCorp dated as of July 17, 1998 extending the rights of TeleCorp
under such agreements to the Indus territory in form and substance acceptable
to AT&T and TeleCorp (the "Indus Amendments"), as soon as the conditions to
the consummation of the transaction contemplated by the Indus Merger Agreement
shall be satisfied if such conditions shall be satisfied prior to the
Effective Time (an "Early Indus Closing"). In the event of an Early Indus
Closing, TeleCorp will not be required to pay AT&T any consideration at the
time of the Early Indus Closing. In the event the Early Indus Closing occurs
and the Contribution is consummated, the Early Indus Closing shall be deemed
part of the Contribution. In the event the Early Indus Closing occurs,
TeleCorp or one of its Affiliates will assume all of the obligations of AT&T
(or its Affiliates) pursuant to that certain Organizational Agreement
effective as of February 27, 2000, among Kailas Rao, Indus, Inc., AT&T
Wireless Services, Inc., the Indus Buyer and AT&T Milwaukee JV, Inc. (the
"Indus Organization Agreement") (such costs being referred to herein as the
"Indus Transaction Costs"). If the Early Indus Closing occurs and this
Agreement is (or the provisions of this Agreement relating to the Contribution
are) terminated without the Contribution occurring, then at the option of
AT&T: either (i) TeleCorp will re-assign and transfer to AT&T (or its
Affiliates or designees) all assets and rights which were assigned and
transferred to TeleCorp by AT&T in connection with the Early Indus Closing
(and AT&T will reimburse TeleCorp for all out-of-pocket costs incurred by
TeleCorp in connection with (x) the Indus Transaction Costs or (y) any
improvements to or maintenance of such assets to the extent that AT&T
determines reasonably and in good faith that, in the case of clause (x), such
costs were either reasonably incurred or were costs that are of the nature of
costs that AT&T (or its Affiliates) would incur under similar circumstances
or, in the case of clause (y), to the extent such costs improved the value of
the Indus assets or were costs that AT&T (or its Affiliates or successor in
title) would have to incur in any event; or (ii) TeleCorp will pay AT&T an
amount in TeleCorp Class A Voting Stock valued at the average of the closing
bid prices for the TeleCorp Class A Voting Stock for the ten trading days
immediately preceding the date of the Early Indus Closing equal to (1) $175
times the number of Indus POPS (where "POPs" means Paul Kagan Associates, Inc.
estimate of the 1998 population of a geographic area), less (2) the amount of
the purchase price that was paid plus the amount of the Indus debt assumed
pursuant to the Indus Merger Agreement or (without duplication) the Indus
Organization Agreement. In the event of an Early Indus Closing, if this
Agreement is (or the provisions of this Agreement relating to the Contribution
are) terminated without the Contribution occurring, AT&T and TeleCorp will
take all action necessary so that the Indus Amendments shall be terminated and
all the rights thereunder shall revert to AT&T (or its Affiliate).

                  (d) (i) In the event that AT&T is unable to deliver, or
cause the delivery of, the Indus Assets, then AT&T may in lieu thereof deliver
or cause to be delivered to the Holding Company executed assignments in form
and substance reasonably satisfactory to the Holding Company for 20 MHz of PCS
licenses (chosen at AT&T's option) for at least an equivalent number of POPs
in the Kansas City or Indianapolis BTAs and their surrounding BTAs or in such
other BTA's as the parties agree in good faith are reasonably equivalent to
the aforementioned regions (the "Replacement Assets"), provided that if AT&T
chooses to provide Replacement Assets, the Holding Company will deliver to
AT&T (or its Affiliates) an amount of the Class A Voting Stock (valued based
on the average of the closing prices of such stock for the ten trading days
immediately preceding delivery of such Class A Voting Stock by the Holding
Company) equal to the amount of the purchase price that was required to be
paid (plus the amount of the Indus debt to be assumed) pursuant to the Indus
Merger Agreement and the transactions contemplated thereby, and, if the number
of POPs included in the Replacement Assets chosen exceeds the number of Indus
POPs, the Holding Company will deliver to AT&T (or its Affiliates) an
additional amount of Class A Voting Stock, valued as described above, equal to
$175 times the number of such excess POPs (in which case the defined term
"Shares" shall include such additional shares of Class A Voting Stock).

                  (ii) In the event that AT&T is unable to deliver, or cause
          the delivery of, the Indus Assets and AT&T does not elect to deliver
          or cause to be delivered to the Holding Company Replacement Assets,
          AT&T shall provide prompt notice thereof to TeleCorp (or, after the
          Effective Time, the Holding Company) and TeleCorp (or the Holding
          Company) may, by notice given within five business days after
          receipt of such notice from AT&T, elect to terminate the
          Contribution.

                  1.15 Closing. Unless this Agreement shall have been
terminated and the transactions contemplated by this Agreement abandoned
pursuant to the provisions of Article VIII, and subject to the provisions of
Article VII, the closing of the Mergers (the "Closing") shall take place at
10:00 a.m. (eastern standard time) on a date (the "Closing Date") to be
mutually agreed upon by the parties, which date shall be not later than the
fifth business day after all the conditions set forth in Article VII
(excluding conditions that, by their nature, cannot be satisfied until or on
the Closing Date) shall have been satisfied (or waived in accordance with
Article VII, to the extent the same may be waived), unless another time and/or
date is agreed to in writing by the parties. The Closing shall take place at
the offices of Cadwalader, Wickersham & Taft, 100 Maiden Lane, New York, NY,
unless another place is agreed to by the parties.

                  1.16 Lost, Stolen or Destroyed Certificates. In the event
any Certificates evidencing shares of TeleCorp Capital Stock or Tritel Capital
Stock, as the case may be, shall have been lost, stolen or destroyed, the
Exchange Agent shall issue in exchange for such lost, stolen or destroyed
certificates, upon the making of an affidavit of that fact by the holder
thereof in form and substance reasonably acceptable to the Holding Company,
such shares of the Holding Company Capital Stock to which the holder of such
Certificate would otherwise be entitled to pursuant to the provisions of
Section 1.6 and cash for fractional shares, if any, as may be required
pursuant to Section 1.11; provided, however, that the Holding Company may, in
its discretion and as a condition precedent to the issuance thereof, require
the owner of such lost, stolen or destroyed certificates to deliver a bond in
such sum as it may reasonably direct as indemnity against any claim that may
be made against the Holding Company or the Exchange Agent with respect to the
Certificates alleged to have been lost, stolen or destroyed.

                  1.17 Tax Consequences. For Federal income tax purposes, the
parties intend that the Mergers and the Contribution, taken together, will
qualify as a tax-free transaction within the meaning of Section 351 of the
Code and that each of the Mergers be treated as a tax-free reorganization
under Section 368(a) of the Code. Except to the extent otherwise required
pursuant to a "determination" within the meaning of Code Section 1313(a), the
parties shall not take a position on any Tax Return (as defined below)
inconsistent with this Section 1.17.

                                  ARTICLE II

               STRUCTURE OF HOLDING COMPANY AND RELATED MATTERS

                  2.1 Organization of the Holding Company.

                  (a) The Holding Company shall be organized as a corporation
under the laws of the State of Delaware and at all times prior to the
Effective Time be 50% owned by TeleCorp and 50% owned by Tritel. Upon the
Effective Time, the Holding Company shall change its name to "TeleCorp PCS,
Inc." The Certificate of Incorporation and By-laws of the Holding Company in
effect immediately prior to the Effective Time shall be in the form of Exhibit
H and Exhibit I attached hereto. TeleCorp and Tritel shall effect all steps to
organize the Holding Company as soon as practicable after the date of this
Agreement. Prior to the Effective Time, the Board of Directors of the Holding
Company shall adopt resolutions either designating the Holding Company
Preferred Stock and appropriate certificates of designation shall be filed
with the Secretary of State of the State of Delaware or amending and restating
the Holding Company Certificate of Incorporation and an appropriate Amended
and Restated Certificate of Incorporation of the Holding Company shall be
filed with the Secretary of State of the State of Delaware .

                  (b) At the Effective Time, each share of the Holding Company
Common Stock held by either TeleCorp or Tritel shall be canceled and all
consideration paid therefor shall be returned. Prior to the Effective Time,
the Holding Company shall not (i) conduct any business operations whatsoever
or (ii) enter into any contract or agreement of any kind, acquire any assets,
or incur any liability, except in connection with the organization of the
Merger Subs, as may be specifically contemplated by this Agreement, or as the
parties may otherwise agree in writing. In the event this Agreement is
terminated prior to the Effective Time, the Holding Company shall be promptly
dissolved.

                  (c) Prior to the Effective Time, TeleCorp and Tritel will
(i) cause the Holding Company, First Merger Sub and Second Merger Sub to
execute and deliver a joinder to this Agreement pursuant to Section 251 of the
DGCL, (ii) execute a formal written consent under Section 228 of the DGCL as
both of the stockholders of the Holding Company, approving the execution,
delivery and performance of this Agreement by the Holding Company and (iii)
cause the Holding Company to execute a formal written consent under Section
228 of the DGCL as the sole stockholder of First Merger Sub and Second Merger
Sub, approving the execution, delivery and performance of this Agreement by
First Merger Sub and Second Merger Sub.

                  2.2 Board of Directors of the Holding Company. The initial
Board of Directors of the Holding Company shall be as set forth on Schedule A
, and such Board of Directors shall take all actions necessary to cause the
Board of Directors of the Holding Company, as of the Effective Time, to
consist of the persons identified on Schedule A hereto, classified into three
classes and with terms expiring as set forth on such Schedule A.

                  2.3 Officers of the Holding Company. As of the Effective
Time, the Board of Directors of the Holding Company shall take all actions
necessary to elect as officers of the Holding Company the individuals set
forth on Schedule A hereto.

                  2.4 Indemnification and Insurance.

                  (a) From and after the Effective Time, the Holding Company
will, or will cause TeleCorp II and Tritel II to, fulfill and honor in all
respects the obligations of TeleCorp and Tritel pursuant to their respective
Certificates of Incorporation and By-laws and any indemnification agreements
between TeleCorp, Tritel and each of their respective directors and officers
existing prior to the Effective Time. The Certificate of Incorporation and
By-laws of each of TeleCorp II and Tritel II will contain the provisions with
respect to indemnification set forth in the Certificate of Incorporation and
By-laws of TeleCorp and Tritel, respectively, prior to the Effective Time,
which provisions shall not be amended, repealed or otherwise modified for a
period of six (6) years from the Effective Time in any manner that would
adversely affect the rights thereunder of individuals who, at any time prior
to the Effective Time, were directors, officers, employees or agents of
TeleCorp or Tritel, unless such modification is required by applicable law.

                  (b) From and after the Effective Time, the Holding Company
will, and will cause TeleCorp II and Tritel II, to the fullest extent
permitted under applicable law, to indemnify and hold harmless, each present
and former director and/or officer of TeleCorp and Tritel (collectively, the
"Indemnified Parties") against any costs or expenses (including, without
limitation, attorneys' fees), judgments, fines, losses, claims, damages,
liabilities and amounts paid in settlement in connection with any claim,
action, suit, proceeding or investigation, whether civil, criminal,
administrative or investigative, to the extent arising out of or pertaining to
any action or omission in his capacity as a director or officer of TeleCorp or
Tritel, respectively, for a period of six (6) years after the date hereof.
Without limiting any of the foregoing, in the event of any such claim, action,
suit, proceeding or investigation (whether arising before or after the
Effective Time), (i) any counsel retained by the Indemnified Parties for any
period after the Effective Time must be reasonably satisfactory to the Holding
Company, (ii) after the Effective Time, the Holding Company will pay, and will
cause TeleCorp II or Tritel II, as the case may be, to pay, the reasonable
fees and expenses of such counsel, promptly after statements therefor are
received and (iii) the Holding Company will, and will cause TeleCorp II or
Tritel II, as the case may be, to cooperate in the defense of any such matter;
provided, however, that neither the Holding Company, TeleCorp II or Tritel II,
as the case may be, shall be liable for any settlement effected without its
written consent (which consent will not be unreasonably withheld or delayed);
and provided, further, that, in the event that any claim or claims for
indemnification are asserted or made within such six-year period, all rights
to indemnification in respect of any such claim or claims will continue until
the disposition of any and all such claims and provided, further, that nothing
in this Section 2.4 shall impair any rights or obligations of any present or
former employees, agents, directors or officers of TeleCorp or Tritel. The
Indemnified Parties as a group may retain only one law firm (in addition to
local counsel) to represent them with respect to any single action unless
there is, under applicable standards of professional conduct, a conflict on
any significant issue between the positions of any two or more Indemnified
Parties. In the event that the Holding Company, TeleCorp II, Tritel II or any
of their respective successors or assigns (i) consolidates with or merges into
any other Person and shall not be the continuing or surviving corporation or
entity of such consolidation or merger, or (ii) transfers or conveys all or
substantially all of its properties and assets to any person, then, and in
each such case, to the extent necessary to effectuate the purposes of this
Section 2.4, proper provision shall be made so that the successors and assigns
of TeleCorp II and Tritel II assume the obligations set forth in this Section
2.4 and none of the actions described in clause (i) or (ii) shall be taken
until such provision is made.

                  (c) For a period of six (6) years after the Effective Time,
the Holding Company will, or will cause TeleCorp II and Tritel II to, maintain
in effect, if available, directors' and officers' liability insurance covering
those persons who are currently covered by TeleCorp's and Tritel's directors'
and officers' liability insurance policies on terms at least comparable to
those in effect on the date hereof; provided, that in no event shall the
Holding Company be required to, or be required to cause TeleCorp II or Tritel
II to, maintain directors' and officers' liability insurance with comparable
coverage if the annual premium of such insurance is more than one hundred and
twenty-five percent (125%) of the cost of the most recent annual premium paid
by TeleCorp or Tritel, as applicable, but in such case, the Holding Company
shall, and shall cause, as much coverage as possible for such amount to be
purchased.

                  (d) This Section 2.4 will survive the consummation of the
Mergers, is intended to benefit the Indemnified Parties, and shall be binding
on all successors and assigns of TeleCorp II, Tritel II and the Holding
Company.

                  2.5 Headquarters of the Holding Company. The headquarters of
the Holding Company shall be located in Arlington, Virginia. Following the
Effective Time, the principal corporate offices of TeleCorp II shall be
located in Arlington, Virginia, and the principal corporate offices of Tritel
II shall be located in Jackson, Mississippi.

                  2.6 Merger Subs Organization. The Holding Company shall
organize the First Merger Sub and the Second Merger Sub under the laws of the
State of Delaware. Prior to the Effective Time, the outstanding capital stock
of the First Merger Sub and the Second Merger Sub shall each consist of 1,000
shares of common stock, par value $0.01 per share, all of which shall be owned
by the Holding Company. Prior to the Effective Time, the Merger Subs shall not
(i) conduct any business operations whatsoever or (ii) enter into any contract
or agreement of any kind, acquire any assets or incur any liability, except as
may be specifically contemplated by this Agreement. If this Agreement is
terminated prior to the Effective Time, the Merger Subs shall be promptly
dissolved.

                                 ARTICLE III

                  REPRESENTATIONS AND WARRANTIES OF TELECORP

                  Except as set forth in the TeleCorp SEC Reports (as defined
in Section 3.9) or the TeleCorp Disclosure Schedule previously delivered to
Tritel (the "TeleCorp Disclosure Schedule"), TeleCorp, on behalf of itself and
its Subsidiaries (as defined in Section 10.4), represents and warrants to
Tritel and AT&T that the statements contained in this Article III are true,
complete and correct. The TeleCorp Disclosure Schedule shall be arranged in
paragraphs corresponding to the numbered and lettered paragraphs contained in
this Article III, and the disclosure in any paragraph shall qualify only the
corresponding paragraph of this Article III, unless the disclosure contained
in such paragraph contains such information so as to enable a reasonable
person to determine that such disclosure qualifies or otherwise applies to
other paragraphs of this Article III. As used in this Agreement, a "TeleCorp
Material Adverse Effect" means any change, event or effect that is materially
adverse to the business, assets (including intangible assets), financial
condition or results of operations of TeleCorp and its Subsidiaries, taken as
a whole, excluding any adverse change in, or effect on, the financial
condition or revenues of TeleCorp to the extent attributable to (i) general
economic conditions in the United States and (ii) conditions affecting the
wireless communications industry generally.

                  3.1 Organization and Qualification; Subsidiaries.

                  (a) TeleCorp is a corporation duly incorporated, validly
existing and in good standing under the laws of the State of Delaware and has
all the requisite corporate power and authority necessary to own, lease and
operate its properties and to carry on its business as it is now being
conducted. TeleCorp is duly qualified or licensed as a foreign corporation to
do business, and is in good standing, in each jurisdiction where the character
of the properties owned, leased or operated by it or the nature of its
activities makes such qualification or licensing necessary, except where the
failure to be so qualified would not, individually or in the aggregate,
reasonably be expected to have a TeleCorp Material Adverse Effect.

                  (b) All of the shares of capital stock of each Subsidiary
(as defined in Section 10.4 below) of TeleCorp are owned by TeleCorp or by a
Subsidiary of TeleCorp (other than director's qualifying shares in the case of
foreign Subsidiaries), and are validly issued, fully paid and non-assessable,
and there are no outstanding subscriptions, options, calls, contracts, voting
trusts, proxies or other commitments, understandings, restrictions,
arrangements, rights or warrants with respect any such Subsidiaries capital
stock.

                  (c) Each Subsidiary of TeleCorp is a legal entity, duly
incorporated or organized, validly existing and in good standing under the
laws of its respective jurisdiction of incorporation or organization and has
all the requisite power and authority necessary to own, lease and operate its
properties and to carry on its business as it is now being conducted. Each
Subsidiary of TeleCorp is duly qualified or licensed as a foreign corporation
to do business, and is in good standing, in each jurisdiction where the
character of the properties owned, leased or operated by it or the nature of
its activities makes such qualification or licensing necessary, except where
the failure to be so qualified would not, individually or in the aggregate,
reasonably be expected to have a TeleCorp Material Adverse Effect.

                  3.2 Certificate of Incorporation; By-laws. TeleCorp has
heretofore made available to Tritel a true, complete and correct copy of its
and each of its Subsidiaries' respective Certificate of Incorporation and
By-laws (or other equivalent organizational documents), each as amended or
restated to date. Each such Certificate of Incorporation and By-laws (or other
equivalent organizational documents) of TeleCorp and each of its Subsidiaries
are in full force and effect. Neither TeleCorp nor any of its Subsidiaries is
in violation of any of the provisions of its Certificate of Incorporation or
By-laws or other equivalent organizational documents.

                  3.3 Capitalization.

                  (a) The authorized capital of TeleCorp consists of: (i)
918,339,090 shares of TeleCorp Common Stock, consisting of: (A) 608,550,000
shares of TeleCorp Class A Voting Common Stock, (B) 308,550,000 shares of
TeleCorp Class B Non-Voting Common Stock, (C) 309,000 shares of TeleCorp Class
C Common Stock, (D) 927,000 shares of TeleCorp Class D Common Stock, and (E)
3,090 shares of TeleCorp Voting Preference Common Stock; (ii) 17,045,000
shares of TeleCorp Preferred Stock, consisting of: (A) 100,000 shares of
TeleCorp Series A Preferred Stock, (B) 200,000 shares of TeleCorp Series B
Preferred Stock, (C) 215,000 shares of TeleCorp Series C Preferred Stock, (D)
50,000 shares of TeleCorp Series D Preferred Stock, (E) 30,000 shares of
TeleCorp Series E Preferred Stock, (F) 15,450,000 shares of TeleCorp Series F
Preferred Stock, and (G) 1,000,000 undesignated shares;

                  (b) As of February 25, 2000: (i) 86,067,221 shares of
TeleCorp Common Stock were issued and outstanding, which consisted of: (A)
86,928,889 shares of TeleCorp Class A Voting Common Stock, (B) 283,813 shares
of TeleCorp Class C Common Stock, (C) 851,429 shares of TeleCorp Class D
Common Stock, and (D) 3,090 shares of TeleCorp Voting Preference Common Stock;
(ii) 15,295,317 shares of TeleCorp Preferred Stock were issued and
outstanding, which consisted of: (A) 97,473 shares of TeleCorp Series A
Preferred Stock, (B) 210,608 shares of TeleCorp Series C Preferred Stock, (C)
49,417 shares of TeleCorp Series D Preferred Stock, (D) 25,041 shares of
TeleCorp Series E Preferred Stock, and (E) 14,912,778 shares of TeleCorp
Series F Preferred Stock; (iii) no shares of TeleCorp Common Stock were held
in treasury of TeleCorp or any of its Subsidiaries; (iv) no shares of TeleCorp
Capital Stock were held by any Subsidiary of TeleCorp; (v) 503,022 shares of
TeleCorp Class A Voting Stock and 1,111.11 shares of TeleCorp Series E
Preferred Stock reserved for issuance pursuant to the TeleCorp Restricted
Stock Plan and (vi) there were outstanding employee and non-employee options
in the amount set forth on Schedule 3.3(b) (the "TeleCorp Options"), with the
exercise price, vesting schedule and name of each holder of such options and
the amount of options held by each such holder specified on Schedule 3.3(b).
None of the outstanding shares of TeleCorp Common Stock are subject to, nor
were they issued in violation of, any purchase option, call option, right of
first refusal, preemptive right, subscription right or any similar right.

                  (c) Except as set forth above, no shares of voting or
non-voting capital stock, other equity interests, or other voting securities
of TeleCorp were or are issued, reserved for issuance or outstanding. All
outstanding shares of TeleCorp Capital Stock are, and all shares which may be
issued upon the exercise of TeleCorp Options will be, when issued, duly
authorized, validly issued, fully paid and non-assessable and not subject to
any kind of preemptive (or similar) rights. There are no bonds, debentures,
notes or other indebtedness of TeleCorp with voting rights (or convertible
into, or exchangeable for, securities with voting rights) on any matters on
which stockholders of TeleCorp may vote.

                  (d) All of the outstanding shares of capital stock or other
security or equity interests of each of TeleCorp's Subsidiaries have been duly
authorized, validly issued, fully paid and non-assessable, are not subject to,
and were not issued in violation of, any preemptive (or similar) rights, and
are owned, of record and beneficially, by TeleCorp or one of its direct or
indirect Subsidiaries, free and clear of all Liens (as defined in Section
10.4) whatsoever. There are no restrictions of any kind which prevent the
payment of dividends, where applicable, by any of TeleCorp's Subsidiaries, and
neither TeleCorp nor any of its Subsidiaries is subject to any obligation or
requirement to provide funds for or to make any investment (in the form of a
loan or capital contribution) to or in any Person (as defined in Section
10.4).

                  (e) Section 3.3(e) of the TeleCorp Disclosure Schedule sets
forth a true, complete and correct list of all securities, options, warrants,
calls, rights, commitments, agreements, arrangements or undertakings of any
kind (contingent or otherwise) to which TeleCorp or any of its Subsidiaries is
a party or by which any of them is bound obligating TeleCorp or any of its
Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or
sold, additional shares of capital stock or other voting securities of
TeleCorp or of any of its Subsidiaries or obligating TeleCorp or any of its
Subsidiaries to issue, grant, extend or enter into any such security, option,
warrant, call, right, commitment, agreement, arrangement or undertaking (other
than the TeleCorp Options) and specifying the material terms of each such
security, option, warrant, call, right, commitment, agreement, arrangement or
undertaking including the applicable exercise price or purchase price and the
name of the person or entity to whom each such security, option, warrant,
call, right, commitment, agreement, arrangement or undertaking was issued.
There are no outstanding contractual obligations of TeleCorp or any of its
Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital
stock (or options to acquire any such shares) or other security or equity
interest of TeleCorp or its Subsidiaries. There are not outstanding any
stock-appreciation rights, security-based performance units, "phantom" stock
or other security rights or other agreements, arrangements or commitments of
any character (contingent or otherwise) pursuant to which any Person is or may
be entitled to receive any payment or other value based on the revenues,
earnings or financial performance, stock price performance or other attribute
of TeleCorp or any of its Subsidiaries or assets or calculated in accordance
therewith (other than ordinary course payments or commissions to sales
representatives of TeleCorp based upon revenues generated by them without
augmentation as a result of the transactions contemplated hereby) or to cause
TeleCorp or any of its Subsidiaries to file a registration statement under the
Securities Act of 1933, as amended (the "Securities Act"), or which otherwise
relate to the registration of any securities of TeleCorp or its Subsidiaries.

                  (f) Except as set forth in the TeleCorp SEC Reports or as
contemplated by the Stockholders Agreement, there are no voting trusts,
proxies or other agreements, commitments or understandings of any character to
which TeleCorp or any of its Subsidiaries or, to the knowledge of TeleCorp,
any of the stockholders of TeleCorp, is a party or by which any of them is
bound with respect to the issuance, holding, acquisition, voting or
disposition of any shares of capital stock or other security or equity
interest of TeleCorp or any of its Subsidiaries.

                  3.4 Authority; Enforceability. TeleCorp has all necessary
corporate power and authority to execute and deliver this Agreement, the
Tritel Voting Agreement, the Stockholders Agreement, the Investors Stockholder
Agreement and each other agreement or instrument required to be executed and
delivered by it at the Closing (each, including the TeleCorp Voting Agreement,
the License Extension Amendment, the Indus Amendments, the Airadigm Assignment
and the Indus Assignment, a "Related Agreement"), and to perform its
obligations hereunder and thereunder and to consummate the transactions
contemplated hereby and thereby. The execution and delivery by TeleCorp of
this Agreement and each Related Agreement to which it is a party, the
performance of its obligations hereunder and thereunder, and the consummation
by TeleCorp of the transactions contemplated hereby and thereby, have been
duly and validly authorized by all corporate action and no other corporate
proceedings on the part of TeleCorp are necessary to authorize this Agreement
or any Related Agreement to which it is a party or to consummate the
transactions so contemplated, other than the approval and authorization of
this Agreement and the First Merger by votes of the holders of a majority of
the outstanding shares of TeleCorp Capital Stock entitled to vote thereon in
accordance with the DGCL, TeleCorp's Certificate of Incorporation and By-laws,
and the Special Vote (as defined below). Each of this Agreement and the
Related Agreements to which TeleCorp is a party has been duly and validly
executed and delivered by TeleCorp and, assuming the due authorization,
execution and delivery thereof by all other parties to each such agreement,
constitutes a legal, valid and binding obligation of TeleCorp in accordance
with its terms.

                  3.5 Required Vote. The Board of Directors of TeleCorp has,
at a meeting duly called and held, (i) approved and declared advisable this
Agreement and approved each Related Agreement to which it is a party, (ii)
determined that the transactions contemplated hereby and thereby are
advisable, fair to and in the best interests of the holders of TeleCorp
Capital Stock, (iii) resolved to recommend adoption of this Agreement, the
First Merger and the other transactions contemplated hereby and thereby to the
stockholders of TeleCorp and (iv) directed that this Agreement be submitted to
the stockholders of TeleCorp for their approval and authorization. The
affirmative vote of a majority of the voting power of all outstanding shares
of TeleCorp Class A Voting Common Stock and TeleCorp Voting Preference Common
Stock voting together as one class, are the only votes of the holders of any
class or series of capital stock of TeleCorp necessary to approve and
authorize this Agreement, the First Merger, the Related Agreements (to the
extent TeleCorp is a party thereto) and the other transactions contemplated
hereby and thereby in their capacity as stockholders of TeleCorp.

                  3.6 No Conflict; Required Filings and Consents.

                  (a) The execution and delivery by TeleCorp of this Agreement
and the Related Agreements to which it is a party do not, and the performance
of this Agreement and the Related Agreements to which it is a party will not,
(i) conflict with or violate the Certificate of Incorporation or By-laws or
other equivalent organizational documents of TeleCorp or any of its
Subsidiaries, (ii) conflict with or violate any Law, Regulation or Order (as
defined in Section 10.4) in each case applicable to TeleCorp or any of its
Subsidiaries or by which any of their respective properties is bound or
affected, or (iii) result in any breach or violation of or constitute a
default (or an event that with notice or lapse of time or both would become a
default) under, or impair TeleCorp's or any of its Subsidiaries' rights or
alter the rights or obligations of any third party under, or give to others
any rights of termination, amendment, acceleration or cancellation of, or
result in the creation of a Lien on any of the properties or assets of
TeleCorp or any of its Subsidiaries pursuant to, any note, bond, mortgage,
indenture, contract, agreement, lease, license, permit, franchise or other
instrument or obligation to which TeleCorp or any of its Subsidiaries is a
party or by which TeleCorp or any of its Subsidiaries or its or any of their
respective properties is bound or affected, except in the case of clauses (ii)
or (iii) above, for any such conflicts, breaches, violations, defaults or
other occurrences that would not (x) individually or in the aggregate,
reasonably be expected to have a TeleCorp Material Adverse Effect, or (y)
prevent or materially impair or delay the consummation of the transactions
contemplated by this Agreement and the Related Agreements or (z) for purposes
of this representation being made to AT&T, individually, or in the aggregate,
reasonably be expected to have a Material Adverse Effect on the value of the
Shares.

                  (b) The execution and delivery by TeleCorp of this Agreement
and the Related Agreements to which it is a party do not, and the performance
of this Agreement and the Related Agreements, will not, require TeleCorp or
any of its Subsidiaries to obtain any approval of any Person or approval of,
observe any waiting period imposed by, or make any filing with or notification
to, any Governmental Authority (as defined in Section 10.4), domestic or
foreign, except for (i) compliance with applicable requirements of the
Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), state securities laws ("Blue Sky Laws"), the pre-merger notification
requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended (the "HSR Act"), or any Foreign Competition Laws (as defined in
Section 10.4), the Communications Act of 1934, as amended (the "Communications
Act") and the regulations of the Federal Communications Commission (the
"FCC"), state public utility, telecommunications or public service laws, (ii)
the filing of the Certificates of Merger in accordance with the DGCL and/or
(iii) where the failure to obtain such approvals, or to make such filings or
notifications, would not, individually or in the aggregate, reasonably be
expected to have a TeleCorp Material Adverse Effect or prevent or materially
delay the consummation of the transactions contemplated by this Agreement.

                  3.7 Material Agreements. Neither TeleCorp nor any of its
Subsidiaries has breached, or received in writing any claim or threat that it
has breached, any of the terms or conditions of any agreement, contract or
commitment that is of a type which is required to be included as an exhibit to
the annual reports on Form 10-K required to be filed by TeleCorp pursuant to
Item 601 of Regulation S-K promulgated by the Securities and Exchange
Commission ("SEC") (collectively, the "TeleCorp Material Contracts") in such a
manner as would permit any other party to cancel or terminate the same or
would permit any other party to collect material damages from TeleCorp or any
of its Subsidiaries under any TeleCorp Material Contract. Each TeleCorp
Material Agreement is in full force and effect, is a valid and binding
obligation of TeleCorp or such Subsidiary and, to the knowledge of TeleCorp,
of each other party thereto, and is enforceable against TeleCorp or such
Subsidiary in accordance with its terms, and, to the knowledge of TeleCorp,
enforceable against each other party thereto, in each case except that the
enforcement thereof may be limited by (i) the effects of bankruptcy,
insolvency, reorganization, moratorium or other similar law now or hereafter
in effect relating to creditors' rights generally and (ii) general principles
of equity (regardless of whether enforceability is considered in a proceeding
in equity or at law), and such TeleCorp Material Agreements will continue to
be valid, binding and enforceable in accordance with their respective terms
and in full force and effect immediately following the consummation of the
transactions contemplated hereby with no material alteration or acceleration
or increase in fees or liabilities. Neither TeleCorp nor any of its
Subsidiaries is or is alleged to be and, to the knowledge of TeleCorp, no
other party is or is alleged to be in default under, or in breach or violation
of, any TeleCorp Material Agreement, and, to the knowledge of TeleCorp, no
event has occurred which (whether with or without notice or lapse of time or
both) would constitute such a default, breach or violation. To the knowledge
of TeleCorp, no party to a TeleCorp Material Contract has terminated or in any
way expressed an intent to materially reduce or terminate the amount of
business with TeleCorp and its Subsidiaries in the future.

                  3.8 Compliance. Each of TeleCorp and its Subsidiaries is in
compliance in all respects with, and is not in default or violation of, (i)
its Certificate of Incorporation and By-laws or other equivalent
organizational documents, (ii) any Law or Order or by which any of their
respective assets or properties are bound or affected or (iii) any note, bond,
mortgage, indenture, contract, permit, franchise or other instruments or
obligations to which any of them are a party or by which any of them or any of
their respective assets or properties are bound or affected, except, in the
case of clauses (ii) and (iii), for any such failures of compliance, defaults
and violations which would not, individually or in the aggregate, reasonably
be expected to have a TeleCorp Material Adverse Effect.

                  3.9 SEC Filings; Financial Statements.

                  (a) TeleCorp has timely filed all forms, reports, schedules,
statements and documents required to be filed by it with the SEC since October
13, 1999 (collectively, with the Registration Statement on Form S-1 dated
October 20, 1999, as amended (the "TeleCorp S-1"), the "TeleCorp SEC Reports")
pursuant to the Federal securities Laws and the SEC regulations promulgated
thereunder. The TeleCorp SEC Reports were prepared in accordance, and complied
as of their respective filing dates in all material respects, with the
requirements of the Exchange Act and the Securities Act and the rules and
regulations promulgated thereunder and did not at the time they were filed (or
if amended or superseded by a filing prior to the date hereof, then on the
date of such filing) contain any untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary in order
to make the statements therein, in light of the circumstances under which they
were made, not misleading. None of TeleCorp's Subsidiaries has filed, or is
obligated to file, any forms, reports, schedules, statements or other
documents with the SEC.

                  (b) Each of the audited and unaudited consolidated financial
statements (including, in each case, any related notes and schedules thereto)
contained in the TeleCorp SEC Reports (i) complied in all material respects
with applicable accounting requirements and the published regulations of the
SEC with respect thereto, (ii) were prepared in accordance with generally
accepted accounting principles ("GAAP") (except, in the case of unaudited
statements, to the extent otherwise permitted by Form 10-Q) applied on a
consistent basis throughout the periods involved (except as may be expressly
described in the notes thereto) and (iii) fairly present in all material
respects the consolidated financial position of TeleCorp and its Subsidiaries
as at the respective dates thereof and the consolidated results of its
operations and cash flows for the periods indicated, subject in the case of
interim financial statements to normal year-end adjustments.

                  3.10 Licenses and Authorizations.

                  (a) TeleCorp and its Subsidiaries hold all licenses,
permits, certificates, franchises, ordinances, registrations, or other rights,
applications and authorizations required to be filed with or granted or issued
by any Governmental Authority, including, without limitation, the FCC or any
state authority asserting over TeleCorp, its Subsidiaries and their respective
properties and assets, that are required for the conduct of their businesses
as currently being conducted (each, as amended to date, the "TeleCorp
Authorizations"), other than such licenses, permits, certificates, franchises,
ordinances, registrations, or other rights, applications and authorizations
the absence of which would not, individually or in the aggregate, be
reasonably likely to have a TeleCorp Material Adverse Effect or prevent or
materially impair or delay the ability of TeleCorp to consummate the
transactions contemplated hereby. TeleCorp has made available to Tritel a
true, complete and correct list of such TeleCorp Authorizations.

                  (b) TeleCorp has previously made available to Tritel and
AT&T a true, complete and correct list of (i) each application of TeleCorp or
any of its Subsidiaries pending before the FCC (the "TeleCorp FCC
Applications"); (ii) each FCC permit and FCC license which is not a TeleCorp
Authorization but in which TeleCorp or any of its Subsidiaries, directly or
indirectly, holds an interest, including as a stakeholder in the licensee
(collectively, the "Indirect TeleCorp Authorizations"); and (iii) all
licenses, permits, certificates, franchises, ordinances, registrations, or
other rights, applications and authorizations for the benefit of TeleCorp or
any of its Subsidiaries , as applicable, pending before any state authority
(collectively, the "TeleCorp State Authorizations"). The TeleCorp
Authorizations, the TeleCorp FCC Applications, the Indirect TeleCorp
Authorizations and the TeleCorp State Authorizations (collectively, the
"TeleCorp Licenses and Applications") are the only Federal, state or local
licenses, permits, certificates, franchises, ordinances, registrations, or
other rights, applications and authorizations that are required for the
conduct of the business and operations of TeleCorp and its Subsidiaries as
currently conducted, other than such licenses, permits, certificates,
franchises, ordinances, registrations, or other rights, applications and
authorizations the absence of which would not, individually or in the
aggregate, be considered reasonably likely to have a TeleCorp Material Adverse
Effect or prevent or materially delay or impair the ability of TeleCorp to
consummate the transactions contemplated hereby.

                  (c) The TeleCorp Authorizations and, to the knowledge of
TeleCorp, the Indirect TeleCorp Authorizations, are in full force and effect
and, except as disclosed on Schedule 3.10(c), have not been pledged or
otherwise encumbered, assigned, suspended or modified in any material respect
(except as a result of FCC rule changes applicable to the PCS industry
generally), canceled or revoked, and TeleCorp and each of its Subsidiaries
have each operated in compliance with all terms thereof or any renewals
thereof applicable to them, other than where the failure to so comply would
not, individually or in the aggregate, be considered reasonably likely to have
a TeleCorp Material Adverse Effect or materially impair the ability of
TeleCorp to consummate the transactions contemplated hereby. To the knowledge
of TeleCorp, no event has occurred with respect to any of the TeleCorp
Authorizations which permits, or after notice or lapse of time or both would
permit, revocation or termination thereof or would result in any other
material impairment of the rights of the holder of any such TeleCorp
Authorizations. To the knowledge of TeleCorp, there is not pending any
application, petition, objection or other pleading with the FCC, any state
authority or any similar entity having jurisdiction or authority over the
operations of TeleCorp or any of its Subsidiaries which questions the validity
or contests any TeleCorp Authorization or which could reasonably be expected,
if accepted or granted, to result in the revocation, cancellation, suspension
or any materially adverse modification of any TeleCorp Authorization.

                  (d) Except for the approvals contemplated by Section 3.6, no
permit, consent, approval, authorization, qualification or registration of, or
declaration to or filing with, any Governmental Entity is required to be made
or obtained by TeleCorp or any of its Subsidiaries in connection with the
transfer or deemed transfer of the TeleCorp Licenses and Authorizations as a
result of the consummation of the transactions contemplated hereby and such
transactions will not result in a breach of such approvals, except where the
failure to obtain or make such permit, consent, approval, authorization,
qualification, registration, declaration or filing would not be considered
reasonably likely to have a TeleCorp Material Adverse Effect or prevent or
materially impair or delay the ability of TeleCorp to consummate the
transactions contemplated hereby.

                  3.11 No Violation of Law. The business of TeleCorp and its
Subsidiaries is not being conducted in violation of any Laws, except for
possible violations none of which, individually or in the aggregate, would
reasonably be expected to have a TeleCorp Material Adverse Effect. Except as
disclosed in TeleCorp SEC Reports, no investigation, review or proceeding by
any Governmental Authority (including, without limitation, any stock exchange
or other self-regulatory body) with respect to TeleCorp or its Subsidiaries in
relation to any alleged violation of law or regulation is pending or, to
TeleCorp's knowledge, threatened, nor has any Governmental Authority
(including, without limitation, any stock exchange or other self-regulatory
body) indicated an intention to conduct the same, except for such
investigations which, if they resulted in adverse findings, would not
reasonably be expected to have, individually or in the aggregate, a TeleCorp
Material Adverse Effect. Except as set forth in the TeleCorp SEC Reports,
neither TeleCorp nor any of its Subsidiaries is subject to any cease and
desist or other order, judgment, injunction or decree issued by, or is a party
to any written agreement, consent agreement or memorandum of understanding
with, or is a party to any commitment letter or similar undertaking to, or is
subject to any order or directive by, or has adopted any board resolutions at
the request of, any Governmental Authority that materially restricts the
conduct of its business or which would reasonably be expected to have a
TeleCorp Material Adverse Effect, nor has TeleCorp or any of its Subsidiaries
been advised that any Governmental Authority is considering issuing or
requesting any of the foregoing. None of the representations and warranties
made in this Section 3.11 are being made with respect to Environmental Laws.

                  3.12 Absence of Certain Changes or Events.

                  (a) Since September 30, 1999, TeleCorp and its Subsidiaries
have conducted their businesses only in the ordinary course of business
consistent with past practice (the "Ordinary Course of Business") and, since
such date, there has not been any change, event, development, damage or
circumstance affecting TeleCorp or any of its Subsidiaries which, individually
or in the aggregate, has had, or could reasonably be expected to have, a
TeleCorp Material Adverse Effect.

                  (b) Since September 30, 1999, (i) there has not been any
material change by TeleCorp in its accounting methods, principles or
practices, any revaluation by TeleCorp of any of its assets, including writing
down the value of inventory or writing off notes or accounts receivable other
than in the Ordinary Course of Business, and (ii) there has not been (A) any
other action or event, and neither TeleCorp nor any of its Subsidiaries has
agreed in writing or otherwise to take any other action, that would have
required the consent of Tritel pursuant to Section 6.2(a) had such action or
event occurred after the date hereof and prior to the Effective Time, or (B)
any condition, event or occurrence which could reasonably be expected to
prevent, hinder or materially delay the ability of TeleCorp to consummate the
transactions contemplated by this Agreement or the Related Agreements to which
it is a party.

                  3.13 No Undisclosed Liabilities. TeleCorp and its
Subsidiaries do not have any liabilities or obligations of any nature (whether
absolute, accrued, fixed, contingent or otherwise) which would be required to
be reflected in financial statements prepared in accordance with GAAP, except
liabilities or obligations which (i) are reflected in the TeleCorp SEC
Reports, or (ii) have been incurred in the Ordinary Course of Business since
September 30, 1999.

                  3.14 Absence of Litigation. There is no Litigation (as
defined in Section 10.4) pending or, to the knowledge of TeleCorp, threatened
against TeleCorp or any of its Subsidiaries, or any properties or rights of
TeleCorp or any of its Subsidiaries, before or subject to any Court (as
defined in Section 10.4) or Governmental Authority which, individually or in
the aggregate, has had, or would reasonably be expected to have, a TeleCorp
Material Adverse Effect or would prevent, or materially hinder or delay
TeleCorp from consummating the transactions contemplated by this Agreement.

                  3.15 Employee Benefit Plans.

                  (a) TeleCorp has made available to Tritel true, complete and
correct copies of all employee benefit plans (as defined in Section 3(3) of
the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) and
all bonus, stock or other security option, stock or other security purchase,
stock or other security appreciation rights, incentive, deferred compensation,
retirement or supplemental retirement, severance, golden parachute, vacation,
cafeteria, dependent care, medical care, employee assistance program,
education or tuition assistance programs, plant closing or similar benefit
plans, retiree health or life benefit plans, insurance and other similar
fringe or employee benefit plans, programs or arrangements, and any executive
employment or executive compensation or severance agreements, or a written
summary of the material terms of any of the foregoing agreements if not in
writing, which have ever been sponsored, maintained, contributed to or entered
into for the benefit of, or relating to, any present or former employee,
officer, director or consultant of TeleCorp or any of its Subsidiaries, or any
trade or business (whether or not incorporated) which is a member of a
controlled group or which is under common control with TeleCorp, or any
Subsidiary of TeleCorp, within the meaning of Section 414 of the Code or
Section 4001 of ERISA (a "TeleCorp ERISA Affiliate"), whether or not such plan
is terminated (together, the "TeleCorp Employee Plans"). In addition, TeleCorp
has made available to Tritel with respect to each TeleCorp Employee Plan true,
complete and correct copies of each of the following, if applicable: the most
recent summary plan description and any subsequent summary of material
modifications, any related trust, insurance policy or other funding vehicle or
contract providing for benefits, and the three most recent Form 5500 series
Annual Report with all schedules filed with the IRS. Subject to the
requirements of ERISA, there are no restrictions on the ability of the sponsor
of each TeleCorp Employee Plan to amend or terminate any TeleCorp Employee
Plan and each TeleCorp Employee Plan may with the Consent of TeleCorp (or
applicable Subsidiary or TeleCorp ERISA Affiliate) be assumed by the Holding
Company or the First Merger Sub, as the case may be.

                  (b) There has been no "prohibited transaction," as such term
is defined in Section 406 of ERISA and Section 4975 of the Code, with respect
to any TeleCorp Employee Plan; there are no claims pending (other than routine
claims for benefits) or threatened against any TeleCorp Employee Plan or
against the assets of any TeleCorp Employee Plan, nor are there any current or
threatened Liens on the assets of any TeleCorp Employee Plan; each TeleCorp
Employee Plan conforms to, and in its operation and administration is in all
material respects in compliance with the terms thereof and the requirements
prescribed by any and all statutes (including ERISA and the Code), orders, or
governmental rules and regulations currently in effect with respect thereto
(including, without limitation, all applicable requirements for notification,
reporting and disclosure to participants or the Department of Labor, the IRS
or Secretary of the Treasury), and TeleCorp, each of its Subsidiaries and
TeleCorp ERISA Affiliates have performed all obligations required to be
performed by them under, are not in default under or violation of, and have no
knowledge of any default or in violation by any other party with respect to,
any TeleCorp Employee Plan; each TeleCorp Employee Plan intended to qualify
under Section 401(a) of the Code and each corresponding trust intended to be
exempt under Section 501 of the Code has received or is the subject of a
favorable determination or opinion letter from the IRS (a true and complete
copy of which has been provided by TeleCorp to Tritel) and nothing has
occurred which may be expected to cause the loss of such qualification or
exemption; all contributions (including premiums for any insurance policy
under which benefits for any TeleCorp Employee Plan are provided) required to
be made to any TeleCorp Employee Plan pursuant to Section 412 of the Code, or
any contract, or the terms of the TeleCorp Employee Plan or any collective
bargaining agreement, or otherwise have been made on or before their due dates
and a reasonable amount has been accrued for contributions to each TeleCorp
Employee Plan for its current plan year; the transaction contemplated herein
will not directly or indirectly result in an increase of benefits,
acceleration of vesting or acceleration of timing for payment of any benefit
to any participant or beneficiary under any TeleCorp Employee Plan; each
TeleCorp Employee Plan, if any, which is maintained outside of the United
States has been operated in all material respects in conformance with the
applicable statutes or governmental regulations and rulings relating to such
plans in the jurisdictions in which such TeleCorp Employee Plan is present or
operates and, to the extent relevant, the United States; no TeleCorp Employee
Plan is an "employee pension benefit plan" (within the meaning of Section 3(2)
of ERISA) subject to Title IV of ERISA (a "Defined Benefit Plan"), or a
Multiemployer Plan (as such term is defined in Section 3(37) of ERISA), or a
"single-employer plan which has two or more contributing sponsors at least two
of whom are not under common control" as described in Section 4063 of ERISA,
and none of TeleCorp, any of its Subsidiaries or any TeleCorp ERISA Affiliate
has ever maintained or sponsored, participated in, or made or been obligated
to make contributions to such a Defined Benefit Plan or such a Multiemployer
Plan or such a single employer plan as described in Section 4063 of ERISA.

                  (c) Each TeleCorp Employee Plan that is a "group health
plan" (within the meaning of Code Section 5000(b)(1)) has been operated in
compliance in all material respects with all laws applicable to such plan, its
terms, and with the group health plan continuation coverage requirements of
Section 4980B of the Code and Sections 601 through 608 of ERISA ("COBRA
Coverage"), Section 4980D of the Code and Sections 701 through 707 of ERISA,
Title XXII of the Public Health Service Act, the provisions of the Social
Security Act, and the provisions of any similar law of any state providing for
continuation coverage, in each case to the extent such requirements are
applicable. No TeleCorp Employee Plan or written or oral agreement exists
which obligates TeleCorp, any of its Subsidiaries or any TeleCorp ERISA
Affiliate to provide health care coverage, medical, surgical, hospitalization,
death, life insurance or similar benefits (whether or not insured) to any
current or former employee, officer, director or consultant of TeleCorp, any
of its Subsidiaries or any TeleCorp ERISA Affiliate or to any other person
following such current or former employee's, officer's, director's or
consultant's termination of employment with TeleCorp, any of its Subsidiaries
or any TeleCorp ERISA Affiliate, other than COBRA Coverage.

                  (d) The consummation of the transactions contemplated by
this Agreement will not constitute a "prohibited transaction" under ERISA or
the Code for which an exemption is unavailable.

                  3.16 Employment and Labor Matters. There are no
controversies pending or threatened, between TeleCorp or any of its
Subsidiaries and any of their respective employees which could reasonably be
expected to have a TeleCorp Material Adverse Effect; neither TeleCorp nor any
of its Subsidiaries is a party to any collective bargaining agreement or other
labor union contract applicable to persons employed by TeleCorp or its
Subsidiaries nor to TeleCorp's knowledge are there any activities or
proceedings of any labor union to organize any such employees of TeleCorp or
any of its Subsidiaries. Since January 1, 1999, there have been no strikes,
slowdowns, work stoppages, lockouts, or threats thereof, by or with respect to
any employees of TeleCorp or any of its Subsidiaries. TeleCorp does not have
nor at the Closing will TeleCorp have any obligation under the Worker
Adjustment and Retraining Notification Act (the "WARN Act") as a result of any
acts of TeleCorp taken in connection with the transactions contemplated
hereby. Except as would not reasonably be expected to result in a TeleCorp
Material Adverse Effect, each of TeleCorp and its Subsidiaries is in
compliance with all applicable Federal, state, local, and foreign employment,
wage and hour, labor non-discrimination and other applicable laws or
regulations, except where failure to comply with such laws would not be
reasonably expected to have a TeleCorp Material Adverse Effect.

                  3.17 Registration Statement; Proxy Statement/Prospectus.
None of the information supplied by TeleCorp in writing for inclusion in the
registration statement on Form S-4, or any amendment or supplement thereto,
pursuant to which the shares of the Holding Company Capital Stock to be issued
in the Mergers will be registered with the SEC (including any amendments or
supplements, the "Registration Statement") shall, at the time such document is
filed, at the time amended or supplemented, at the time the Registration
Statement is declared effective by the SEC and at the Effective Time, contain
any untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading. None of the information supplied by TeleCorp for inclusion in the
joint proxy statement/prospectus to be sent to the stockholders of TeleCorp
and Tritel in connection with the respective special meetings of the
stockholders of TeleCorp (the "TeleCorp Stockholders' Meeting"), and Tritel
(the "Tritel Stockholders' Meeting") in connection with the Mergers (such
proxy statement/prospectus, as amended or supplemented, is referred to herein
as the "Joint Proxy Statement") will, on the date the Joint Proxy Statement is
first mailed to the stockholders of TeleCorp and Tritel, at the time of the
TeleCorp Stockholders' Meeting and the Tritel Stockholders' Meeting and at the
Effective Time, contain any untrue statement of a material fact or omit to
state any material fact necessary in order to make the statements made
therein, in light of the circumstances under which they were made, not
misleading. If at any time prior to the Effective Time any event relating to
TeleCorp or any of its Affiliates (as defined in Section 10.4), officers or
directors should be discovered by TeleCorp which should be set forth in an
amendment or supplement to the Registration Statement or an amendment or
supplement to the Joint Proxy Statement, TeleCorp shall promptly inform the
Holding Company, AT&T and Tritel. The Joint Proxy Statement (other then
information relating solely to Tritel) shall comply in all material respects
as to form and substance with the requirements of the Exchange Act and the
rules and regulations promulgated thereunder. Notwithstanding the foregoing,
TeleCorp makes no representation or warranty with respect to any information
supplied by Tritel or AT&T which is contained in the Registration Statement or
Joint Proxy Statement.

                  3.18 Absence of Restrictions on Business Activities. There
is no TeleCorp Material Agreement binding upon TeleCorp or any of its
Subsidiaries or any of their respective properties which has had or could
reasonably be expected to have the effect of prohibiting or materially
impairing any business practice of TeleCorp or any of its Subsidiaries or the
conduct of business by TeleCorp or any of its Subsidiaries as currently
conducted.

                  3.19 Title to Assets; Leases. Each of TeleCorp and its
Subsidiaries has good title to all of their owned properties and assets, free
and clear of all Liens, charges and encumbrances, except Liens for Taxes (as
defined in Section 3.20) not yet due and payable and such Liens or other
imperfections of title, if any, as do not materially detract from the value of
or interfere with the present use of the property affected thereby
(collectively, the "Permitted Encumbrances"). All leases pursuant to which
TeleCorp or any of its Subsidiaries lease real or personal property from
others are valid and effective in accordance with their respective terms, and
there is not, under any such lease, any existing material default or event of
default (or event which with notice or lapse of time, or both, would
constitute a material default) and in respect of which TeleCorp or such
Subsidiary has not taken adequate steps to prevent such a default from
occurring where such default would reasonably be expected to have a TeleCorp
Material Adverse Effect.

                  3.20 Taxes.

                  (a) For purposes of this Agreement, "Tax" or "Taxes" shall
mean (i) taxes and governmental impositions of any kind in the nature of (or
similar to) taxes, payable to any Federal, state, local or foreign taxing
authority, including but not limited to those on or measured by or referred to
as income, franchise, profits, gross receipts, capital ad valorem, custom
duties, alternative or add-on minimum taxes, estimated, environmental,
disability, registration, value added, sales, use, service, real or personal
property, capital stock, license, payroll, withholding, employment, social
security, workers' compensation, unemployment compensation, utility,
severance, production, excise, stamp, occupation, premiums, windfall profits,
transfer and gains taxes, and interest, penalties and additions to tax imposed
with respect thereto, (ii) liability for the payment of any amounts of the
types described in clause (i) as a result of being a member of an affiliated,
consolidated, combined or unitary group, and (iii) liability for the payment
of any amounts as a result of being party to any tax sharing agreement or as a
result of any express or implied obligation to indemnify any other person with
respect to the payment of any amounts of the type described in clause (i) or
(ii); and "Tax Returns" shall mean returns, reports and information
statements, including any schedule or attachment thereto, with respect to
Taxes required to be filed with the IRS or any other governmental or taxing
authority or agency, domestic or foreign, including consolidated, combined and
unitary tax returns.

                  (b) All Federal, state, local and foreign Tax Returns
required to be filed (taking into account extensions) by or on behalf of
TeleCorp, each of its Subsidiaries, and each affiliated, combined,
consolidated or unitary group for tax purposes of which TeleCorp or any of its
Subsidiaries is or has been a member have been timely filed, and all such Tax
Returns are true, complete and correct, except to the extent that any failure
to file or any inaccuracies in filed Tax Returns would not, individually or in
the aggregate, reasonably be expected to have a TeleCorp Material Adverse
Effect.

                  (c) All Taxes due and payable by or with respect to TeleCorp
and each of its Subsidiaries have been timely paid, or are adequately reserved
for (other than a reserve for deferred Taxes established to reflect timing
differences between book and Tax treatment) in accordance with GAAP on
TeleCorp's September 30, 1999 audited balance sheet (the "Most Recent TeleCorp
Balance Sheet"), except to the extent that such amount would not, individually
or in the aggregate, reasonably be expected to have a TeleCorp Material
Adverse Effect. No deficiencies, delinquencies or defaults for any Taxes have
been proposed, asserted or assessed either orally or in writing or become a
Lien for taxes against TeleCorp or any of its Subsidiaries that are not
adequately reserved for in accordance with GAAP on the Most Recent TeleCorp
Balance Sheet nor are there any outstanding Tax audits or inquiries. All
assessments for Taxes due and owing by or with respect to TeleCorp and each of
its Subsidiaries with respect to completed and settled examinations or
concluded litigation have been paid.

                  (d) Neither TeleCorp nor any of its Subsidiaries has
requested, or been granted any waiver of any Federal, state, local or foreign
statute of limitations with respect to, or any extension of a period for the
assessment of, any Tax. No extension or waiver of time within which to file
any Tax Return of, or applicable to, TeleCorp or any of its Subsidiaries has
been granted or requested which has not since expired. None of the Federal
income Tax Returns of TeleCorp or any of its Subsidiaries consolidated in such
returns either have been examined and settled with the IRS or have been closed
by virtue of the applicable statute of limitations.

                  (e) Other than with respect to its Subsidiaries, TeleCorp is
not and has never been (nor does TeleCorp have any liability for unpaid Taxes
because it once was) a member of an affiliated, consolidated, combined or
unitary group, and neither TeleCorp nor any of its Subsidiaries is a party to
any Tax allocation or sharing agreement or is liable for the Taxes of any
other party, as transferee or successor, by contract, or otherwise.

                  (f) TeleCorp and its Subsidiaries have not made any
payments, are not obligated to make any payments, and are not a party to any
agreements that under any circumstances could obligate any of them to make any
payments that will not be deductible under Section 280G of the Code or would
constitute compensation in excess of the limitation set forth in Section
162(m) of the Code.

                  (g) TeleCorp has not been a United States real property
holding corporation within the meaning of Section 897(c)(2) of the Code during
the applicable period specified in Section 897(c)(1)(A)(ii) of the Code.

                  (h) Each of TeleCorp and its Subsidiaries has complied in
all material respects with all applicable Laws relating to the payment and
withholding of Taxes (including, without limitation, withholding of Taxes
pursuant to Sections 1441, 1442 and 3406 of the Code or similar provisions
under any foreign Laws) and have, within the time and in the manner required
by Law, been withheld from employee wages and paid over to the proper
Governmental Authorities all amounts required to be so withheld and paid over
under all applicable Laws.

                  (i) Neither TeleCorp nor any Subsidiary has executed or
entered into any closing agreement under Section 7121 of the Code (or any
similar provision of state, local or foreign law) or has agreed to make any
adjustment to its income or deductions pursuant to Section 481(a) of the Code
(or similar provision of state, local or foreign law), in either case that
could affect the Tax liability after the Closing Date to any material extent.

                  (j) None of TeleCorp or any of its Subsidiaries shall be
required to include in a taxable period ending after the Effective Time a
material amount of a taxable income attributable to income that accrued in a
prior taxable period but was not recognized in any prior taxable period as a
result of the installment method of accounting, the completed contract method
of accounting, the long-term contract method of accounting, the cash method of
accounting or Section 481 of the Code or comparable provisions of state, local
or foreign tax law.

                  3.21 Environmental Matters. Except for such instances, if
any, which would not, individually or in the aggregate, reasonably be expected
to have a TeleCorp Material Adverse Effect, (i) TeleCorp and each of its
Subsidiaries have obtained all applicable permits, licenses and other
authorizations which are required under applicable Environmental Laws as
defined below; (ii) TeleCorp and each of its Subsidiaries are in full
compliance with all applicable Environmental Laws and with the terms and
conditions of all required permits, licenses and authorizations, and also are
in compliance with all other limitations, restrictions, conditions, standards,
prohibitions, requirements, obligations, schedules and timetables contained in
such laws or contained in any applicable regulation, code, plan, order,
decree, judgment, notice or demand letter issued, entered, promulgated or
approved thereunder; and (iii) as of the date hereof, there has not been any
event, condition, circumstance, activity, practice, incident, action or plan
which is reasonably likely to interfere with or prevent continued compliance
with the terms of such permits, licenses and authorizations or which would
give rise to any common law or statutory liability, or otherwise form the
basis of any claim, action, suit or proceeding, based on or resulting from
TeleCorp's or any of its Subsidiaries' (or any of their respective agent's)
manufacture, processing, distribution, use, treatment, storage, disposal,
transport, or handling, or the emission, discharge, or release into the
environment, of any Hazardous Material (as defined below); and (iv) TeleCorp
and each of its subsidiaries has taken all actions necessary under applicable
requirements of federal, state or local laws, rules or regulations to register
any products or materials required to be registered by TeleCorp or its
Subsidiaries (or any of their respective agents) thereunder. There is no
civil, criminal or administrative action, suit, demand, claim, hearing, notice
of violation, investigation, proceeding, notice or demand letter pending or,
to the knowledge of TeleCorp, threatened against TeleCorp or any of its
Subsidiaries relating in any way to the Environmental Laws (as defined in
Section 10.4) or any Regulation, code, plan, Order, decree, judgment, notice
or demand letter issued, entered, promulgated or approved thereunder.

                  3.22 Intellectual Property.

                  (a) TeleCorp and its Subsidiaries own, or are licensed or
otherwise possess legally enforceable rights to use, all patents, trademarks,
trade names, service marks, copyrights and mask works, any applications for
and registrations of such patents, trademarks, trade names, service marks,
copyrights and mask works, and all processes, formulae, methods, schematics,
technology, know-how, computer software programs or applications and tangible
or intangible proprietary information or material that are necessary to
conduct the business of TeleCorp and its Subsidiaries as currently conducted,
the absence of which would be considered reasonably likely to have a TeleCorp
Material Adverse Effect (the "TeleCorp Intellectual Property Rights").

                  (b) Neither TeleCorp nor any of its Subsidiaries is, or will
as a result of the execution and delivery of this Agreement or the performance
of TeleCorp's obligations under this Agreement or otherwise be, in breach of
any license, sublicense or other agreement relating to the TeleCorp
Intellectual Property Rights, or any material licenses, sublicenses and other
agreements as to which TeleCorp or any of its Subsidiaries is a party and
pursuant to which TeleCorp or any of its Subsidiaries is authorized to use any
third party patents, trademarks or copyrights, including software ("TeleCorp
Third Party Intellectual Property Rights") which is used by TeleCorp or any of
its Subsidiaries, the breach of which would be considered reasonably likely to
have a TeleCorp Material Adverse Effect.

                  (c) All patents, registered trademarks, service marks and
copyrights which are held by TeleCorp or any of its Subsidiaries, and which
are material to the business of TeleCorp and its Subsidiaries, taken as a
whole, are valid and subsisting. TeleCorp (i) has not been sued in any suit,
action or proceeding which involves a claim of infringement of any patents,
trademarks, service marks, copyrights or violation of any trade secret or
other proprietary right of any third party; and (ii) has no knowledge that the
marketing, licensing or sale of its services infringes any patent, trademark,
service mark, copyright, trade secret or other proprietary right of any third
party, which infringement would reasonably be expected to have a TeleCorp
Material Adverse Effect.

                  3.23 No Restrictions on the Merger; Takeover Statutes. No
applicable takeover statute or similar Law and no provision of the Certificate
of Incorporation or By-laws, or other organizational document or governing
instruments of TeleCorp or any of its Subsidiaries or any TeleCorp Material
Agreement to which any of them is a party (a) would or would purport to impose
restrictions which might adversely affect or delay the consummation of the
transactions contemplated by this Agreement, the TeleCorp Voting Agreement,
the Investor Stockholder Agreement or the Stockholders Agreement or (b) as a
result of the consummation of the transactions contemplated by this Agreement,
the TeleCorp Voting Agreement or the Stockholders Agreement (i) would or would
purport to restrict or impair the ability of the Holding Company to vote or
otherwise exercise the rights of a stockholder with respect to securities of
TeleCorp, any of its Subsidiaries or TeleCorp II or (ii) would or would
purport to entitle any Person to acquire securities of TeleCorp or TeleCorp
II.

                  3.24 Tax Matters. Neither TeleCorp nor any of its Affiliates
has taken or agreed to take any action, failed to take any action or is aware
of any fact or circumstance that is reasonably likely to prevent the Mergers
and the Contribution, taken together, from constituting a tax-free transaction
within the meaning of Section 351 of the Code or that would cause either
Merger to fail to qualify as a tax-free reorganization under Section 368(a) of
the Code.

                  3.25 Brokers. Except for Lehman Brothers Inc. ("Lehman
Brothers"), no broker, financial advisor, finder or investment banker or other
Person is entitled to any broker's, financial advisor's, finder's or other fee
or commission in connection with the transactions contemplated by this
Agreement based upon arrangements made by or on behalf of TeleCorp. TeleCorp
has heretofore furnished to Tritel a true, complete and correct copy of all
agreements between TeleCorp and Lehman Brothers pursuant to which such firm
would be entitled to any payment relating to the transactions contemplated
hereunder.

                  3.26 Opinion of Financial Advisor. TeleCorp has received the
written opinion of its financial advisor, Lehman Brothers, to the effect that,
in its opinion, as of the date hereof, from a financial point of view the
exchange ratio in the Mergers is fair to the stockholders of TeleCorp, and
TeleCorp has provided copies of such opinion to Tritel.

                                  ARTICLE IV

                   REPRESENTATIONS AND WARRANTIES OF TRITEL

                  Except as set forth in the Tritel SEC Reports (as defined in
Section 4.9) or the Tritel Disclosure Schedule previously delivered to
TeleCorp (the "Tritel Disclosure Schedule"), Tritel, on behalf of itself and
its Subsidiaries, represents and warrants to TeleCorp and AT&T that the
statements contained in this Article IV are true, complete and correct. The
Tritel Disclosure Schedule shall be arranged in paragraphs corresponding to
the numbered and lettered paragraphs contained in this Article IV, and the
disclosure in any paragraph shall qualify only the corresponding paragraph of
this Article IV, unless the disclosure contained in such paragraph contains
such information so as to enable a reasonable person to determine that such
disclosure qualifies or otherwise applies to other paragraphs of this Article
IV. As used in this Agreement, a "Tritel Material Adverse Effect" means any
change, event or effect that is materially adverse to the business, assets
(including intangible assets), financial condition or results of operations of
Tritel and its Subsidiaries, taken as a whole, excluding any adverse change
in, or effect on, the financial condition or revenues of Tritel to the extent
attributable to (i) general economic conditions in the United States and (ii)
conditions affecting the wireless communications industry generally.

                  4.1 Organization and Qualification; Subsidiaries.

                  (a) Tritel is a corporation duly incorporated, validly
existing and in good standing under the laws of the State of Delaware and has
all the requisite corporate power and authority necessary to own, lease and
operate its properties and to carry on its business as it is now being
conducted. Tritel is duly qualified or licensed as a foreign corporation to do
business, and is in good standing, in each jurisdiction where the character of
the properties owned, leased or operated by it or the nature of its activities
makes such qualification or licensing necessary, except where the failure to
be so qualified would not, individually or in the aggregate, reasonably be
expected to have a Tritel Material Adverse Effect.

                  (b) All of the shares of capital stock of each Subsidiary of
Tritel are owned by Tritel or by a Subsidiary of Tritel (other than director's
qualifying shares in the case of foreign Subsidiaries), and are validly
issued, fully paid and non-assessable, and there are no outstanding
subscriptions, options, calls, contracts, voting trusts, proxies or other
commitments, understandings, restrictions, arrangements, rights or warrants
with respect any such Subsidiaries capital stock.

                  (c) Each Subsidiary of Tritel is a legal entity, duly
incorporated or organized, validly existing and in good standing under the
laws of its respective jurisdiction of incorporation or organization and has
all the requisite power and authority necessary to own, lease and operate its
properties and to carry on its business as it is now being conducted. Each
Subsidiary of Tritel is duly qualified or licensed as a foreign corporation to
do business, and is in good standing, in each jurisdiction where the character
of the properties owned, leased or operated by it or the nature of its
activities makes such qualification or licensing necessary, except where the
failure to be so qualified would not, individually or in the aggregate,
reasonably be expected to have a Tritel Material Adverse Effect.

                  4.2 Certificate of Incorporation; By-laws. Tritel has
heretofore made available to TeleCorp a true, complete and correct copy of its
and each of its Subsidiaries' respective Certificate of Incorporation and
By-laws (or other equivalent organizational documents), each as amended or
restated to date. Each such Certificate of Incorporation and By-laws (or other
equivalent organizational documents) of Tritel and each of its Subsidiaries
are in full force and effect. Neither Tritel nor any of its Subsidiaries is in
violation of any of the provisions of its Certificate of Incorporation or
By-laws or other equivalent organizational documents.

                  4.3 Capitalization.

                  (a) The authorized capital of Tritel consists of: (i)
1,016,000,009 shares of Tritel Common Stock, consisting of: (A) 500,000,000
shares of Tritel Class A Voting Common Stock, (B) 500,000,000 shares of Tritel
Class B Non-Voting Common Stock, (C) 4,000,000 shares of Tritel Class C Common
Stock, (D) 12,000,000 shares of Tritel Class D Common Stock, and (E) nine
shares of Tritel Voting Preference Common Stock; (ii) 3,100,000 shares of
Tritel Preferred Stock, consisting of: (A) 200,000 shares of Tritel Series A
Preferred Stock, (B) 300,000 shares of Tritel Series B Preferred Stock, (C)
500,000 shares of Tritel Series C Preferred Stock, (D) 100,000 shares of
Tritel Series D Preferred Stock, and (E) 2,000,000 undesignated shares;

                  (b) As of January 31, 2000: (i) 107,068,559 shares of Tritel
Common Stock were issued and outstanding, which consisted of: (A) 97,798,181
shares of Tritel Class A Voting Common Stock, (B) 2,927,120 shares of Tritel
Class B Common Stock, (C) 1,380,448 shares of Tritel Class C Common Stock, (D)
4,962,804 shares of Tritel Class D Common Stock and (E) six shares of Tritel
Voting Preference Common Stock; (ii) 137,042 shares of Tritel Preferred Stock
were issued and outstanding, which consisted of: (A) 90,668 shares of Tritel
Series A Preferred Stock, (B) 46,374 shares of Tritel Series D Preferred
Stock; (iii) 4,885.56 shares of Tritel Common Stock were held in treasury;
(iv) no shares of Tritel Capital Stock were held by any Subsidiary of Tritel;
and (v) there were outstanding employee and non-employee options in the amount
set forth on Schedule 4.3(b) (the "Tritel Options"), with the exercise price,
vesting schedule, and name of each holder of such options and the amount of
options held by each such holder specified on Schedule 4.3(b). None of the
outstanding shares of Tritel Common Stock are subject to, nor were they issued
in violation of, any purchase option, call option, right of first refusal,
preemptive right, subscription right or any similar right.

                  (c) Except as set forth above, no shares of voting or
non-voting capital stock, other equity interests, or other voting securities
of Tritel were or are issued, reserved for issuance or outstanding. All
outstanding shares of Tritel Capital Stock are, and all shares which may be
issued upon the exercise of Tritel Options will be, when issued, duly
authorized, validly issued, fully paid and non-assessable and not subject to
any kind of preemptive (or similar) rights. There are no bonds, debentures,
notes or other indebtedness of Tritel with voting rights (or convertible into,
or exchangeable for, securities with voting rights) on any matters on which
stockholders of Tritel may vote.

                  (d) All of the outstanding shares of capital stock or other
security or equity interests of each of Tritel's Subsidiaries have been duly
authorized, validly issued, fully paid and non-assessable, are not subject to,
and were not issued in violation of, any preemptive (or similar) rights, and
are owned, of record and beneficially, by Tritel or one of its direct or
indirect Subsidiaries, free and clear of all Liens whatsoever. There are no
restrictions of any kind which prevent the payment of dividends, where
applicable, by any of Tritel's Subsidiaries, and neither Tritel nor any of its
Subsidiaries is subject to any obligation or requirement to provide funds for
or to make any investment (in the form of a loan or capital contribution) to
or in any Person.

                  (e) Section 4.3(e) of Tritel Disclosure Schedule sets forth
a true, complete and correct list of all securities, options, warrants, calls,
rights, commitments, agreements, arrangements or undertakings of any kind
(contingent or otherwise) to which Tritel or any of its Subsidiaries is a
party or by which any of them is bound obligating Tritel or any of its
Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or
sold, additional shares of capital stock or other voting securities of Tritel
or of any of its Subsidiaries or obligating Tritel or any of its Subsidiaries
to issue, grant, extend or enter into any such security, option, warrant,
call, right, commitment, agreement, arrangement or undertaking (other than the
Tritel Options) and specifying the material terms of each such security,
option, warrant, call, right, commitment, agreement, arrangement or
undertaking including the applicable exercise price or purchase price and the
name of the person or entity to whom each such security, option, warrant,
call, right, commitment, agreement, arrangement or undertaking was issued.
There are no outstanding contractual obligations of Tritel or any of its
Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital
stock (or options to acquire any such shares) or other security or equity
interest of Tritel or its Subsidiaries. There are not outstanding any
stock-appreciation rights, security-based performance units, "phantom" stock
or other security rights or other agreements, arrangements or commitments of
any character (contingent or otherwise) pursuant to which any Person is or may
be entitled to receive any payment or other value based on the revenues,
earnings or financial performance, stock price performance or other attribute
of Tritel or any of its Subsidiaries or assets or calculated in accordance
therewith (other than ordinary course payments or commissions to sales
representatives of Tritel based upon revenues generated by them without
augmentation as a result of the transactions contemplated hereby) or to cause
Tritel or any of its Subsidiaries to file a registration statement under the
Securities Act, or which otherwise relate to the registration of any
securities of Tritel or its Subsidiaries.

                  (f) Except as set forth in the Tritel SEC Reports or as
contemplated by the Stockholders Agreement, there are no voting trusts,
proxies or other agreements, commitments or understandings of any character to
which Tritel or any of its Subsidiaries or, to the knowledge of Tritel, any of
the stockholders of Tritel, is a party or by which any of them is bound with
respect to the issuance, holding, acquisition, voting or disposition of any
shares of capital stock or other security or equity interest of Tritel or any
of its Subsidiaries.

                  4.4 Authority; Enforceability. Tritel has all necessary
corporate power and authority to execute and deliver this Agreement and each
Related Agreement to which it is a party, and to perform its obligations
hereunder and thereunder and to consummate the transactions contemplated
hereby and thereby. The execution and delivery by Tritel of this Agreement and
each Related Agreement to which it is a party, the performance of its
obligations hereunder and thereunder, and the consummation by Tritel of the
transactions contemplated hereby and thereby, have been duly and validly
authorized by all corporate action and no other corporate proceedings on the
part of Tritel are necessary to authorize this Agreement or any Related
Agreement to which it is a party or to consummate the transactions so
contemplated, other than the approval and authorization of this Agreement and
the Second Merger by votes of the holders of a majority of the outstanding
shares of Tritel Capital Stock entitled to vote thereon in accordance with the
DGCL and Tritel's Certificate of Incorporation and By-laws. Each of this
Agreement and the Related Agreements to which Tritel is a party has been duly
and validly executed and delivered by Tritel and, assuming the due
authorization, execution and delivery thereof by all other parties to such
agreements, constitutes a legal, valid and binding obligation of Tritel in
accordance with its terms.

                  4.5 Required Vote. The Board of Directors of Tritel has, at
a meeting duly called and held, (i) approved and declared advisable this
Agreement and approved each Related Agreement to which it is a party, (ii)
determined that the transactions contemplated hereby and thereby are
advisable, fair to and in the best interests of the holders of Tritel Capital
Stock, (iii) resolved to recommend adoption of this Agreement, the Second
Merger and the other transactions contemplated hereby and thereby to the
stockholders of Tritel and (iv) directed that this Agreement be submitted to
the stockholders of Tritel for their approval and authorization. The
affirmative vote of a majority of the voting power of all outstanding shares
of Tritel Class A Voting Stock and Tritel Voting Preference Common Stock
voting as a class is the only vote of the holders of any class or series of
capital stock of Tritel necessary to approve and authorize this Agreement, the
Second Merger, the Related Agreements (to the extent Tritel is a party
thereto) and the other transactions contemplated hereby and thereby in their
capacity as stockholders of Tritel.

                  4.6 No Conflict; Required Filings and Consents.

                  (a) The execution and delivery by Tritel of this Agreement
and the Related Agreements to which it is a party do not, and the performance
of this Agreement and the Related Agreements to which it is a party will not,
(i) conflict with or violate the Certificate of Incorporation or By-laws or
other equivalent organizational documents of Tritel or any of its
Subsidiaries, (ii) conflict with or violate any Law, Regulation or Order in
each case applicable to Tritel or any of its Subsidiaries or by which any of
their respective properties is bound or affected, or (iii) result in any
breach or violation of or constitute a default (or an event that with notice
or lapse of time or both would become a default) under, or impair Tritel's or
any of its Subsidiaries' rights or alter the rights or obligations of any
third party under, or give to others any rights of termination, amendment,
acceleration or cancellation of, or result in the creation of a Lien on any of
the properties or assets of Tritel or any of its Subsidiaries pursuant to, any
note, bond, mortgage, indenture, contract, agreement, lease, license, permit,
franchise or other instrument or obligation to which Tritel or any of its
Subsidiaries is a party or by which Tritel or any of its Subsidiaries or its
or any of their respective properties is bound or affected, except in the case
of clauses (ii) or (iii) above, for any such conflicts, breaches, violations,
defaults or other occurrences that would not (x) individually or in the
aggregate, reasonably be expected to have a Tritel Material Adverse Effect,
(y) prevent or materially impair or delay the consummation of the transactions
contemplated by this Agreement and the Related Agreements or (z) for purposes
of this representation being made to AT&T, individually, or the aggregate,
reasonably be expected to have a Material Adverse Effect on the value of the
Shares.

                  (b) The execution and delivery by Tritel of this Agreement
and the Related Agreements to which it is a party do not, and the performance
of this Agreement and the Related Agreements, will not, require Tritel or any
of its Subsidiaries to obtain any approval of any Person or approval of,
observe any waiting period imposed by, or make any filing with or notification
to, any Governmental Authority domestic or foreign, except for (i) compliance
with applicable requirements of the Securities Act, the Securities Exchange
Act, Blue Sky Laws, the HSR Act, or any Foreign Competition Laws, the
Communications Act, and the regulations of the FCC, state public utility,
telecommunications or public service laws, (ii) the filing of the Certificates
of Merger in accordance with the DGCL and/or (iii) where the failure to obtain
such approvals, or to make such filings or notifications, would not,
individually or in the aggregate, reasonably be expected to have a Tritel
Material Adverse Effect or prevent or materially delay the consummation of the
transactions contemplated by this Agreement.

                  4.7 Material Agreements. Neither Tritel nor any of its
Subsidiaries has breached, or received in writing any claim or threat that it
has breached, any of the terms or conditions of any agreement, contract or
commitment that is of a type which is required to be included as an exhibit to
the annual reports on Form 10-K required to be filed by Tritel pursuant to
Item 601 of Regulation S-K promulgated by the SEC (collectively, the "Tritel
Material Contracts") in such a manner as would permit any other party to
cancel or terminate the same or would permit any other party to collect
material damages from Tritel or any of its Subsidiaries under any Tritel
Material Contract. Each Tritel Material Agreement is in full force and effect,
is a valid and binding obligation of Tritel or such Subsidiary and, to the
knowledge of Tritel, of each other party thereto and is enforceable against
Tritel or such Subsidiary in accordance with its terms, and, to the knowledge
of Tritel, enforceable against each other party thereto, in each case except
that the enforcement thereof may be limited by (i) the effects of bankruptcy,
insolvency, reorganization, moratorium or other similar law now or hereafter
in effect relating to creditors' rights generally and (ii) general principles
of equity (regardless of whether enforceability is considered in a proceeding
in equity or at law), and such Tritel Material Agreements will continue to be
valid, binding and enforceable in accordance with their respective terms and
in full force and effect immediately following the consummation of the
transactions contemplated hereby with no material alteration or acceleration
or increase in fees or liabilities. Neither Tritel nor any of its Subsidiaries
is or is alleged to be and, to the knowledge of Tritel, no other party is or
is alleged to be in default under, or in breach or violation of, any Tritel
Material Agreement, and, to the knowledge of Tritel, no event has occurred
which (whether with or without notice or lapse of time or both) would
constitute such a default, breach or violation. To the knowledge of Tritel, no
party to a Tritel Material Contract has terminated or in any way expressed an
intent to materially reduce or terminate the amount of business with Tritel
and its Subsidiaries in the future.

                  4.8 Compliance. Each of Tritel and its Subsidiaries is in
compliance in all material respects with, and is not in default or violation
of, (i) its Certificate of Incorporation and By-laws or other equivalent
organizational documents, (ii) any Law or Order or by which any of their
respective assets or properties are bound or affected or (iii) any note, bond,
mortgage, indenture, contract, permit, franchise or other instruments or
obligations to which any of them are a party or by which any of them or any of
their respective assets or properties are bound or affected, except, in the
case of clauses (ii) and (iii), for any such failures of compliance, defaults
and violations which would not, individually or in the aggregate, reasonably
be expected to have a Tritel Material Adverse Effect.

                  4.9 SEC Filings; Financial Statements.

                  (a) Tritel has timely filed all forms, reports, schedules,
statements and documents required to be filed with the SEC since November 17,
1999 (collectively, with Registration Statement on Form S-1 dated November 18,
1999, as amended (the "Tritel S-1"), the "Tritel SEC Reports") pursuant to the
Federal securities Laws and the SEC regulations promulgated thereunder. The
Tritel SEC Reports were prepared in accordance, and complied as of their
respective filing dates in all material respects, with the requirements of the
Exchange Act and the Securities Act and the rules and regulations promulgated
thereunder and did not at the time they were filed (or if amended or
superseded by a filing prior to the date hereof, then on the date of such
filing) contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary in order to make the
statements therein, in light of the circumstances under which they were made,
not misleading. None of Tritel's Subsidiaries has filed, or is obligated to
file, any forms, reports, schedules, statements or other documents with the
SEC.

                  (b) Each of the audited and unaudited consolidated financial
statements (including, in each case, any related notes and schedules thereto)
contained in the Tritel SEC Reports (i) complied in all material respects with
applicable accounting requirements and the published regulations of the SEC
with respect thereto, (ii) were prepared in accordance with GAAP (except, in
the case of unaudited statements, to the extent otherwise permitted by Form
10-Q) applied on a consistent basis throughout the periods involved (except as
may be expressly described in the notes thereto) and (iii) fairly present in
all material respects the consolidated financial position of Tritel and its
Subsidiaries as at the respective dates thereof and the consolidated results
of its operations and cash flows for the periods indicated, subject in the
case of interim financial statements to normal year-end adjustments.

                  4.10 Licenses and Authorizations.

                  (a) Tritel and its Subsidiaries hold all licenses, permits,
certificates, franchises, ordinances, registrations, or other rights,
applications and authorizations required to be filed with or granted or issued
by any Governmental Authority, including, without limitation, the FCC or any
state authority asserting over Tritel, its Subsidiaries and their respective
properties and assets, that are required for the conduct of their businesses
as currently being conducted (each, as amended to date, the "Tritel
Authorizations"), other than such licenses, permits, certificates, franchises,
ordinances, registrations, or other rights, applications and authorizations
the absence of which would not, individually or in the aggregate, be
reasonably likely to have a Tritel Material Adverse Effect or prevent or
materially impair or delay the ability of Tritel to consummate the
transactions contemplated hereby. Tritel has made available to TeleCorp a
true, complete and correct list of such Tritel Authorizations.

                  (b) Tritel has previously made available to TeleCorp and
AT&T a true, complete and correct list of (i) each application of Tritel or
any of its Subsidiaries pending before the FCC (the "Tritel FCC
Applications"); (ii) each FCC permit and FCC license which is not a Tritel
Authorization but in which Tritel or any of its Subsidiaries, directly or
indirectly, holds an interest, including as a stakeholder in the licensee
(collectively, the "Indirect Tritel Authorizations"); and (iii) all licenses,
permits, certificates, franchises, ordinances, registrations, or other rights,
applications and authorizations for the benefit of Tritel or any of its
Subsidiaries, as applicable, pending before any state authority (collectively,
the "Tritel State Authorizations"). The Tritel Authorizations, the Tritel FCC
Applications, the Indirect Tritel Authorizations and the Tritel State
Authorizations (collectively, the "Tritel Licenses and Applications") are the
only Federal, state or local licenses, permits, certificates, franchises,
ordinances, registrations, or other rights, applications and authorizations
that are required for the conduct of the business and operations of Tritel and
its Subsidiaries as currently conducted, other than such licenses, permits,
certificates, franchises, ordinances, registrations, or other rights,
applications and authorizations the absence of which would not, individually
or in the aggregate, be considered reasonably likely to have a Tritel Material
Adverse Effect or prevent or materially delay or impair the ability of Tritel
to consummate the transactions contemplated hereby.

                  (c) The Tritel Authorizations and, to the knowledge of
Tritel, the Indirect Tritel Authorizations, are in full force and effect and,
except as disclosed on Schedule 4.10(c) have not been pledged or otherwise
encumbered, assigned or suspended, modified in any material respect (except as
a result of FCC rule changes applicable to the PCS industry generally),
canceled or revoked, and Tritel and each of its Subsidiaries have each
operated in compliance with all terms thereof or any renewals thereof
applicable to them, other than where the failure to so comply would not,
individually or in the aggregate, be considered reasonably likely to have a
Tritel Material Adverse Effect or materially impair the ability of Tritel to
consummate the transactions contemplated hereby. To the knowledge of Tritel,
no event has occurred with respect to any of the Tritel Authorizations which
permits, or after notice or lapse of time or both would permit, revocation or
termination thereof or would result in any other material impairment of the
rights of the holder of any such Tritel Authorizations. To the knowledge of
Tritel, there is not pending any application, petition, objection or other
pleading with the FCC, any state authority or any similar entity having
jurisdiction or authority over the operations of Tritel or any of its
Subsidiaries which questions the validity or contests any Tritel Authorization
or which could reasonably be expected, if accepted or granted, to result in
the revocation, cancellation, suspension or any materially adverse
modification of any Tritel Authorization.

                  (d) Except for the approvals contemplated by Section 4.6, no
permit, consent, approval, authorization, qualification or registration of, or
declaration to or filing with, any Governmental Entity is required to be made
or obtained by Tritel or any of its Subsidiaries in connection with the
transfer or deemed transfer of the Tritel Licenses and Authorizations as a
result of the consummation of the transactions contemplated hereby and such
transactions will not result in a breach of such approvals, except where the
failure to obtain or make such permit, consent, approval, authorization,
qualification, registration, declaration or filing would not be considered
reasonably likely to have a Tritel Material Adverse Effect or prevent or
materially impair or delay the ability of Tritel to consummate the
transactions contemplated hereby.

                  4.11 No Violation of Law. The business of Tritel and its
Subsidiaries is not being conducted in violation of any Laws, except for
possible violations none of which, individually or in the aggregate, would
reasonably be expected to have a Tritel Material Adverse Effect. Except as
disclosed in Tritel SEC Reports, no investigation, review or proceeding by any
Governmental Authority (including, without limitation, any stock exchange or
other self-regulatory body) with respect to Tritel or its Subsidiaries in
relation to any alleged violation of law or regulation is pending or, to
Tritel's knowledge, threatened, nor has any Governmental Authority (including,
without limitation, any stock exchange or other self-regulatory body)
indicated an intention to conduct the same, except for such investigations
which, if they resulted in adverse findings, would not reasonably be expected
to have, individually or in the aggregate, a Tritel Material Adverse Effect.
Except as set forth in the Tritel SEC Reports, neither Tritel nor any of its
Subsidiaries is subject to any cease and desist or other order, judgment,
injunction or decree issued by, or is a party to any written agreement,
consent agreement or memorandum of understanding with, or is a party to any
commitment letter or similar undertaking to, or is subject to any order or
directive by, or has adopted any board resolutions at the request of, any
Governmental Authority that materially restricts the conduct of its business
or which would reasonably be expected to have a Tritel Material Adverse
Effect, nor has Tritel or any of its Subsidiaries been advised that any
Governmental Authority is considering issuing or requesting any of the
foregoing. None of the representations and warranties made in this Section
4.11 are being made with respect to Environmental Laws.

                  4.12 Absence of Certain Changes or Events.

                  (a) Since September 30, 1999, Tritel and its Subsidiaries
have conducted their businesses only in the Ordinary Course of Business and,
since such date, there has not been any change, event, development, damage or
circumstance affecting Tritel or any of its Subsidiaries which, individually
or in the aggregate, has had, or could reasonably be expected to have, a
Tritel Material Adverse Effect.

                  (b) Since September 30, 1999, (i) there has not been any
material change by Tritel in its accounting methods, principles or practices,
any revaluation by Tritel of any of its assets, including, writing down the
value of inventory or writing off notes or accounts receivable other than in
the Ordinary Course of Business and (ii) there has not been (A) any other
action or event, and neither Tritel nor any of its Subsidiaries has agreed in
writing or otherwise to take any other action, that would have required the
consent of TeleCorp pursuant to Section 6.2(b) had such action or event
occurred after the date hereof and prior to the Effective Time, or (B) any
condition, event or occurrence which could reasonably be expected to prevent,
hinder or materially delay the ability of Tritel to consummate the
transactions contemplated by this Agreement or the Related Agreements to which
it is a party.

                  4.13 No Undisclosed Liabilities. Tritel and its Subsidiaries
do not have any liabilities or obligations of any nature (whether absolute,
accrued, fixed, contingent or otherwise) which would be required to be
reflected in financial statements prepared in accordance with GAAP, except
liabilities or obligations which (i) are reflected in the Tritel SEC Reports,
or (ii) have been incurred in the Ordinary Course of Business since September
30, 1999.

                  4.14 Absence of Litigation. There is no Litigation pending
or, to the knowledge of Tritel, threatened against Tritel or any of its
Subsidiaries, or any properties or rights of Tritel or any of its
Subsidiaries, before or subject to any Court or Governmental Authority which,
individually or in the aggregate, has had, or would reasonably be expected to
have, a Tritel Material Adverse Effect or would prevent, or materially hinder
or delay Tritel from consummating the transactions contemplated by this
Agreement.

                  4.15 Employee Benefit Plans.

                  (a) Tritel has made available to TeleCorp true, complete and
correct copies of all employee benefit plans (as defined in Section 3(3) of
the ERISA) and all bonus, stock or other security option, stock or other
security purchase, stock or other security appreciation rights, incentive,
deferred compensation, retirement or supplemental retirement, severance,
golden parachute, vacation, cafeteria, dependent care, medical care, employee
assistance program, education or tuition assistance programs, plant closing or
similar benefit plans, retiree health or life benefit plans, insurance and
other similar fringe or employee benefit plans, programs or arrangements, and
any executive employment or executive compensation or severance agreements, or
a written summary of the material terms of any of the foregoing agreements if
not in writing, which have ever been sponsored, maintained, contributed to or
entered into for the benefit of, or relating to, any present or former
employee, officer, director or consultant of Tritel or any of its
Subsidiaries, or any trade or business (whether or not incorporated) which is
a member of a controlled group or which is under common control with Tritel,
or any Subsidiary of Tritel, within the meaning of Section 414 of the Code or
Section 4001 of ERISA (a "Tritel ERISA Affiliate"), whether or not such plan
is terminated (together, the "Tritel Employee Plans"). In addition, Tritel has
made available to TeleCorp with respect to each Tritel Employee Plan true,
complete and correct copies of each of the following, if applicable: the most
recent summary plan description and any subsequent summary of material
modifications; any related trust, insurance policy or other funding vehicle or
contract providing for benefits (including any trusts of the type known as
"rabbi trusts"); and the three most recent Form 5500 series Annual Report with
all schedules filed with the IRS. Subject to the requirements of ERISA, there
are no restrictions on the ability of the sponsor of each Tritel Employee Plan
to amend or terminate any Tritel Employee Plan and each Tritel Employee Plan
may with the consent of Tritel (or applicable Subsidiary or Tritel ERISA
Affiliate) be assumed by the Holding Company or the Second Merger Sub, as the
case may be.

                  (b) There has been no "prohibited transaction," as such term
is defined in Section 406 of ERISA and Section 4975 of the Code, with respect
to any Tritel Employee Plan; there are no claims pending (other than routine
claims for benefits) or threatened against any Tritel Employee Plan or against
the assets of any Tritel Employee Plan, nor are there any current or
threatened Liens on the assets of any Tritel Employee Plan; each Tritel
Employee Plan conforms to, and in its operation and administration is in all
material respects in compliance with the terms thereof and the requirements
prescribed by any and all statutes (including ERISA and the Code), orders, or
governmental rules and regulations currently in effect with respect thereto
(including, without limitation, all applicable requirements for notification,
reporting and disclosure to participants or the Department of Labor, the IRS
or Secretary of the Treasury and, in the case of any "rabbi trust", the
requirements of Revenue Procedure 92-64, 1992-2 C.B. 422), and Tritel, each of
its Subsidiaries and Tritel ERISA Affiliates have performed all obligations
required to be performed by them under, are not in default under or in
violation of, and have no knowledge of any default or violation by any other
party with respect to, any Tritel Employee Plan; each Tritel Employee Plan
intended to qualify under Section 401(a) of the Code and each corresponding
trust intended to be exempt under Section 501 of the Code has received or is
the subject of a favorable determination or opinion letter from the IRS (a
true and complete copy which has been provided by Tritel to TeleCorp), and
nothing has occurred which could reasonably be expected to cause the loss of
such qualification or exemption; all contributions (including premiums for any
insurance policy under which benefits for any Tritel Employee Plan are
provided) required to be made to any Tritel Employee Plan pursuant to Section
412 of the Code, or any contract, or the terms of the Tritel Employee Plan or
any collective bargaining agreement, or otherwise have been made on or before
their due dates and a reasonable amount has been accrued for contributions to
each Tritel Employee Plan for its current plan year; the transaction
contemplated herein will not directly or indirectly result in an increase of
benefits, acceleration of vesting or acceleration of timing for payment of any
benefit to any participant or beneficiary under any Tritel Employee Plan; each
Tritel Employee Plan, if any, which is maintained outside of the United States
has been operated in all material respects in conformance with the applicable
statutes or governmental regulations and rulings relating to such plans in the
jurisdictions in which such Tritel Employee Plan is present or operates and,
to the extent relevant, the United States; no Tritel Employee Plan is a
Defined Benefit Plan, or a Multiemployer Plan (as such term is defined in
Section 3(37) of ERISA), or a "single-employer plan which has two or more
contributing sponsors at least two of whom are not under common control" as
described in Section 4063 of ERISA, and none of Tritel, any of its
Subsidiaries or any Tritel ERISA Affiliate has ever maintained or sponsored,
participated in, or made or been obligated to make contributions to such a
Defined Benefit Plan or such a Multiemployer Plan or such a single employer
plan as described in Section 4063 of ERISA.

                  (c) Each Tritel Employee Plan that is a "group health plan"
(within the meaning of Code Section 5000(b)(1)) has been operated in
compliance in all material respects with all laws applicable to such plan, its
terms, and with COBRA Coverage, Section 4980D of the Code and Sections 701
through 707 of ERISA, Title XXII of the Public Health Service Act, the
provisions of the Social Security Act, and the provisions of any similar law
of any state providing for continuation coverage, in each case to the extent
such requirements are applicable. No Tritel Employee Plan or written or oral
agreement exists which obligates Tritel, any of its Subsidiaries or any Tritel
ERISA Affiliate to provide health care coverage, medical, surgical,
hospitalization, death, life insurance or similar benefits (whether or not
insured) to any current or former employee, officer, director or consultant of
Tritel, any of its Subsidiaries or any Tritel ERISA Affiliate or to any other
person following such current or former employee's, officer's, director's or
consultant's termination of employment with Tritel, any of its Subsidiaries or
any Tritel ERISA Affiliate, other than COBRA Coverage.

                  (d) The consummation of the transactions contemplated by
this Agreement will not constitute a "prohibited transaction" under ERISA or
the Code for which an exemption is unavailable.

                  4.16 Employment and Labor Matters. There are no
controversies pending or threatened, between Tritel or any of its Subsidiaries
and any of their respective employees which could reasonably be expected to
have a Tritel Material Adverse Effect; neither Tritel nor any of its
Subsidiaries is a party to any collective bargaining agreement or other labor
union contract applicable to persons employed by Tritel or its Subsidiaries
nor to Tritel's knowledge are there any activities or proceedings of any labor
union to organize any such employees of Tritel or any of its Subsidiaries.
Since January 1, 1999, there have been no strikes, slowdowns, work stoppages,
lockouts, or threats thereof, by or with respect to any employees of Tritel or
any of its Subsidiaries. Tritel does not have nor at the Closing will Tritel
have any obligation under the WARN Act as a result of any act of Tritel taken
in connection with the transactions contemplated hereby. Except as would not
reasonably be expected to result in a Tritel Material Adverse Effect, each of
Tritel and its Subsidiaries is in compliance with all applicable Federal,
state, local, and foreign employment, wage and hour, labor non-discrimination
and other applicable laws or regulation except where failure to comply with
such laws would not be reasonably expected to have a Tritel Material Adverse
Effect.

                  4.17 Registration Statement; Proxy Statement/Prospectus.
None of the information supplied by Tritel in writing for inclusion in the
Registration Statement shall, at the time such document is filed, at the time
amended or supplemented, at the time the Registration Statement is declared
effective by the SEC and at the Effective Time, contain any untrue statement
of a material fact or omit to state any material fact required to be stated
therein or necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading. None of the
information supplied by Tritel for inclusion in the Joint Proxy Statement in
connection with the TeleCorp Stockholders' Meeting and the Tritel
Stockholders' Meeting will, on the date the Joint Proxy Statement is first
mailed to the stockholders of Tritel and TeleCorp, at the time of the Tritel
Stockholders' Meeting and the TeleCorp Stockholders' Meeting and at the
Effective Time, contain any untrue statement of a material fact or omit to
state any material fact necessary in order to make the statements made
therein, in light of the circumstances under which they were made, not
misleading. If at any time prior to the Effective Time any event relating to
Tritel or any of its Affiliates, officers or directors should be discovered by
Tritel which should be set forth in an amendment or supplement to the
Registration Statement or an amendment or supplement to the Joint Proxy
Statement, Tritel shall promptly inform the Holding Company, AT&T and
TeleCorp. The Joint Proxy Statement shall comply in all material respects as
to form and substance with the requirements of the Exchange Act and the rules
and regulations promulgated thereunder. Notwithstanding the foregoing, Tritel
makes no representation or warranty with respect to any information supplied
by TeleCorp or AT&T which is contained in the Registration Statement or Joint
Proxy Statement.

                  4.18 Absence of Restrictions on Business Activities. There
is no Tritel Material Agreement binding upon Tritel or any of its Subsidiaries
or any of their respective properties which has had or could reasonably be
expected to have the effect of prohibiting or materially impairing any
business practice of Tritel or any of its Subsidiaries or the conduct of
business by Tritel or any of its Subsidiaries as currently conducted.

                  4.19 Title to Assets; Leases. Each of Tritel and its
Subsidiaries has good title to all of their owned properties and assets, free
and clear of all Liens, charges and encumbrances, except for Permitted
Encumbrances. All leases pursuant to which Tritel or any of its Subsidiaries
lease real or personal property from others are valid and effective in
accordance with their respective terms, and there is not, under any such
lease, any existing material default or event of default (or event which with
notice or lapse of time, or both, would constitute a material default) and in
respect of which Tritel or such Subsidiary has not taken adequate steps to
prevent such a default from occurring where such default would reasonably be
expected to have a Tritel Material Adverse Effect.

                  4.20 Taxes.

                  (a) All Federal, state, local and foreign Tax Returns
required to be filed (taking into account extensions) by or on behalf of
Tritel, each of its Subsidiaries, and each affiliated, combined, consolidated
or unitary group for tax purposes of which Tritel or any of its Subsidiaries
is or has been a member have been timely filed, and all such Tax Returns are
true, complete and correct, except to the extent that any failure to file or
any inaccuracies in filed Tax Returns would not, individually or in the
aggregate, be reasonably expected to have a Tritel Material Adverse Effect.

                  (b) All Taxes due and payable by or with respect to Tritel
and each of its Subsidiaries have been timely paid, or are adequately reserved
for (other than a reserve for deferred Taxes established to reflect timing
differences between book and Tax treatment) in accordance with GAAP on
Tritel's September 30, 1999 audited balance sheet (the "Most Recent Tritel
Balance Sheet"), except to the extent that such amount would not, individually
or in the aggregate, reasonably be expected to have a Tritel Material Adverse
Effect. No deficiencies, delinquencies or defaults for any Taxes have been
proposed, asserted or assessed either orally or in writing or become a Lien
for taxes against Tritel or any of its Subsidiaries that are not adequately
reserved for in accordance with GAAP on the Most Recent Tritel Balance Sheet
nor are there any outstanding Tax audits or inquiries. All assessments for
Taxes due and owing by or with respect to Tritel and each of its Subsidiaries
with respect to completed and settled examinations or concluded litigation
have been paid.

                  (c) Neither Tritel nor any of its Subsidiaries has
requested, or been granted any waiver of any Federal, state, local or foreign
statute of limitations with respect to, or any extension of a period for the
assessment of, any Tax. No extension or waiver of time within which to file
any Tax Return of, or applicable to, Tritel or any of its Subsidiaries has
been granted or requested which has not since expired. None of the Federal
income Tax Returns of Tritel or any of its Subsidiaries consolidated in such
returns either have been examined and settled with the IRS or have been closed
by virtue of the applicable statute of limitations.

                  (d) Other than with respect to its Subsidiaries, Tritel is
not and has never been (nor does Tritel have any liability for unpaid Taxes
because it once was) a member of an affiliated, consolidated, combined or
unitary group, and neither Tritel nor any of its Subsidiaries is a party to
any Tax allocation or sharing agreement or is liable for the Taxes of any
other party, as transferee or successor, by contract, or otherwise.

                  (e) Tritel and its Subsidiaries have not made any payments,
are not obligated to make any payments, and are not a party to any agreements
that under any circumstances could obligate any of them to make any payments
that will not be deductible under Section 280G of the Code or would constitute
compensation in excess of the limitation set forth in Section 162(m) of the
Code.

                  (f) Tritel has not been a United States real property
holding corporation within the meaning of Section 897(c)(2) of the Code during
the applicable period specified in Section 897(c)(1)(A)(ii) of the Code.

                  (g) Each of Tritel and its Subsidiaries has complied in all
material respects with all applicable Laws relating to the payment and
withholding of Taxes (including, without limitation, withholding of Taxes
pursuant to Sections 1441, 1442 and 3406 of the Code or similar provisions
under any foreign Laws) and have, within the time and in the manner required
by Law, been withheld from employee wages and paid over to the proper
Governmental Authorities all amounts required to be so withheld and paid over
under all applicable Laws.

                  (h) Neither Tritel nor any Subsidiary has executed or
entered into any closing agreement under Section 7121 of the Code (or any
similar provision of state, local or foreign law) or has agreed to make any
adjustment to its income or deductions pursuant to Section 481(a) of the Code
(or similar provision of state, local or foreign law), in either case that
could affect the Tax liability after the Closing Date to any material extent.

                  (i) None of Tritel or any of its Subsidiaries shall be
required to include in a taxable period ending after the Effective Time a
material amount of a taxable income attributable to income that accrued in a
prior taxable period but was not recognized in any prior taxable period as a
result of the installment method of accounting, the completed contract method
of accounting, the long-term contract method of accounting, the cash method of
accounting or Section 481 of the Code or comparable provisions of state, local
or foreign tax law.

                  4.21 Environmental Matters. Except for such instances, if
any, which would not, individually or in the aggregate, reasonably be expected
to have a Tritel Material Adverse Effect, (i) Tritel and each of its
Subsidiaries have obtained all applicable permits, licenses and other
authorizations which are required under applicable Environmental Laws; (ii)
Tritel and each of its Subsidiaries are in full compliance with all applicable
Environmental Laws and with the terms and conditions of all required permits,
licenses and authorizations, and also are in compliance with all other
limitations, restrictions, conditions, standards, prohibitions, requirements,
obligations, schedules and timetables contained in such laws or contained in
any applicable regulation, code, plan, order, decree, judgment, notice or
demand letter issued, entered, promulgated or approved thereunder; and (iii)
as of the date hereof, there has not been any event, condition, circumstance,
activity, practice, incident, action or plan which is reasonably likely to
interfere with or prevent continued compliance with the terms of such permits,
licenses and authorizations or which would give rise to any common law or
statutory liability, or otherwise form the basis of any claim, action, suit or
proceeding, based on or resulting from Tritel's or any of its Subsidiaries'
(or any of their respective agent's) manufacture, processing, distribution,
use, treatment, storage, disposal, transport, or handling, or the emission,
discharge, or release into the environment, of any Hazardous Material; and
(iv) Tritel and each of its Subsidiaries has taken all actions necessary under
applicable requirements of federal, state or local laws, rules or regulations
to register any products or materials required to be registered by Tritel or
its Subsidiaries (or any of their respective agents) thereunder. There is no
civil, criminal or administrative action, suit, demand, claim, hearing, notice
of violation, investigation, proceeding, notice or demand letter pending or,
to the knowledge of Tritel, threatened against Tritel or any of its
Subsidiaries relating in any way to the Environmental Laws or any Regulation,
code, plan, Order, decree, judgment, notice or demand letter issued, entered,
promulgated or approved thereunder.

                  4.22 Intellectual Property.

                  (a) Tritel and its Subsidiaries own, or are licensed or
otherwise possess legally enforceable rights to use, all patents, trademarks,
trade names, service marks, copyrights and mask works, any applications for
and registrations of such patents, trademarks, trade names, service marks,
copyrights and mask works, and all processes, formulae, methods, schematics,
technology, know-how, computer software programs or applications and tangible
or intangible proprietary information or material that are necessary to
conduct the business of Tritel its Subsidiaries as currently conducted, the
absence of which would be considered reasonably likely to have a Tritel
Material Adverse Effect (the "Tritel Intellectual Property Rights").

                  (b) Neither Tritel nor any of its Subsidiaries is, or will
as a result of the execution and delivery of this Agreement or the performance
of Tritel's obligations under this Agreement or otherwise be, in breach of any
license, sublicense or other agreement relating to the Tritel Intellectual
Property Rights, or any material licenses, sublicenses and other agreements as
to which Tritel or any of its Subsidiaries is a party and pursuant to which
Tritel or any of its Subsidiaries is authorized to use any third party
patents, trademarks or copyrights, including software ("Tritel Third Party
Intellectual Property Rights") which is used by Tritel or any of its
Subsidiaries, the breach of which would be considered reasonably likely to
have a Tritel Material Adverse Effect.

                  (c) All patents, registered trademarks, service marks and
copyrights which are held by Tritel or any of its Subsidiaries, and which are
material to the business of Tritel and its Subsidiaries, taken as a whole, are
valid and subsisting. Tritel (i) has not been sued in any suit, action or
proceeding which involves a claim of infringement of any patents, trademarks,
service marks, copyrights or violation of any trade secret or other
proprietary right of any third party; and (ii) has no knowledge that the
marketing, licensing or sale of its services infringes any patent, trademark,
service mark, copyright, trade secret or other proprietary right of any third
party, which infringement would reasonably be expected to have a Tritel
Material Adverse Effect.

                  4.23 No Restrictions on the Merger; Takeover Statutes. No
applicable takeover statute or similar Law and no provision of the Certificate
of Incorporation or By-laws, or other organizational document or governing
instruments of Tritel or any of its Subsidiaries or any Tritel Material
Agreement to which any of them is a party (a) would or would purport to impose
restrictions which might adversely affect or delay the consummation of the
transactions contemplated by this Agreement, the Tritel Voting Agreement, the
Investor Stockholder Agreement or the Stockholders Agreement or (b) as a
result of the consummation of the transactions contemplated by this Agreement,
the Tritel Voting Agreement or the Stockholders Agreement (i) would or would
purport to restrict or impair the ability of the Holding Company to vote or
otherwise exercise the rights of a stockholder with respect to securities of
Tritel, any of its Subsidiaries or Tritel II or (ii) would or would purport to
entitle any Person to acquire securities of Tritel or Tritel II.

                  4.24 Tax Matters. Neither Tritel nor any of its Affiliates
has taken or agreed to take any action, failed to take any action or is aware
of any fact or circumstance that is reasonably likely to prevent the Mergers
or the Contribution from constituting part of a tax-free transaction within
the meaning of Section 351 of the Code or that would cause either Merger to
fail to qualify as a tax-free reorganization under Section 368(a) of the Code.

                  4.25 Brokers. Except for Merrill Lynch, Pierce, Fenner &
Smith Incorporated, no broker, financial advisor, finder or investment banker
or other Person is entitled to any broker's, financial advisor's, finder's or
other fee or commission in connection with the transactions contemplated by
this Agreement based upon arrangements made by or on behalf of Tritel. Tritel
has heretofore furnished to TeleCorp a true, complete and correct copy of all
agreements between Tritel and Merrill Lynch, Pierce, Fenner & Smith
Incorporated pursuant to which such firm would be entitled to any payment
relating to the transactions contemplated hereunder.

                  4.26 Opinion of Financial Advisor. Tritel has received the
written opinion of its financial advisor, Merrill Lynch, Pierce, Fenner &
Smith Incorporated, to the effect that, in its opinion, as of the date hereof,
from a financial point of view the exchange ratio in the Mergers is fair to
the stockholders of Tritel Class A Voting Common Stock (other than AT&T and
its Affiliates), and Tritel has provided copies of such opinion to TeleCorp.

                                  ARTICLE V

                    REPRESENTATIONS AND WARRANTIES OF AT&T

                  AT&T represents and warrants to TeleCorp and Tritel as
follows:

                  5.1 Authority; Enforceability. AT&T has all necessary
corporate power and authority to execute and deliver this Agreement and each
Related Agreement to which it is a party, and to perform its obligations
hereunder and thereunder and each Related Agreement to which it is a party the
transactions contemplated hereby and thereby. Each of this Agreement and each
Related Agreement to which it is a party that has been (or will be at the
Effective Time) duly and validly executed and delivered by AT&T and, assuming
the due authorization, execution and delivery thereof by all other parties
thereto, constitutes (or will constitute when executed and delivered) a legal,
valid and binding obligation of AT&T in accordance with its terms.

                  5.2 No Conflict; Required Filings and Consents.

                  (a) The execution and delivery by AT&T of this Agreement and
each Related Agreement to which it is a party do not, and the performance of
this Agreement and each Related Agreement to which it is a party by AT&T will
not, (i) conflict with or violate the Certificate of Incorporation or By-laws
or other equivalent organizational documents of AT&T or any of its
Subsidiaries, (ii) conflict with or violate any Law, Regulation or Order in
each case applicable to AT&T or any of its Subsidiaries or by which any of
their respective properties is bound or affected, or (iii) result in any
breach or violation of or constitute a default (or an event that with notice
or lapse of time or both would become a default) under, or impair AT&T's or
any of its Subsidiaries' rights or alter the rights or obligations of any
third party under, or give to others any rights of termination, amendment,
acceleration or cancellation of, or result in the creation of a Lien on any of
the properties or assets of AT&T or any of its Subsidiaries pursuant to, any
note, bond, mortgage, indenture, contract, agreement, lease, license, permit,
franchise or other instrument or obligation to which AT&T or any of its
Subsidiaries is a party or by which AT&T or any of its Subsidiaries or its or
any of their respective properties is bound or affected, except in the case of
clauses (ii) or (iii) above, for any such conflicts, breaches, violations,
defaults or other occurrences that would not (x) individually or in the
aggregate, reasonably be expected to have a material adverse effect on the
value of the Contribution to the Holding Company or (y) prevent or materially
impair or delay the consummation of the transactions contemplated by this
Agreement and the Related Agreements (an "AT&T Material Adverse Effect").

                  (b) The execution and delivery by AT&T of this Agreement and
each Related Agreement to which it is a party do not, and the performance of
this Agreement and each Related Agreement to which it is a Party, will not,
require AT&T or any of its Subsidiaries to obtain any approval of any Person
or approval of, observe any waiting period imposed by, or make any filing with
or notification to, any Governmental Authority domestic or foreign except for
(i) compliance with applicable requirements of the Securities Act, the
Securities Exchange Act, Blue Sky Laws, the HSR Act, or any Foreign
Competition Laws, the Communications Act, and the regulations of the FCC,
state public utility, telecommunications or public service laws, (ii) the
filing of the Certificates of Merger in accordance with the DCGL and/or (iii)
where the failure to obtain such approvals, or to make such filings or
notifications, would not, individually or in the aggregate, reasonably be
expected to have an AT&T Material Adverse Effect.

                  5.3 Tax Matters. Neither AT&T nor any of its Affiliates has
taken or agreed to take any action, failed to take any action or is aware of
any fact or circumstance that is reasonably likely to prevent the Mergers and
the Contribution, taken together, from constituting a tax-free transaction
within the meaning of Section 351 of the Code.

                  5.4 Brokers. No broker, financial advisor, finder or
investment banker or other Person is entitled to any broker's, financial
advisor's, finder's or other similar fee or commission in connection with the
transactions contemplated by this Agreement or the Related Agreements based
upon arrangements made by or on behalf of AT&T.

                  5.5 Registration Statement; Proxy Statement/Prospectus. None
of the information supplied by AT&T in writing specifically for inclusion in
the Registration Statement shall, at the time such document is filed, at the
time amended or supplemented, at the time the Registration Statement is
declared effective by the SEC and at the time of the Tritel Stockholders
Meeting and the TeleCorp Stockholders Meeting, contain any untrue statement of
a material fact or omit to state any material fact required to be stated
therein or necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading. None of the
information supplied by AT&T in writing specifically for inclusion in the
Joint Proxy Statement in connection with the TeleCorp Stockholders' Meeting
and the Tritel Stockholders' Meeting will, on the date the Joint Proxy
Statement is first mailed to the stockholders of Tritel and TeleCorp, and at
the time of the Tritel Stockholders' Meeting and the TeleCorp Stockholders'
Meeting, contain any untrue statement of a material fact or omit to state any
material fact necessary in order to make the statements made therein, in light
of the circumstances under which they were made, not misleading. If at any
time prior to the Effective Time any event relating to AT&T or any of its
respective Affiliates, officers or directors should be discovered by AT&T
which should be set forth in an amendment or supplement to the Registration
Statement or an amendment or supplement to the Joint Proxy Statement, AT&T
shall promptly inform the Holding Company, TeleCorp and Tritel.

                  5.6 Waiver. AT&T has all necessary corporate power and
authority to execute and deliver the Waiver (as defined below) contained in
Section 6.17(b). The granting of such Waiver has been duly and validly
authorized by all corporate action on the part of AT&T and no other corporate
proceedings on the part of AT&T are necessary to authorize the Waiver. The
Waiver constitutes a legal, valid and binding obligation of AT&T in accordance
with its terms.

                  5.7 Investment Experience. AT&T is an "accredited investor"
as defined in Rule 501(a) under the Securities Act. AT&T has reviewed the
TeleCorp SEC Reports, the Tritel SEC Reports and this Agreement and all
exhibits and schedules hereto, and has had the opportunity to ask questions
and receive answers from representatives of TeleCorp and Tritel. AT&T is aware
of TeleCorp's and Tritel's business affairs and financial condition and has
had access to and has acquired sufficient information about the Holding
Company to reach an informed and knowledgeable decision to acquire the Shares.
AT&T has such business and financial experience as is required to give it the
capacity to evaluate the merits and risks of the investment in the Shares and
to protect its own interests in connection with the purchase of the Shares.
AT&T is able to bear the economic risk of holding the Shares to be purchased
by it for an indefinite period, including the loss of AT&T's entire
investment. The Shares were not offered or sold to AT&T by any form of general
solicitation or advertising within the meaning of Rule 502(c) under the
Securities Act.

                  5.8 Investment Intent. AT&T (or its Affiliate) is purchasing
the Shares for its own account as principal, for investment purposes only, and
not with a view to, or for, resale, distribution or fractionalization thereof,
in whole or in part, within the meaning of the Securities Act, in any manner
that would violate the Securities Act. AT&T understands that the acquisition
of the Shares has not been registered under the Securities Act or registered
or qualified under any state securities laws in reliance on specific
exemptions therefrom, which exemptions may depend upon, among other things,
the bona fide nature of AT&T's investment intent as expressed herein.

                  5.9 Registration or Exemption Requirements. AT&T
acknowledges that the Shares have not been registered under the Securities
Act. AT&T further acknowledges and understands that the Shares may not be
resold or otherwise transferred except in a transaction registered under the
Securities Act or pursuant to an exemption from the registration requirements
of the Securities Act. AT&T understands that the certificate(s) evidencing the
Shares will be imprinted with a legend that prohibits the transfer of such
Shares unless: (i) they are registered under the Securities Act or such
registration is not required, or (ii) (A) the transfer is pursuant to an
exemption from registration, and (B) if the Holding Company shall so request
in writing, an opinion satisfactory to the Holding Company of AT&T's counsel
is obtained to the effect that the transaction does not require registration
under the Securities Act, will not be in violation of the Securities Act and
is in compliance with any applicable federal and state laws.

                                  ARTICLE VI

                             ADDITIONAL AGREEMENTS

                  6.1 Access to Information; Confidentiality.

                  (a) TeleCorp agrees that, during the period commencing on
the date hereof and ending on earlier to occur of the termination of this
Agreement in accordance with Article VIII or the Closing Date (in either case,
the "Interim Period"), (i) it will give or cause to be given to Tritel and its
counsel, financial advisors, auditors and other authorized representatives
(collectively, "Representatives") such access, during normal business hours
and upon reasonable advance notice, to the plants, properties, books and
records of TeleCorp and its Subsidiaries as Tritel may from time to time
reasonably request; provided, however, that TeleCorp shall have the right to
have a representative present at all such times, (ii) it will furnish or cause
to be furnished to Tritel and its Representatives such financial and operating
data and other information as Tritel may from time to time reasonably request,
and (iii) it will provide Tritel and its Representatives such access to the
representatives, officers and employees of TeleCorp and its Subsidiaries as
Tritel may reasonably request; provided, that all requests for information, to
visit plants or facilities or to interview employees shall be directed to the
Chief Financial Officer of TeleCorp or such other Person as he shall
designate. Tritel agrees that it will, and will cause its Representatives to,
continue to treat all information so obtained from TeleCorp as "Evaluation
Material" under the Letter Agreement entered into between TeleCorp and Tritel
dated as of February 24, 2000 ( the "Confidentiality Agreement"), and will
continue to honor its obligations thereunder and that, if requested by
TeleCorp, it will cause any of its Representatives so requested to enter into
a written agreement acknowledging the terms of the Confidentiality Agreement
and agreeing to be bound thereby.

                  (b) Tritel agrees that, during the Interim Period: (i) it
will give or cause to be given to TeleCorp and its Representatives such
access, during normal business hours and upon reasonable advance notice, to
the plants, properties, books and records of Tritel and its Subsidiaries as
Tritel may from time to time reasonably request; provided, however, that
Tritel shall have the right to have a representative present at all such
times, (ii) it will furnish or cause to be furnished to TeleCorp and its
Representatives such financial and operating data and other information as
TeleCorp may from time to time reasonably request, and (iii) it will provide
TeleCorp and its Representatives such access to the representatives, officers
and employees of Tritel and its Subsidiaries as TeleCorp may reasonably
request; provided, that all requests for information, to visit plants or
facilities or to interview employees shall be directed to the Chief Financial
Officer of Tritel or such other Person as he shall designate. TeleCorp agrees
that it will, and will cause its Representatives to, continue to treat all
information so obtained from Tritel as "Evaluation Material" under the
Confidentiality Agreement, and will continue to honor its obligations
thereunder and that, if requested by Tritel, it will cause any of its
Representatives so requested to enter into a written agreement acknowledging
the terms of the Confidentiality Agreement and agreeing to be bound thereby.

                  (c) Each of TeleCorp and Tritel agrees that, during the
Interim Period: (i) it will give or cause to be given to AT&T and its
Representatives such access, during normal business hours and upon reasonable
advance notice, to the plants, properties, books and records of it and its
Subsidiaries as AT&T may from time to time reasonably request; provided,
however, that TeleCorp or Tritel, as applicable, shall have the right to have
a representative present at all such times; (ii) it will furnish or cause to
be furnished to AT&T and its Representatives such financial and operating data
and other information as AT&T may from time to time reasonably request; and
(iii) it will provide AT&T and its Representatives such access to the
representatives, officers and employees of TeleCorp and Tritel and their
respective Subsidiaries as AT&T may reasonably request provided that all
requests for information to visit plants or facilities or to interview
employees shall be directed to the Chief Financial Officer of Tritel or
TeleCorp, as applicable, or to such other person as such Chief Financial
Officer shall designate. AT&T agrees that it will, and will cause its
Representatives to, continue to treat all information so obtained from Tritel
or TeleCorp, as applicable, as confidential under the confidentiality
provisions of its stockholders agreement with Tritel or TeleCorp, as
applicable, and after the Effective Time with the Holding Company, and will
continue to honor its obligations thereunder.

                  6.2 Conduct of Business Pending the Closing Date.

                  (a) TeleCorp agrees with Tritel that, except as permitted,
required or contemplated by this Agreement, as described on Schedule B hereto,
as described in reasonable detail on Schedule 6.2(a) or as otherwise consented
to in writing by Tritel (which consent shall not be unreasonably withheld or
delayed), during the Interim Period:

                  (i) it shall cause its business to be conducted only in the
Ordinary Course of Business provided, however, that no action by TeleCorp or
any of its Subsidiaries with respect to matters specifically addressed by any
other provision of this Section 6.2(a) shall be deemed a breach of this clause
(i) unless such action would constitute a breach of one or more of such other
provisions;

                  (ii) it will use all commercially reasonable efforts to
preserve substantially intact its business organization, to keep available the
services of its employees and to preserve the current relationships with its
customers, suppliers and other persons with which it has significant business
relations;

                  (iii) it shall not, and shall not permit any of its
Subsidiaries to:

                        (A) amend its Certificate of Incorporation or By-laws
                    or other equivalent organizational document

                        (B) merge or consolidate, or obligate itself to do so,
                    with or into any other entity;

                        (C) issue or sell any shares of its capital stock or
                    other equity interests in or securities convertible into
                    or exchangeable for such shares or equity interests, or
                    sell or transfer any assets, except for the exercise of
                    outstanding options or convertible securities, sales of
                    assets in the Ordinary Course of Business, other asset
                    sales for consideration aggregating not more than
                    $25,000,000 in the aggregate, the issuance of up to
                    1,000,000 shares of TeleCorp Class A Voting Common Stock
                    in acquisition transactions, and the granting of stock
                    options to purchase Shares of Class A TeleCorp Common
                    Stock to employees, and no more than 25% of such options
                    being granted to employees who are in a category of senior
                    vice president or higher, in an aggregate amount not to
                    exceed options to purchase more than 2 million shares of
                    Class A TeleCorp Common Stock, with an exercise price not
                    less than the average closing bid price of the TeleCorp
                    Common Stock for the five trading days prior to the date
                    hereof and with a 4 year vesting schedule (with 50%
                    vesting in equal installment over such 4 year period and
                    50% vesting at the end of such 4 year period);

                        (D) split, combine or reclassify any outstanding
                    shares of its capital stock;

                        (E) declare, set aside, make or pay any dividend
                    (other than dividends by Subsidiaries of TeleCorp to
                    wholly owned Subsidiaries of TeleCorp or to TeleCorp) or
                    other distribution, payable in stock, property or
                    otherwise, with respect to any of its capital stock except
                    in the Ordinary Course of Business or redeem, purchase or
                    otherwise acquire or offer to redeem, purchase or
                    otherwise acquire any shares of its capital stock except
                    the acquisition, redemption or repurchase of capital stock
                    pursuant to existing arrangements;

                        (F) establish or materially increase any bonus,
                    insurance, severance, deferred compensation, pension,
                    retirement, profit sharing, stock option (including,
                    without limitation, the granting of stock options, stock
                    appreciation rights, performance awards, or restricted
                    stock awards), stock purchase or other employee benefit
                    plan, or otherwise increase the compensation payable or to
                    become payable to any of its officers or key employees or
                    those of any Subsidiary, except in the Ordinary Course of
                    Business, as permitted under sub-clause (C) above or as
                    may be required to comply with applicable law or existing
                    contractual arrangements;

                        (G) enter into any employment or severance agreement
                    with any of its employees or establish, adopt or enter
                    into any collective bargaining agreement, except in the
                    Ordinary Course of Business or as may be required by
                    applicable law or existing contractual arrangements;

                        (H) acquire (including, without limitation, by merger,
                    consolidation or acquisition of stock or assets) any
                    corporation, partnership, limited liability company, other
                    business organization or any division thereof for
                    consideration in excess of $50,000,000 in the aggregate or
                    with capital stock other than in accordance with the
                    exception to sub-clause (C) above or enter into any joint
                    venture;

                        (I) assume, guarantee or endorse, or otherwise as an
                    accommodation become responsible for, the obligations of
                    any Person, or make any loans or advances, except in the
                    Ordinary Course of Business and except in connection with
                    transaction permitted by clause (M) below;

                        (J) make any capital expenditures that are not
                    provided for in the capital expenditure budget previously
                    provided to Tritel aggregating in excess of $25,000,000;

                        (K) make a purchase commitment inconsistent with past
                    practice or materially in excess of the normal, ordinary
                    and usual requirements;

                        (L) change accounting methods, principles or
                    practices, except insofar as may be required by a change
                    in GAAP;

                        (M) incur any indebtedness for borrowed money other
                    than (i) indebtedness incurred pursuant to credit
                    facilities in effect on the date hereof, (ii) additional
                    unsecured indebtedness in an aggregate amount not to
                    exceed $100,000,000, (iii) sale-leaseback transactions for
                    tower facilities and (iv) indebtedness assumed pursuant to
                    acquisition transactions permitted by clause (H) above, or
                    mortgage or pledge any of its property or assets relating
                    to its business or subject any such assets to any material
                    encumbrance other than (i) Permitted Encumbrances and (ii)
                    in connection with indebtedness permitted to be incurred
                    pursuant to this clause (M);

                        (N) sell, assign, transfer or license any TeleCorp
                    Intellectual Property Rights, except in the Ordinary
                    Course of Business;

                        (O) enter into, amend, terminate, take or omit to take
                    any action that would constitute a material violation of
                    or default under, or waive any material rights under, any
                    TeleCorp Material Contract;

                        (P) take any action or fail to take any reasonable
                    action permitted by this Agreement if such action or
                    failure to take action would result in (x) any of its
                    representations and warranties set forth in this Agreement
                    becoming untrue in any material respect or (y) any of the
                    conditions to the Closing set forth in Article VII of this
                    Agreement not being satisfied;

                        (Q) take any action or fail to take any action that
                    would prevent the Mergers and the Contribution from
                    constituting a tax-free transaction within the meaning of
                    Section 351 of the Code or that would cause either Merger
                    to fail to qualify as a tax-free reorganization under
                    Section 368(a) of the Code; or

                        (R) enter into or amend any contract, agreement,
                    commitment or arrangement with respect to any matter
                    otherwise prohibited by this Section 6.2(a).

                  (b) Tritel agrees with TeleCorp that, except as permitted,
required or contemplated by this Agreement, as described on Schedule B hereto,
as described in reasonable detail on Schedule 6.2(b) or as otherwise consented
to in writing by TeleCorp (which consent shall not be unreasonably withheld or
delayed), during the Interim Period:

                  (i) it shall cause its business to be conducted only in the
          Ordinary Course of Business provided, however, that no action by
          Tritel or any of its Subsidiaries with respect to matters
          specifically addressed by any other provision of this Section 6.2(b)
          shall be deemed a breach of this clause (i) unless such action would
          constitute a breach of one or more such other provisions;

                  (ii) it will use all commercially reasonable efforts to
          preserve substantially intact its business organization, to keep
          available the services of its employees and to preserve the current
          relationships with its customers, suppliers and other persons with
          which it has significant business relations;

                  (iii) it shall not, and shall not permit any of its
          Subsidiaries to:

                        (A) amend its Certificate of Incorporation or By-laws
                    or other equivalent organizational document

                        (B) merge or consolidate, or obligate itself to do so,
                    with or into any other entity;

                        (C) issue or sell any shares of its capital stock or
                    other equity interests in or securities convertible into
                    or exchangeable for such shares or equity interests; or
                    sell or transfer any Assets, except for the exercise of
                    outstanding options or convertible securities, sales of
                    assets in the Ordinary Course of Business, other asset
                    sales for consideration aggregating not more than
                    $25,00,000 in the aggregate, the issuance of up to
                    1,000,000 shares of Tritel Class A Voting Common Stock in
                    acquisition transactions and the granting of stock options
                    to purchase shares of Tritel Class A Common Stock to
                    employees, and no more than 25% of such options being
                    granted to employees who are in a category of senior vice
                    president or higher, in an aggregate amount not to exceed
                    options to purchase more than 2.6 million shares of Tritel
                    Class A Common Stock with an exercise price not less than
                    the average closing bid price of the Tritel Class A Common
                    Stock for the five trading days prior to the date hereof
                    and with a 4 year vesting schedule (with 50% vesting in
                    equal installments over such 4 year period and 50% vesting
                    at the end of such 4 year period); it being understood
                    that Tritel may amend the 1999 Tritel Stock Option Plan to
                    permit the grants described herein.

                        (D) split, combine or reclassify any outstanding
                    shares of its capital stock;

                        (E) declare, set aside, make or pay any dividend
                    (other than dividends by Subsidiaries of Tritel to wholly
                    owned Subsidiaries of Tritel or to Tritel) or other
                    distribution, payable in stock, property or otherwise,
                    with respect to any of its capital stock except in the
                    Ordinary Course of Business or redeem, purchase or
                    otherwise acquire any shares of its capital stock except
                    the acquisition, redemption or repurchase of capital stock
                    pursuant to existing arrangements;

                        (F) establish or materially increase any bonus,
                    insurance, severance, deferred compensation, pension,
                    retirement, profit sharing, stock option (including,
                    without limitation, the granting of stock options, stock
                    appreciation rights, performance awards, or restricted
                    stock awards), stock purchase or other employee benefit
                    plan, or otherwise increase the compensation payable or to
                    become payable to any of its officers or key employees or
                    those of any Subsidiary, except in the Ordinary Course of
                    Business, as permitted under sub-clauses (C) above and (G)
                    below or as may be required to comply with applicable law
                    or existing contractual arrangements; (notwithstanding the
                    foregoing, Tritel may amend its Restricted Stock
                    Agreements (a) to fully vest all recipients thereof on or
                    before December 31, 2002, and in the event (i) any
                    recipient of a grant thereunder is terminated without
                    cause, (ii) there is a diminution in the recipient's
                    current authority, responsibilities, duties, position or
                    title or (iii) the recipient is required to relocate more
                    than 50 miles from Tritel's current headquarters in
                    Jackson, Mississippi; (b) to remove the automatic
                    repurchase provisions relating to the change of control
                    that would be caused by the Mergers; (c) to amend the
                    provisions relating to the requirement to pay upon
                    exercise; (d) to provide for a payment to the recipient of
                    an amount necessary to offset the income and excise tax
                    effects of the amendments and the Merger with an aggregate
                    cost to Tritel under (i) this sub-clause (d), (ii) the
                    proviso immediately succeeding this sub-clause (d) (of the
                    nature described in this sub-clause (d)) and (iii)
                    paragraph (G) of this Section 6.2(b)(iii) (of the nature
                    described in this sub-clause (d)), not to exceed, in the
                    aggregate, $26,000,000; provided, however, that Tritel may
                    amend the employment agreement of Mr. William Arnett to
                    fully vest all restricted stock awards at the Effective
                    Time and make other changes similar to those to be made to
                    the Restricted Stock Agreement; and; provided, further,
                    however, Tritel may amend the Restricted Stock Agreement
                    of Karlen Turbeville to provide for immediate vesting of
                    all her restricted stock awards upon a significant change
                    in the scope of her job responsibilities (it being
                    understood that any requirement of significant travel
                    shall be deemed a significant change in scope of
                    responsibilities and that employment by Tritel II and not
                    the Holding Company shall not, per se, be a factor
                    constituting a significant change in scope of
                    responsibilities);

                        (G) enter into any employment or severance agreement
                    with any of its employees, other than the agreements dated
                    the date hereof with Messrs. Mounger and Martin and
                    attached as Exhibits J-1 and J-2 hereto, or establish,
                    adopt or enter into any collective bargaining agreement,
                    except in the Ordinary Course of Business or as may be
                    required by applicable law or existing contractual
                    arrangements;

                        (H) acquire (including, without limitation, by merger,
                    consolidation or acquisition of stock or assets) any
                    corporation, partnership, limited liability company, other
                    business organization or any division thereof for
                    consideration in excess of $50,000,000 in the aggregate or
                    with capital stock other than in accordance with the
                    exception to sub-clause (C) above or enter into any joint
                    venture;

                        (I) assume, guarantee or endorse, or otherwise as an
                    accommodation become responsible for, the obligations of
                    any Person, or make any loans or advances, except in the
                    Ordinary Course of Business and except in connection with
                    transactions permitted by clause (M) below;

                        (J) make any capital expenditures that are not
                    provided for in the capital expenditures budget previously
                    provided to Tritel aggregating in excess of $25,000,000;

                        (K) make a purchase commitment inconsistent with past
                    practice or materially in excess of the normal, ordinary
                    and usual requirements;

                        (L) change accounting methods, principles or
                    practices, except insofar as may be required by a change
                    in GAAP;

                        (M) incur any indebtedness for borrowed money other
                    than (i) indebtedness incurred pursuant to credit
                    facilities in effect on the date hereof, (ii) additional
                    unsecured indebtedness in an aggregate amount not to
                    exceed $100,000,000, (iii) sale-leaseback transactions for
                    tower facilities and (iv) indebtedness assumed pursuant to
                    acquisition transactions permitted by clause (H) above, or
                    mortgage or pledge any of its property or assets relating
                    to its business or subject any such assets to any material
                    encumbrance other than (i) Permitted Encumbrances and (ii)
                    in connection with indebtedness permitted to be incurred
                    pursuant this to clause (M);

                        (N) sell, assign, transfer or license any Tritel
                    Intellectual Property Rights, except in the Ordinary
                    Course of Business;

                        (O) enter into, amend, terminate, take or omit to take
                    any action that would constitute a material violation of
                    or default under, or waive any material rights under, any
                    Tritel Material Contract;

                        (P) take any action or fail to take any reasonable
                    action permitted by this Agreement if such action or
                    failure to take action would result in (x) any of its
                    representations and warranties set forth in this Agreement
                    becoming untrue in any material respect or (y) any of the
                    conditions to the Closing set forth in Article VII of this
                    Agreement not being satisfied;

                        (Q) take any action, or fail to take any action, that
                    would prevent the Mergers and the Contribution from
                    constituting a tax-free transaction within the meaning of
                    Section 351 of the Code or that would cause either Merger
                    to fail to qualify as a tax-free reorganization under
                    Section 368(a) of the Code; or

                        (R) enter into or amend any contract, agreement,
                    commitment or arrangement with respect to any matter
                    otherwise prohibited by this Section 6.2(b).

                  (c) The provisions of this Section 6.2 shall be without
prejudice to any approval, veto or similar rights AT&T may have with respect
to any of the actions or events specified above.

                  6.3 Registration Statement; Other Filings; Board
Recommendations.

                  (a) As promptly as practicable after the execution of this
Agreement, TeleCorp and Tritel will cooperate in preparing and will cause the
Holding Company to, and the Holding Company shall, file with the SEC the
Registration Statement, which shall include the Joint Proxy Statement. Each of
TeleCorp and Tritel will respond jointly and promptly to any comments of the
SEC, will use its respective reasonable best efforts to cause the Holding
Company to have the Registration Statement declared effective under the
Securities Act as promptly as practicable after such filing, and TeleCorp and
Tritel will cause the Joint Proxy Statement to be mailed to their respective
stockholders at the earliest practicable time after the Registration Statement
has been declared effective by the SEC. As promptly as practicable after the
date of this Agreement, each of TeleCorp and Tritel will prepare and file any
other documents required to be filed by it under the Exchange Act, the
Securities Act or any other Federal, state, foreign or Blue Sky or related
laws relating to the Mergers and the transactions contemplated by this
Agreement (the "Other Filings"). No amendment or supplement to the Joint Proxy
Statement or the Registration Statement will be made by TeleCorp, Tritel or
the Holding Company, in the case of the Joint Proxy Statement, without the
prior approval of each other party, or, in the case of the Registration
Statement, without the prior approval or TeleCorp and Tritel. Each of the
Holding Company, TeleCorp and Tritel will notify the other promptly upon the
receipt of any comments from the SEC or its staff or any other government
officials and of any request by the SEC or its staff or any other government
officials for amendments or supplements to the Registration Statement, the
Joint Proxy Statement or any Other Filing or for additional information and
will supply the other with copies of all correspondence between such party or
any of its representatives, on the one hand, and the SEC, or its staff or any
other government officials, on the other hand, with respect to the
Registration Statement, the Joint Proxy Statement, the Mergers or any Other
Filing. Each of the Holding Company, TeleCorp and Tritel will cause all
documents that it is responsible for filing with the SEC or other regulatory
authorities under this Section 6.3(a) to comply in all material respects with
all applicable requirements of law and the rules and regulations promulgated
thereunder. Whenever any event occurs that is required to be set forth in an
amendment or supplement to the Joint Proxy Statement, the Registration
Statement or any Other Filing, the Holding Company, TeleCorp, or Tritel, as
the case may be, will promptly inform the other of such occurrence and
cooperate in filing with the SEC or its staff or any other government
officials, and/or mailing to stockholders of TeleCorp or Tritel, such
amendment or supplement. Tritel and TeleCorp will cooperate with AT&T and
provide AT&T a reasonable opportunity to review and comment on any public
statements or filings made with any Governmental Authority; it being
understood that the consent of AT&T will not be required as a condition to any
such filings.

                  (b) The Joint Proxy Statement will include (x) the unanimous
recommendation of the TeleCorp Board of Directors in favor of the adoption and
approval of this Agreement and the First Merger (the "TeleCorp Proposals")
(except that, notwithstanding anything to the contrary contained in this
Agreement, the TeleCorp Board may withdraw, modify or refrain from making such
recommendation or recommend a Superior Proposal (as defined in Section 6.5 of
this Agreement) to the extent that the TeleCorp Board of Directors determines,
in good faith, after consultation with, and based upon the advice of, outside
legal counsel, that such action is necessary for the TeleCorp Board of
Directors to comply with its fiduciary duties to its stockholders under the
DGCL) and (y) the unanimous recommendation of the Tritel Board of Directors in
favor of the adoption and approval of this Agreement and the Second Merger
(the "Tritel Proposals") (except that, notwithstanding anything to the
contrary contained in this Agreement, the Tritel Board of Directors may
withdraw, modify or refrain from making such recommendation or recommend a
Superior Proposal to the extent that the Tritel Board of Directors determines,
in good faith, after consultation with, and based upon the advice of, outside
legal counsel, that such action is necessary for the Tritel Board of Directors
to comply with its fiduciary duties to its stockholders under the DGCL).

                  6.4 Meeting of Company Stockholders.

                  (a) TeleCorp shall promptly after the date hereof take all
action necessary in accordance with the DGCL and its Certificate of
Incorporation and By-laws to duly call, give notice of and hold the TeleCorp
Stockholders' Meeting as soon as practicable following the date hereof in
order to permit the consummation of the First Merger prior to the Outside Date
(as defined below), for the purpose of obtaining approval of the TeleCorp
Proposals. Once the TeleCorp Stockholders' Meeting has been called and
noticed, TeleCorp shall not postpone or adjourn (other than for the absence of
a quorum and then only to the next possible future date) the TeleCorp
Stockholders' Meeting. The Board of Directors of TeleCorp has declared that
this Agreement is advisable and, subject to Section 6.3(b), shall recommend
that this Agreement and the transactions contemplated hereby be approved and
authorized by the stockholders of TeleCorp and shall include in the
Registration Statement and Proxy Statement such recommendations. The Board of
Directors of TeleCorp shall submit this Agreement to the stockholders of
TeleCorp, whether or not the Board of Directors of TeleCorp at any time
changes, withdraws or modifies its recommendation. TeleCorp shall solicit from
stockholders of TeleCorp proxies in favor of the First Merger and shall take
all other action necessary or advisable to secure the vote or consent of
stockholders required by the DGCL and its Certificate of Incorporation to
authorize this Agreement and the First Merger, except to the extent the
TeleCorp Board of Directors determines in good faith, after consultation with
counsel, that doing so would cause the TeleCorp Board or Directors to breach
its fiduciary duties to its stockholders under the DGCL. Without limiting the
generality of the foregoing, (i) TeleCorp agrees that its obligation to duly
call, give notice of, convene and hold the TeleCorp Stockholders' Meeting as
required by this Section 6.4, shall not be affected by any withdrawal,
amendment or modification of the Board of Directors' recommendation of the
First Merger and this Agreement, and (ii) TeleCorp agrees that its obligations
under this Section 6.4 shall not be affected by the commencement, public
proposal, public disclosure or communication to TeleCorp of any Acquisition
Proposal.

                  (b) Tritel shall promptly after the date hereof take all
action necessary in accordance with the DGCL and its Certificate of
Incorporation and By-laws to duly call, give notice of and hold the Tritel
Stockholders' Meeting as soon as practicable following the date hereof in
order to permit the consummation of the Second Merger prior to the Outside
Date, for the purpose of obtaining approval of the Tritel Proposals. Once the
Tritel Stockholders' Meeting has been called and noticed, Tritel shall not
postpone or adjourn (other than for the absence of a quorum and then only to
the next possible future date) the Tritel Stockholders' Meeting. The Board of
Directors of Tritel has declared that this Agreement is advisable and, subject
to Section 6.3(b), shall recommend that this Agreement and the transactions
contemplated hereby be approved and authorized by the stockholders of Tritel
and shall include in the Registration Statement and Proxy Statement such
recommendations. The Board of Directors of Tritel shall submit this Agreement
to the stockholders of Tritel, whether or not the Board of Directors of Tritel
at any time changes, withdraws or modifies its recommendation. Tritel shall
solicit from stockholders of Tritel proxies in favor of the Second Merger and
shall take all other action necessary or advisable to secure the vote or
consent of stockholders required by the DGCL and its Certificate of
Incorporation to authorize this Agreement and the Second Merger, except to the
extent the Tritel Board of Directors determines in good faith, after
consultation with counsel, that doing so would cause the Tritel Board of
Directors to breach its fiduciary duties to its stockholders under the DGCL.
Without limiting the generality of the foregoing, (i) Tritel agrees that its
obligation to duly call, give notice of, convene and hold the Tritel
Stockholders' Meeting as required by this Section 6.4, shall not be affected
by any withdrawal, amendment or modification of the Board of Directors'
recommendation of the Second Merger and this Agreement, and (ii) Tritel agrees
that its obligations under this Section 6.4 shall not be affected by the
commencement, public proposal, public disclosure or communication to Tritel
any Acquisition Proposal.

                  6.5 Non-Solicitation.

                  (a) From and after the date of this Agreement until the
earlier of the Effective Time or the termination of this Agreement in
accordance with Article VIII, neither TeleCorp nor Tritel shall, nor shall
they permit any of their Subsidiaries to, nor shall they authorize or permit
any of their respective officers, directors or employees to, and shall use
their commercially reasonable efforts to cause any investment banker,
financial advisor, attorney, accountant, or other representatives retained by
them or any of their respective Subsidiaries not to, directly or indirectly,
through any other Person, (i) solicit, initiate or encourage (including by way
of furnishing information) any proposals that constitute, or could reasonably
be expected to result in, a proposal or offer for an Acquisition Proposal, or
(ii) engage in negotiations or discussions concerning, or provide any
non-public information regarding TeleCorp or Tritel, as applicable, to any
person or entity relating to, any Acquisition Proposal, or (iii) agree to,
approve or recommend to its stockholders any Acquisition Proposal; provided,
however, that nothing contained in this Agreement shall prevent TeleCorp or
its Board of Directors or Tritel or its Board of Directors, as the case may
be, from (A) furnishing non-public information to, or entering into
discussions with, any person or entity in connection with an unsolicited bona
fide written Acquisition Proposal by such person or entity (including a new
and unsolicited Acquisition Proposal received by TeleCorp or Tritel after the
execution of this Agreement from a person or entity whose initial contact with
TeleCorp or Tritel may have been solicited by TeleCorp or Tritel,
respectively, prior to the execution of this Agreement) if and only to the
extent that (1) the Board of Directors of TeleCorp or the Board of Directors
of Tritel, as the case may be, believes in good faith (after consultation with
its financial advisors) that such Acquisition Proposal would, if consummated,
result in a transaction more favorable to TeleCorp stockholders or Tritel
stockholders, respectively, from a financial point of view than the
transactions contemplated by this Agreement (any such more favorable
Acquisition Proposal being referred to in this Agreement as a "Superior
Proposal") and the Board of Directors of TeleCorp or the Board of Directors of
Tritel determines in good faith after consultation with its outside legal
counsel that such action could be reasonably deemed necessary for the Board of
Directors of TeleCorp or the Board of Directors of Tritel, as the case may be,
to comply with its fiduciary duties to its stockholders under applicable law
and (2) prior to furnishing such non-public information to, or entering into
discussions or negotiations with, such Person or entity, such Board of
Directors receives from such Person or entity an executed non-disclosure
agreement with terms no less favorable to such party than those contained in
the Confidentiality Agreement, (B) complying with Rules 14d-9 and 14e-2(a)
promulgated under the Exchange Act, with regard to an Acquisition Proposal or
(C) making any disclosure to its stockholders if, in the good faith judgment
of the Board of Directors of such party, after receipt of advice from outside
counsel, failure to disclose would result in a reasonable likelihood that such
Board of Directors would breach its duties to such party's stockholders under
applicable law. Each of TeleCorp and Tritel shall promptly notify the other
party and AT&T orally and in writing of any request for information or of any
proposal in connection with an Acquisition Proposal, the material terms and
conditions of such request or proposal and the identity of the person making
such request or proposal. Each of TeleCorp and Tritel will keep the other
party and AT&T reasonably informed of the status (including amendments or
proposed amendments) of such request or proposal on a current basis. Each of
TeleCorp and Tritel shall immediately cease and terminate any existing
solicitation, initiation, encouragement activity, discussion or negotiation
with any persons conducted heretofore by them or their representatives with
respect to the foregoing.

                  (b) Each of TeleCorp and Tritel (i) agrees not to release
any Third Party (as defined below) from, or waive any provision of, or fail to
enforce, any standstill agreement or similar agreement to which it is a party
related to, or which could affect, an Acquisition Proposal and (ii)
acknowledges that the provisions of clause (i) are an important and integral
part of this Agreement.

                  (c) For purposes of this Agreement, "Acquisition Proposal"
means a proposal or intended proposal, regarding any of (i) a transaction or
series of transactions pursuant to which any Person (or group of Persons)
other than any party hereto ("Party") and its Subsidiaries (a "Third Party")
acquires or would acquire, directly or indirectly, beneficial ownership (as
defined in Rule 13d-3 under the Exchange Act) of more than twenty percent
(20%) of the outstanding shares of TeleCorp or Tritel, as the case may be,
whether from TeleCorp or Tritel, as the case may be, or pursuant to a tender
offer or exchange offer or otherwise, (ii) any acquisition or proposed
acquisition of, or business combination with TeleCorp or Tritel, as
applicable, by a merger or other business combination (including any so-called
"merger-of-equals" and whether or not TeleCorp or Tritel, as the case may be,
is the entity surviving any such merger or business combination), or (iii) any
other transaction pursuant to which any Third Party acquires or would acquire,
directly or indirectly, control of assets (including for this purpose the
outstanding equity securities of Subsidiaries of TeleCorp or Tritel, as the
case may be, and any entity surviving the merger or business combination
including any of them) of TeleCorp or Tritel, as the case may be, for
consideration equal to twenty percent (20%) or more of the fair market value
of all of the outstanding shares of TeleCorp or twenty percent (20%) or more
of the fair market value of all of the outstanding shares of Tritel, as the
case may be, on the date of this Agreement.

                  6.6 Subsequent Financial Statements. Prior to the Effective
Time, each of TeleCorp or Tritel will timely file with the SEC, each Annual
Report on Form 10-K, Quarterly Report on Form 10-Q and Current Report on Form
8-K required to be filed by such Party under the Exchange Act and the rules
and regulations promulgated thereunder and will promptly deliver to the other
copies of each such report filed with the SEC. As of their respective dates,
none of such reports shall contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they
were made, not misleading. The respective audited financial statements and
unaudited interim financial statements of each of TeleCorp or Tritel, as the
case may be, included in such reports will fairly present the financial
position of such Party and its Subsidiaries as at the dates thereof and the
results of their operations and cash flows for the periods then ended in
accordance with GAAP applied on a consistent basis and, subject, in the case
of unaudited interim financial statements, to normal year-end adjustments and
any other adjustments described therein.

                  6.7 Nasdaq National Market Listing. TeleCorp and Tritel
agree to cooperate to have the shares of Class A Voting Common Stock issuable
in connection with the Mergers approved for quotation on the Nasdaq National
Market System subject only to official notice of issuance.

                  6.8 Comfort Letters. TeleCorp shall use its reasonable best
efforts to cause PricewaterhouseCoopers LLP, certified public accountants to
TeleCorp, to provide a letter reasonably acceptable to Tritel, relating to
their review of the financial statements relating to TeleCorp contained in or
incorporated by reference in the Registration Statement. Tritel shall use its
reasonable best efforts to cause KPMG Peat Marwick, certified public
accountants to Tritel, to provide a letter reasonably acceptable to TeleCorp,
relating to their review of the financial statements relating to Tritel
contained in or incorporated by reference in the Registration Statement.

                  6.9 Further Actions.

                  (a) Subject to the terms and conditions hereof, TeleCorp,
Tritel and AT&T agree to use all reasonable efforts to take, or cause to be
taken, all action and to do, or cause to be done, all things necessary, proper
or advisable to consummate and make effective the transactions contemplated by
this Agreement and the Related Agreements, including, without limitation,
using all reasonable best efforts: (i) to obtain prior to the Closing Date all
licenses, certificates, permits, consents, approvals, authorizations,
qualifications and orders of governmental authorities and any other Person,
including Persons who are parties to contracts with TeleCorp or any of its
Subsidiaries, Tritel or any of its Subsidiaries or AT&T or any of its
Subsidiaries as are necessary for the consummation of the transactions
contemplated hereby or thereby, including, without limitation, such consents
and approvals as may be required under the Communications Act, the HSR Act and
any similar Federal, state or foreign legislation; (ii) to effect all
necessary registrations and filings; and (iii) to furnish to each other such
information and assistance as reasonably may be requested in connection with
the foregoing. Each of TeleCorp, Tritel and AT&T shall cooperate fully with
each other to the extent reasonably required to obtain such consents.
Notwithstanding the foregoing or anything to the contrary in this Agreement,
(i) without the prior written consent of TeleCorp, Tritel will not incur
aggregate out-of-pocket costs (not including legal fees) in excess of the
amount specified in Schedule 6.9 to obtain third party consents and approvals
(other than governmental consents and approvals) to consummate the Mergers and
(ii) AT&T shall not be required to expend any significant moneys or make any
other concessions to third parties to obtain any consents or approvals
required under this Agreement and the Related Agreements.

                  (b) Tritel, TeleCorp and AT&T shall make all filings which
may be required by each of them in connection with the consummation of the
transactions contemplated hereby under the HSR Act and any similar Federal,
state or foreign legislation no later than March 31, 2000.

                  (c) TeleCorp, Tritel and AT&T shall each use their
reasonable best efforts to resolve any competitive issues relating to or
arising under the HSR Act or any other Federal, state or foreign antitrust or
fair trade law raised by any Governmental Entity in connection with the
transactions contemplated by this Agreement or the Related Agreements. If such
offers are not accepted by such Governmental entity, TeleCorp (with Tritel's
cooperation) shall pursue all litigation resulting from such issues. The
parties hereto will consult and cooperate with one another, and consider in
good faith the views of one another, in connection with any analyses,
appearances, presentations, memoranda, briefs, arguments, opinions and
proposals made or submitted by or on behalf or any party hereto in connection
with proceedings under or relating to the HSR Act or any other Federal, state
or foreign antitrust or fair trade law. In the event of a challenge to the
transaction contemplated by this Agreement pursuant to the HSR Act, the
parties hereto shall use their reasonable best efforts to defeat such
challenge, including by institution and defense of litigation, or to settle
such challenge on terms that permit the consummation of the Mergers and the
Contribution; provided, however, that nothing herein shall require either
party to agree to divest or hold separate any portion of its business or
otherwise take action that could reasonably be expected to impair the ability
of (i) the Holding Company, to own and operate the respective businesses of
TeleCorp and Tritel after the Closing or (ii) AT&T, to own the Shares after
the Closing, or (iii) TeleCorp, Tritel or AT&T, as the case may be, to own and
operate their respective business if the transactions contemplated hereby are
not consummated, in either case, in substantially the same manner as operated
immediately prior to the date hereof or impair the ability of the Holding
Company to own and operate the Contributed Property as contemplated by this
Agreement. Without limiting the foregoing, in the event that either the
Federal Trade Commission or the Antitrust Division of the United Department of
Justice should issue a Request for Additional Information or Documentary
Material under 17 C.F.R. ss.803.20 (a "Second Request"), then TeleCorp, Tritel
and, if applicable, AT&T each agree to use their reasonable best efforts to
respond fully to such Second Request within 20 days after its receipt and
shall promptly make any further filings or information submissions and use its
reasonable efforts to make any employee available for interview or testimony
pursuant to the foregoing (both before and after any Second Request) whose
interview or testimony may be necessary, proper or advisable.

                  6.10 Notification. Each party shall promptly notify the
other parties of:

                  (a) any notice or other communication from any Person
alleging that the consent of such Person is or may be required in connection
with the transactions contemplated by this Agreement or the Related
Agreements;

                  (b) any material notice or other communication from any
Governmental Entity in connection with the transactions contemplated by this
Agreement or the Related Agreements; and

                  (c) any action suit, claim, investigation or proceeding
commenced or, to its knowledge, threatened against or otherwise affecting such
notifying party, which relates to the consummation of the transactions
contemplated by this Agreement or the Related Agreements.

                  6.11 Notice of Breaches; Updates.

                  (a) TeleCorp shall promptly deliver to Tritel and AT&T
written notice of any event or development that would (i) render any
statement, representation or warranty of TeleCorp in this Agreement or the
Related Agreements (including the TeleCorp Disclosure Schedule) inaccurate or
incomplete in any material respect or (ii) constitute or result in a breach by
TeleCorp of, or a failure by TeleCorp or any Subsidiary of TeleCorp to comply
with, any agreement or covenant in this Agreement or the Related Agreements
applicable to it. No such disclosure shall be deemed to avoid or cure any such
misrepresentation or breach.

                  (b) Tritel shall promptly deliver to TeleCorp and AT&T
written notice of any event or development that would (i) render any
statement, representation or warranty of the Tritel in this Agreement or the
Related Agreements (including the Tritel Disclosure Schedule) inaccurate or
incomplete in any material respect or (ii) constitute or result in a breach by
the Tritel or a failure by Tritel or any Subsidiary of Tritel to comply with,
any agreement or covenant in this Agreement or the Related Agreements
applicable to it. No such disclosure shall be deemed to avoid or cure any such
misrepresentation or breach.

                  (c) AT&T shall promptly deliver to Tritel and TeleCorp
written notice of any event or development that would (i) render any
statement, representation or warranty of AT&T in this Agreement or the Related
Agreements inaccurate or incomplete in any material respect or (ii) constitute
or result in a breach by AT&T of, or a failure by AT&T or any Subsidiary to
comply with, any agreement or covenant in this Agreement or the Related
Agreements applicable to it. No such disclosure shall be deemed to avoid or
cure any such misrepresentation or breach.

                  6.12 No Inconsistent Action. Subject to the provisions of
Sections 6.4 or 6.5, neither TeleCorp, Tritel nor AT&T shall take any action
inconsistent with their obligations under this Agreement or any of the Related
Agreements or which could materially hinder or delay the consummation of the
transactions contemplated by this Agreement.

                  6.13 Commercially Reasonable Efforts. Each of TeleCorp and
Tritel shall use its commercially reasonable efforts to obtain the opinions
referred to in Section 7.1(g).

                  6.14 Affiliates. Each of TeleCorp and Tritel, as applicable
(i) has disclosed to the other on Schedule 6.14 hereof all persons who are, or
may be, as of the date hereof its "affiliates" for purposes of Rule 145 under
the Securities Act, and (ii) shall use all commercially reasonable efforts to
cause each person who is identified as its "affiliate" on Schedule 6.14 to
deliver to the Holding Company as promptly as practicable but in no event
later than the Closing Date, a signed agreement substantially in the form
attached hereto as Exhibit J. Each of TeleCorp and Tritel shall notify the
other from time to time of any other persons who then are, or may be, such an
"affiliate" and use all commercially reasonable efforts to cause each
additional person who is identified as an "affiliate" to execute a signed
agreement as set forth in this Section 6.14.

                  6.15 Blue Sky. TeleCorp, Tritel and the Holding Company will
use their commercially reasonable efforts to obtain prior to the Effective
Time all necessary state securities or "blue sky" Permits and approvals
required to permit the distribution of the shares of the Holding Company to be
issued in accordance with the provisions of this Agreement.

                  6.16 Tax-Free Exchange. Each of the Parties will use its
commercially reasonable efforts, and each agrees to cooperate with the other
Parties and provide one another with such documentation, information and
materials, as may be reasonably necessary, proper or advisable, to cause the
transactions to be effected pursuant to this Agreement to qualify for U.S.
Federal income tax purposes as a tax-free transaction or series of
transactions, reorganizations or contributions, as the case may be.

                  6.17 AT&T Actions.

                  (a) AT&T will use commercially reasonable efforts to obtain
all necessary corporate approvals for the Contribution.

                  (b) AT&T hereby waives all rights it may have to object to,
and otherwise consents to, the transactions expressly described in this
Agreement, including but not limited to any rights it has pursuant to Section
7.4 of the Stockholders Agreement by and among AT&T, TeleCorp and the
Management Stockholders and Cash Equity Investors described therein dated as
of July 17, 1998, as amended, (the "Waiver").

                  (c) AT&T will cooperate after a reasonable request by
TeleCorp in exercising any rights AT&T may have under the Airadigm Purchase
Agreement or the Indus Merger Agreement.

                  (d) From and after the Effective Time and/or the
Contribution, AT&T shall take all such further action as TeleCorp or the
Holding Company shall reasonably request to effectuate, or in furtherance of,
the provisions of this Agreement and the Related Agreements.

                  6.18 Transition Committee. Commencing on the date when the
condition contained in Section 7.1(h) is first satisfied, all consents sought
with regard to Sections 6.1 or 6.2 shall be submitted to a transition
committee (the "Transition Committee") comprised of Jerry Vento, Thomas H.
Sullivan, E.B. Martin, Jr., William H. Mounger, II, Andrew Hubregsen, Michael
H. Hannon and Scott Anderson for a recommendation as to the advisability of
such consent, which recommendation shall be presented, together with the
request for a consent pursuant to Section 6.1 or 6.2, to TeleCorp or Tritel,
as appropriate.

                  6.19 Employee Benefit Matters. Following the Effective Time,
the Holding Company shall provide to officers and employees of Tritel and its
Subsidiaries employee benefits under employee benefit plans on terms and
conditions which are substantially similar in the aggregate to those provided
by Tritel and its Subsidiaries to their officers and employees prior to the
Effective Time but in no event less favorable than those provided to similarly
situated officers and employees of TeleCorp prior to the Effective Time. With
respect to any benefits plans of the Holding Company or its Subsidiaries in
which the officers and employees of the Tritel and its Subsidiaries
participate after the Effective Time, the Holding Company shall: (i) waive any
limitations as to pre-existing conditions, exclusions and waiting periods with
respect to participation and coverage requirements applicable to such officers
and employees under any welfare benefit plan in which such employees may be
eligible to participate after the Effective Time (provided, however, that no
such waiver shall apply to a pre-existing condition of any such officer or
employee who was, as of the Effective Time, excluded from participation in a
Tritel benefit plan by nature of such pre-existing condition), (ii) provide
each such officer and employee with credit for any co-payments and deductibles
paid prior to the Effective Time during the year in which the Effective Time
occurs in satisfying any applicable deductible or out-of-pocket requirements
under any welfare benefit plan in which such employees may be eligible to
participate after the Effective Time, and (iii) recognize all service of such
officers and employees with Tritel and its Subsidiaries (and their respective
predecessors) for all purposes (including without limitation purposes of
eligibility to participate, vesting credit, entitlement for benefits, and
benefit accrual) in any benefit plan in which such employees may be eligible
to participate after the Effective Time, except to the extent such treatment
would result in duplicative accrual of benefits for the same period of
service.

                  6.20 Novation of Affiliation Agreements. Prior to but
effective as of the Effective Time, AT&T, the Holding Company and, as
appropriate, their respective Affiliates shall enter into (i) a Network
Membership License Agreement in the form of Exhibit K-1 hereto, (ii) an
Intercarrier Roamer Service Agreement in the form of Exhibit K-2 hereto and
(iii) a Roaming Administration Agreement in the form of Exhibit K-3 hereto.

                  6.21 Indemnity for Indus and Airadigm Liabilities. Each of
TeleCorp and the Holding Company agrees to indemnify AT&T and its Affiliates
and hold each of them harmless against any liabilities retained by or asserted
against any of them in respect of Indus or Airadigm or the agreements they
entered into in connection with securing the rights to acquire Indus or
Airadigm (and any costs or losses incurred in connection therewith).

                                  ARTICLE VII

                              CLOSING CONDITIONS

                  7.1 Conditions to Obligations of TeleCorp and Tritel to
Effect the Mergers. The respective obligations of TeleCorp and Tritel to
effect the Mergers shall be subject to the satisfaction at or prior to the
Closing Date of each of the following conditions:

                  (a) Stockholder Approval of TeleCorp. The TeleCorp Proposals
shall each have been duly approved by the requisite vote under applicable law
and the rules of the National Association of Securities Dealers, Inc. by the
stockholders of TeleCorp.

                  (b) Stockholder Approval of Tritel. The Tritel Proposals
shall each have been duly approved by the requisite vote under applicable law
and the rules of the National Association of Securities Dealers, Inc. by the
stockholders of Tritel.

                  (c) TeleCorp Consents. TeleCorp shall have obtained the
consent or approval of any Person (other than a Governmental Authority) whose
consent or approval shall be required under any agreement or instrument in
order to permit the consummation of the transactions contemplated hereby
(other than the Contribution) except those which the failure to obtain would
not, individually or in the aggregate, have a Tritel Material Adverse Effect
or a TeleCorp Material Adverse Effect.

                  (d) Tritel Consents. Tritel shall have obtained the consent
or approval of any Person (other than a Governmental Authority) whose consent
or approval shall be required in order to permit the consummation of the
transactions contemplated hereby (other than the Contribution) except those
which the failure to obtain would not, individually or in the aggregate, have
a TeleCorp Material Adverse Effect or a Tritel Material Adverse Effect.

                  (e) Registration Statement Effective; Joint Proxy Statement.
The SEC shall have declared the Registration Statement effective prior to the
mailing of the Joint Proxy Statements by each of TeleCorp and Tritel to its
respective stockholders. No stop order suspending the effectiveness of the
Registration Statement or any part thereof shall have been issued and be in
effect and no proceeding for that purpose, and no similar proceeding in
respect of the Joint Proxy Statement, shall have been initiated or threatened
in writing by the SEC and not concluded or withdrawn.

                  (f) No Order. No Governmental Entity shall have enacted,
issued, promulgated, enforced or entered any statute, rule, regulation,
executive order, decree, injunction or other order (whether temporary,
preliminary or permanent) which is in effect and which has the effect of (i)
prohibiting consummation of the Mergers or (ii) creating a TeleCorp Material
Adverse Effect or a Tritel Material Adverse Effect.

                  (g) Tax Opinions. TeleCorp and Tritel shall each have
received substantially identical written opinions from their respective tax
counsel (Cadwalader, Wickersham & Taft and Brown & Wood LLP, respectively), in
form and substance reasonably acceptable to Tritel or TeleCorp, as the case
may be, to the effect that the First Merger and the Second Merger,
respectively, will constitute part of a tax-free transaction within the
meaning of Section 351 of the Code and that the First Merger and the Second
Merger, respectively, will each qualify as a tax-free reorganization under
Section 368(a) of the Code and such opinions shall not have been withdrawn.
Tritel, TeleCorp and AT&T agree to make reasonable and customary
representations substantially in the form of Exhibits I-1, I-2, I-3, I-4, and
I-5 respectively, and counsel shall be entitled to rely upon such
representations in rendering such opinions.

                  (h) HSR Act. Any waiting period applicable to the
consummation of the Mergers under the HSR Act shall have expired or been
terminated.

                  (i) Blue Sky. All state securities or "blue sky" Permits or
approvals required to carry out the transactions contemplated hereby shall
have been received.

                  (j) Affiliate Agreements. The Holding Company shall have
received the agreements required by Section 6.14 hereof to be delivered by
TeleCorp and Tritel "affiliates," duly executed by each "affiliate" of
TeleCorp or Tritel, as the case may be.

                  (k) Governmental Filings and Consents.

                  (i) All governmental filings (other than filings with the
          FCC) required to be made prior to the Effective Time by TeleCorp,
          Tritel and the Holding Company with, and all governmental consents
          (other than consents of the FCC) required to be obtained prior to
          the Effective Time by TeleCorp, Tritel, and the Holding Company from
          governmental and regulatory authorities in connection with the
          execution and delivery of this Agreement by TeleCorp and Tritel and
          the consummation of the transactions contemplated hereby (other than
          the Contribution) shall have been made or obtained, except where the
          failure to make such filing or obtain such consent would not
          reasonably be expected to result in a TeleCorp Material Adverse
          Effect or Tritel Material Adverse Effect, as the case may be or a
          material adverse effect on the Holding Company (assuming the First
          Merger and Second Merger had taken place).

                  (ii) All required consents of the FCC to all matters
          contemplated by the Mergers shall have been obtained pursuant to
          Final Orders, free of any conditions materially adverse to TeleCorp
          or Tritel, other than those applicable to the PCS or wireless
          communications services industry generally. For the purposes of this
          Agreement, "Final Order" means an action or decision that has been
          granted by the FCC as to which (A) no request for a stay or similar
          request is pending, no stay is in effect, the action or decision has
          not been vacated, reversed, set aside, annulled or suspended and any
          deadline for filing such request that may be designated by statute
          or regulation has passed, (B) no petition for rehearing or
          reconsideration or application for review is pending and the time
          for the filing of any such petition or application has passed, (C)
          the FCC does not have the action or decision under reconsideration
          on its own motion and the time within which it may effect such
          reconsideration has passed and (D) no appeal is pending, including
          other administrative or judicial review, or in effect and any
          deadline for filing any such appeal that may be designated by
          statute or rule has passed.

                  (l) Nasdaq National Market Listing. The shares of Class A
Voting Stock issuable to stockholders of TeleCorp and Tritel pursuant to this
Agreement shall have been approved for quotation on the Nasdaq National Market
System, subject only to official notice of issuance.

                  7.2 Additional Conditions to Obligations of TeleCorp. The
obligation of TeleCorp to consummate and effect the First Merger shall be
subject to the satisfaction at or prior to the Closing Date of each of the
following conditions, any of which may be waived, in writing, exclusively by
TeleCorp:

                  (a) Representations and Warranties. The representations and
warranties of Tritel contained in this Agreement shall have been true,
complete and correct as of the date of this Agreement and as of the Closing
Date except (i) to the extent that the failure of such representations and
warranties (other than the representation in Sections 4.3, 4.4 and 4.6) to be
true, complete and correct in each case or in the aggregate does not
constitute a Tritel Material Adverse Effect, (ii) for changes contemplated by
this Agreement and (iii) for those representations and warranties which
address matters only as of the date of this Agreement or any other particular
date (which shall have been true, complete and correct as of such particular
date except to the extent that the failure of such representations and
warranties to have been true, complete and correct as of such particular date
does not constitute a Tritel Material Adverse Effect) (it being understood
that, for purposes of determining the accuracy of such representations and
warranties all "Tritel Material Adverse Effect" qualifications and other
qualifications based on the word "material" or similar phrases contained in
such representations and warranties shall be disregarded). TeleCorp shall have
received a certificate with respect to the foregoing signed on behalf of
Tritel by the Chief Executive Officer and the Chief Financial Officer of
Tritel.

                  (b) Agreements and Covenants. Tritel shall have performed or
complied in all material respects with all agreements and covenants required
by this Agreement to be performed or complied with by them on or prior to the
Closing Date, and TeleCorp shall have received a certificate to such effect
signed on behalf of Tritel by the Chief Executive Officer and the Chief
Financial Officer of Tritel.

                  (c) Completion of Second Merger. The Second Merger shall
have been or shall be simultaneously completed.

                  7.3 Additional Conditions to the Obligations of Tritel. The
obligations of Tritel to consummate and effect the Second Merger shall be
subject to the satisfaction at or prior to the Closing Date of each of the
following conditions, any of which may be waived, in writing, exclusively by
Tritel:

                  (a) Representations and Warranties. The representations and
warranties of TeleCorp contained in this Agreement shall have been true,
complete and correct as of the date of this Agreement and as of the Closing
Date except (i) to the extent that the failure of such representations and
warranties (other than the representations in Sections 3.3, 3.4 and 3.6) to be
true, complete and correct in each case or in the aggregate does not
constitute a TeleCorp Material Adverse Effect, (ii) for changes contemplated
by this Agreement and (iii) for those representations and warranties which
address matters only as of the date of this Agreement or any other particular
date (which shall have been true, complete and correct as of such particular
date except to the extent that the failure of such representations and
warranties to be true, complete and correct as of such particular date does
not constitute a TeleCorp Material Adverse Effect) (it being understood that,
for purposes of determining the accuracy of such representations and
warranties all "TeleCorp Material Adverse Effect" qualifications and other
qualifications based on the word "material" or similar phrases contained in
such representations and warranties shall be disregarded). Tritel shall have
received a certificate with respect to the foregoing signed on behalf of
TeleCorp by the Chief Executive Officer and the Chief Financial Officer of
TeleCorp.

                  (b) Agreements and Covenants. TeleCorp shall have performed
or complied in all material respects with all agreements and covenants
required by this Agreement to be performed or complied with by it at or prior
to the Closing Date, and Tritel shall have received a certificate to such
effect signed on behalf of TeleCorp by the Chief Executive Officer and the
Chief Financial Officer of TeleCorp.

                  (c) Completion of First Merger. The First Merger shall have
been or shall be simultaneously completed.

                  7.4 Conditions to Obligations of the Holding Company to
Issue the Shares. The obligation of the Holding Company to issue the Shares to
AT&T (or its Affiliates) shall be subject to the satisfaction at or prior to
the Closing Date of each of the following conditions, any of which may be
waived, in writing, exclusively by the Holding Company:

                  (a) Representations and Warranties. The representations and
warranties of AT&T contained in this Agreement shall have been true, complete
and correct in all material respects as of the date of this Agreement and as
of the Closing Date except (i) for changes contemplated by this Agreement and
(ii) for those representations and warranties which address matters only as of
a particular date (which shall have been true, complete and correct in all
material respects as of such particular date). The Holding Company shall have
received a certificate with respect to the foregoing signed on behalf of AT&T
by an appropriate officer of AT&T.

                  (b) Agreements and Covenants. AT&T shall have performed or
complied in all material respects with all agreements and covenants required
by this Agreement to be performed or complied with by it at or prior to the
Closing Date, and the Holding Company shall have received a certificate to
such effect signed on behalf of AT&T by an appropriate officer of AT&T.

                  (c) No Order. No Governmental Entity shall have enacted,
issued, promulgated, enforced or entered any statute, rule, regulation,
executive order, decree, injunction or other order (whether temporary,
preliminary or permanent) which is in effect and which has the effect of (i)
making the Contribution illegal or otherwise prohibiting consummation of the
Contribution or (ii) creating a AT&T Material Adverse Effect.

                  (d) Governmental Filings and Consents. All governmental
filings required to be made prior to the Effective Time by AT&T with, and all
governmental consents required to be obtained prior to the Effective Time by
AT&T from, governmental and regulatory authorities in connection with the
execution and delivery of this Agreement by AT&T and the consummation of the
Contribution shall have been made or obtained, except where the failure to
make such filing or obtain such consent would not reasonably be expected to
result in a AT&T Material Adverse Effect.

                  (e) HSR Act. Any waiting period applicable to the
consummation of the Contribution under the HSR Act shall have expired or been
terminated.

                  (f) The Airadigm Assignment. Subject to the provisions of
Section 1.14(b), the Airadigm Assignment shall have been executed and
delivered by AT&T to the Holding Company.

                  (g) The Indus Assignment. The Indus Merger Agreement and the
Indus Assignment and Assumption Agreement shall have been executed and
delivered in the respective forms attached hereto as Exhibits H and I and the
conditions to the consummation of the transactions contemplated thereby shall
have been satisfied.

                  (h) The License Extension Amendment. AT&T shall have duly
executed and delivered the License Extension Amendment to the Holding Company.

                  (i) Exchange Agreement. The transactions contemplated by the
Exchange Agreement dated as of the date hereof between AT&T, and certain of
its Affiliates, and TeleCorp, and certain of its Affiliates (the "Exchange
Agreement"), shall have been consummated.

                  7.5 Conditions to Obligations of AT&T to Effect the
Contribution. The obligations of AT&T to effect the Contribution and execute
the License Extension Amendment shall be subject to the satisfaction at or
prior to the Closing Date of each of the following conditions, any of which
may be waived, in writing, exclusively by AT&T:

                  (a) Representations and Warranties. The representations and
warranties of each of TeleCorp and Tritel contained in this Agreement shall
have been true, complete and correct as of the date of this Agreement and as
of the Closing Date except (i) to the extent that the failure of such
representations and warranties (other than the representations in Sections
3.3, 3.4 and 3.6) to be true, complete and correct in each case or in the
aggregate does not constitute a TeleCorp Material Adverse Effect or a Tritel
Material Adverse Effect, as appropriate, (ii) for changes contemplated by this
Agreement and (iii) for those representations and warranties which address
matters only as of a particular date (which shall have been true, complete and
correct as of such particular date except to the extent that the failure of
such representations and warranties to be true, complete and correct as of
such particular date does not constitute a TeleCorp Material Adverse Effect or
a Tritel Material Adverse Effect, as appropriate) (it being understood that,
for purposes of determining the accuracy of such representations and
warranties all "TeleCorp Material Adverse Effect" and "Tritel Material Adverse
Effect" qualifications and other qualifications based on the word "material"
or similar phrases contained in such representations and warranties shall be
disregarded). AT&T shall have received a certificate with respect to the
foregoing signed on behalf of TeleCorp by the Chief Executive Officer and the
Chief Financial Officer of TeleCorp and on behalf of Tritel by the Chief
Executive Officer and the Chief Financial Officer of Tritel.

                  (b) Agreements and Covenants. TeleCorp and Tritel shall have
performed or complied in all material respects with all agreements and
covenants required by this Agreement to be performed or complied with by each
of them at or prior to the Closing Date, and AT&T shall have received a
certificate to such effect signed on behalf of TeleCorp by the Chief Executive
Officer and the Chief Financial Officer of TeleCorp and on behalf of Tritel by
the Chief Executive Officer and the Chief Financial Officer of TeleCorp.

                  (c) No Order. No Governmental Entity shall have enacted,
issued, promulgated, enforced or entered any statute, rule, regulation,
executive order, decree, injunction or other order (whether temporary,
preliminary or permanent) which is in effect and which has the effect of (i)
making the Contribution illegal or otherwise prohibiting consummation of the
Contribution, (ii) creating a TeleCorp Material Adverse Effect or a Tritel
Material Adverse Effect or (iii) which would reasonably be expected to have a
material adverse effect on AT&T.

                  (d) Governmental Filings and Consents. All governmental
filings required to be made prior to the Effective Time by TeleCorp, Tritel
and the Holding Company with, and all governmental consents required to be
obtained prior to the Effective Time by TeleCorp, Tritel, and the Holding
Company from, governmental and regulatory authorities in connection with the
Contribution shall have been made or obtained, except where the failure to
make such filing or obtain such consent would not reasonably be expected to
result in a TeleCorp Material Adverse Effect or Tritel Material Adverse
Effect, as the case may be or a material adverse effect on AT&T or the Holding
Company (assuming the First Merger and Second Merger had taken place), and the
waiting periods under the HSR Act for the consummation or the Contribution
shall have expired or been terminated.

                  (e) Completion of Mergers. The First Merger and the Second
Merger shall have been completed.

                  (f) Issuance of Shares. The Holding Company shall have
issued or shall simultaneously issue the Shares, to AT&T (or one of its
Affiliates).

                  (g) Exchange Agreement. The transactions contemplated by the
Exchange Agreement shall have been consummated.

                                 ARTICLE VIII

                                  TERMINATION

                  8.1 General. This Agreement may be terminated and the
transactions contemplated hereby may be abandoned at any time prior to the
Effective Time notwithstanding approval thereof by the stockholders of
TeleCorp and the stockholders of Tritel:

                  (a) by mutual written consent duly authorized by the Boards
of TeleCorp and Tritel;

                  (b) by TeleCorp or Tritel if the Closing shall not have
occurred on or before December 31, 2000 (the "Outside Date"); provided,
however, that if the Merger shall not have been consummated solely due to the
waiting period (or any extension thereof) or approvals under the HSR Act or
approvals or consent of the FCC not having expired or been terminated or
received, then such date shall be extended to March 31, 2001; and provided,
further, that the right to terminate this Agreement under this Section 8.1(b)
shall not be available to any party whose willful failure to fulfill any
material obligation under this Agreement has been the cause of, or resulted
in, the failure of the Closing to occur before such date;

                  (c) by TeleCorp, (A) if Tritel shall have breached or failed
to perform in any material respect any of its representations, warranties,
covenants or other agreements contained in this Agreement, which breach or
failure to perform (1) is incapable of being cured by Tritel prior to the
Outside Date, and (2) renders any condition under Sections 7.1 or 7.2
incapable of being satisfied prior to the Outside Date, or (B) if a condition
under Sections 7.1 or 7.2 to TeleCorp obligations hereunder is incapable of
being satisfied prior to the Outside Date;

                  (d) by Tritel, (A) if TeleCorp shall have breached or failed
to perform in any material respect any of its representations, warranties,
covenants or other agreements contained in this Agreement, which breach or
failure to perform (1) is incapable of being cured by TeleCorp prior to the
Outside Date, and (2) renders any condition under Sections 7.1 or 7.3
incapable of being satisfied prior to the Outside Date, or (B) if a condition
under Sections 7.1 or 7.3 to Tritel obligations hereunder is incapable of
being satisfied prior to the Outside Date;

                  (e) by TeleCorp or Tritel, upon written notice to the other
party, if a governmental authority of competent jurisdiction shall have issued
an injunction, order or decree enjoining or otherwise prohibiting the
consummation of the transactions contemplated by this Agreement (other than
just the Contribution), and such injunction, order or decree shall have become
final and non-appealable; provided, however, that the party seeking to
terminate this Agreement pursuant to this clause (v) has used reasonable best
efforts to remove such injunction, order or decree; or

                  (f) by either TeleCorp, Tritel or AT&T (with respect to the
Contribution only) if the TeleCorp Proposals or the Tritel Proposals shall
fail to have been approved as provided herein at the TeleCorp Stockholder
Meeting or the Tritel Stockholder Meeting, as applicable, including any
adjournments thereof.

                  8.2 Obligations in Event of Termination. In the event of any
termination of this Agreement as provided in Section 8.1, this Agreement shall
forthwith become wholly void and of no further force and effect and there
shall be no liability on the part of TeleCorp, Tritel or AT&T, except that the
obligations of the parties under the last sentence of Section 1.14(c), the
last sentences each of Sections 6.1(a), (b) and (c), Section 6.21 (but only if
an Early Indus Closing shall have occurred), Section 10.2 and this Section 8.2
shall remain in full force and effect, and except that termination shall not
preclude any party from suing the other party for breach of this Agreement.

                  8.3 Termination of Contribution. The provisions of this
Agreement relating to the Contribution may be terminated and the Contribution
may be abandoned at any time notwithstanding approval thereof by the
stockholders of TeleCorp and the stockholders of Tritel:

                  (a) by mutual written consent duly authorized by the Boards
of the Holding Company (or, before the Effective Time, TeleCorp) and AT&T;

                  (b) by either the Holding Company (or, before the Effective
Time, TeleCorp) or AT&T if the Closing shall have occurred but the
Contribution shall not have occurred on or before the Outside Date; provided,
however, that the right to terminate the Contribution under this Section
8.3(b) shall not be available to any party whose willful failure to fulfill
any material obligation under this Agreement has been the cause of, or
resulted in, the failure of the Contribution to occur before such date;

                  (c) by either the Holding Company (or, before the Effective
Time, TeleCorp) or AT&T, upon written notice to the other party, if a
Governmental Authority of competent jurisdiction shall have issued an
injunction, order or decree enjoining or otherwise prohibiting the
consummation of the Contribution, and such injunction, order or decree shall
have become final and non-appealable; provided, however, that the party
seeking to terminate this Agreement pursuant to this Section 8.3(c) has used
reasonable best efforts to remove such injunction, order or decree; or

                  (d) by TeleCorp or the Holding Company pursuant to Section
1.14(d)(ii).

                  8.4 Obligations in Event of Termination of Contribution. In
the event of any termination of the provisions of this Agreement relating to
the Contribution, as provided in Section 8.3, such provisions shall forthwith
become wholly void and of no further force and effect and there shall be no
liability in respect thereof on the part of the Holding Company, TeleCorp,
Tritel or AT&T, except that the obligations of the parties under the last
sentence of Section 1.14(c) shall remain in full force and effect, and except
that such termination shall not relieve any party from liability for breach of
this Agreement.

                                  ARTICLE IX

                                  NO SURVIVAL

                  9.1 No Survival of Representations and Warranties. All
representations and warranties in this Agreement of any Party or in any
instrument delivered pursuant to this Agreement (each as modified by the
appropriate Disclosure Schedule) shall terminate at the Effective Time.

                                  ARTICLE X

                                 MISCELLANEOUS

                  10.1 Public Announcements. Prior to the Closing Date, no
news release or other public announcement pertaining in any way to the
transactions contemplated by this Agreement will be made by either TeleCorp,
Tritel or AT&T without the prior consent of the other party, unless in the
opinion of counsel to such party such release or announcement is required by
applicable law or the requirements of the Nasdaq National Market.

                  10.2 Fees and Expenses. (a) Except as set forth in this
Section 10.2, all fees and expenses, including Taxes, incurred in connection
with this Agreement and the transactions contemplated hereby shall be paid by
the party incurring such expenses whether or not the Mergers and the
Contribution are consummated; provided, however, that TeleCorp and Tritel
shall share equally all fees and expenses, other than attorneys' and
accountants' fees and expenses, incurred in relation to the printing and
filing (with the SEC) of the Joint Proxy Statement (including any preliminary
materials related thereto) and the Registration Statement (including financial
statements and exhibits) and any amendments or supplements thereto.

                  (b) The Holding Company shall file any return with respect
to any state or local transfer, stamp, sales or similar Taxes (including any
penalties or interest with respect thereto), if any, which are attributable to
(i) the transfer of the beneficial ownership of TeleCorp's or Tritel's real
property or (ii) the transfer of Tritel's Common or Preferred Stock or
TeleCorp's Common or Preferred Stock pursuant to this Agreement (collectively,
the "Transfer Taxes") as a result of the Mergers. Each of TeleCorp and Tritel
acknowledges that the amount of the Transfer Taxes payable with respect to any
shares of TeleCorp's Common or Preferred Stock or Tritel's Common or Preferred
Stock may be withheld by the Holding Company from the amount paid pursuant to
the Mergers with respect to such shares to the extent required by law.
TeleCorp, AT&T and Tritel shall cooperate with the Holding Company in the
filing of such returns, including supplying in a timely manner a complete list
of all real property interests held by TeleCorp or Tritel and any information
with respect to such property that is reasonably necessary to complete such
returns. The fair market value of any real property of TeleCorp or Tritel
subject to the Transfer Taxes shall be determined by the Holding Company in
its discretion.

                  10.3 Notices. All notices, requests, demands and other
communications which are required or may be given under this Agreement shall
be in writing and shall be deemed to have been duly given if delivered
personally, if telecopied or mailed, first class mail, postage prepaid, return
receipt requested, or by overnight courier as follows:

                  If to TeleCorp:

                           TeleCorp PCS, Inc.
                           1010 Glebe Road
                           Arlington, VA  22201
                           Attn:  Thomas Sullivan

                  with a copy to:

                           Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
                           One Financial Center
                           Boston, MA  02111
                           Attention:  John R. Pomerance
                           Fax:  (617) 542-2241

                           Cadwalader, Wickersham & Taft
                           100 Maiden Lane
                           New York, NY  10038
                           Attention:  Brian Hoffmann
                           Fax:  (212) 504-6666

                  If to Tritel:

                           Tritel, Inc.
                           111 East Capital Street, Suite 500
                           Jackson, MS  39201
                           Attention:  E.B.  Martin
                           Fax:  601-914-8285

                  with a copy to:

                           Brown & Wood LLP
                           One World Trade Center
                           New York, NY 10048
                           Attention:  Michael King
                           Fax:  (212) 839-5599

                  If to AT&T:

                           AT&T Wireless Services, Inc.
                           7277 164th Avenue NE
                           Redmond, WA  98052
                           Attention:  William H. Hague
                           Fax:  (425) 580-8405

                  with a copy to:

                           AT&T Corp.
                           295 North Maple Avenue
                           Basking Ridge, NJ  07920
                           Attention:  Marilyn J. Wasser
                           Fax:  (908) 221-6618

                  with a copy to:

                           Wachtell Lipton, Rosen & Katz
                           51 West 52nd Street
                           New York, NY  10019
                           Attention: Steven A. Rosenblum and Trevor S. Norwitz
                           Fax:  (212) 403-2000

or to such other address as either party shall have specified by notice in
writing to the other party. All such notices, requests, demands and
communications shall be deemed to have been received on the date of personal
delivery or telecopy, on the third business day after the mailing thereof or
on the first day after delivery by overnight courier.

                  10.4 Certain Definitions. For purposes of this Agreement,
the term:

                  (a) "Affiliate" means a Person that directly or indirectly,
through one or more intermediaries, controls, is controlled by, or is under
common control with, the first mentioned Person;

                  (b) "Court" means any court or arbitration tribunal of the
United States, any domestic state, or any foreign country, and any political
subdivision thereof.

                  (c) "Environmental Laws" means any Law pertaining to: (i)
the protection of the indoor or outdoor environment; (ii) the conservation,
management or use of natural resources and wildlife; (iii) the protection or
use of surface water and ground water; (iv) the management, manufacture,
possession, presence, use, generation, transportation, treatment, storage,
disposal, emission, discharge, release, threatened release, abatement,
removal, remediation or handling of, or exposure to, any Hazardous Material;
or (v) pollution of air, land, surface water and ground water; and includes,
without limitation, the Comprehensive Environmental, Response, Compensation,
and Liability Act of 1980, as amended, and the Regulations promulgated
thereunder and the Solid Waste Disposal Act, as amended, 42 U.S.C. ss.ss. 6901
et seq.

                  (d) "Foreign Competition Laws" means any foreign statutes,
rules, Regulations, Orders, administrative and judicial directives, and other
foreign Laws, that are designed or intended to prohibit, restrict or regulate
actions having the purpose or effect of monopolization, lessening of
competition or restraint of trade.

                  (e) "Governmental Authority" means any governmental,
legislature agency or authority (other than a Court) of the United States, any
domestic state, or any foreign country, and any political subdivision or
agency thereof, and includes any authority having governmental or
quasi-governmental powers, including any administrative agency or commission.

                  (f) "Hazardous Material" means any substance, chemical,
compound, product, solid, gas, liquid, waste, by-product, pollutant,
contaminant or material which is hazardous or toxic and is regulated under any
Environmental Law, and includes without limitation, asbestos or any substance
containing asbestos, polychlorinated biphenyls or petroleum (including crude
oil or any fraction thereof), or any substance defined or regulated as a
"hazardous material", "hazardous waste", "hazardous substance", "toxic
substance", or similar term under any Environmental Law or regulation
promulgated thereunder.

                  (g) "Law" means all laws, statutes, ordinances and
Regulations of any Governmental Authority including all decisions of Courts
having the effect of law in each such jurisdiction;

                  (h) "Lien" means any mortgage, pledge, security interest,
attachment, encumbrance, lien (statutory or otherwise), option, conditional
sale agreement, right of first refusal, first offer, termination,
participation or purchase or charge of any kind (including any agreement to
give any of the foregoing); provided, however, that the term "Lien" shall not
include (i) statutory liens for Taxes, which are not yet due and payable or
are being contested in good faith by appropriate proceedings, (ii) statutory
or common law liens to secure landlords, lessors or renters under leases or
rental agreements confined to the premises rented, (iii) deposits or pledges
made in connection with, or to secure payment of, workers' compensation,
unemployment insurance, old age pension or other social security programs
mandated under applicable Laws, (iv) statutory or common law liens in favor of
carriers, warehousemen, mechanics and materialmen, to secure claims for labor,
materials or supplies and other like liens, and (v) restrictions on transfer
of securities imposed by applicable state and federal securities Laws;

                  (i) "Litigation" means any suit, action, arbitration, cause
of action, claim, complaint, criminal prosecution, investigation, demand
letter, governmental or other administrative proceeding, whether at law or at
equity, before or by any Court or Governmental Authority, before any
arbitrator or other tribunal;

                  (j) "Parties" shall mean the signatories to this Agreement,
provided that such term shall not include AT&T except in the context of the
Contribution, it being understood that AT&T's only obligations under the
Agreeement relate to the Contribution and the waiver contained in Section
6.17(b).

                  (k) "Order" means any judgment, order, writ, injunction,
ruling or decree of, or any settlement under the jurisdiction of any Court or
Governmental Authority.

                  (l) "Person" means an individual, corporation, partnership,
association, trust, unincorporated organization, limited liability company,
other entity or group (as defined in Section 13(d)(3) of the Exchange Act);

                  (m) "Regulation" means any rule or regulation of any
Governmental Entity having the effect of Law; and

                  (n) "Subsidiary" or "Subsidiaries" of any corporation,
partnership, joint venture, limited liability company or other legal entity of
which such Person (either alone or through or together with any other
Subsidiary) owns, directly or indirectly, 50% or more of the stock or other
equity interests the holders of which are generally entitled to vote for the
election of the board of directors or other governing body of such corporation
or other legal entity.

                  10.5 Interpretation. When a reference is made in this
Agreement to Sections, subsections, Schedules or Exhibits, such reference
shall be to a Section, subsection, Schedule or Exhibit to this Agreement
unless otherwise indicated. The words "include," "includes" and "including"
when used herein shall be deemed in each case to be followed by the words
"without limitation." The word "herein" and similar references mean, except
where a specific Section or Article reference is expressly indicated, the
entire Agreement rather than any specific Section or Article.

                  10.6 Entire Agreement. This Agreement, the TeleCorp Voting
Agreement, the Tritel Voting Agreement, the Exchange Agreement, the
Stockholders Agreement, the Investors Stockholder Agreement, the License
Extension Amendment and the letter agreements executed by Tritel and TeleCorp
on the date hereof with Mr. William Mounger and Mr. E.B. Martin, including the
Exhibits and Schedules hereto, constitute the entire agreement between the
parties hereto and supersedes all prior agreements and understandings, oral
and written, between the parties hereto with respect to the subject matter
hereof.

                  10.7 Binding Effect; Benefit. This Agreement shall inure to
the benefit of and be binding upon the parties hereto and their respective
successors and assigns. Except as otherwise provided in Section 2.4, nothing
in this Agreement, expressed or implied, is intended to confer on any Person
other than the parties hereto or their respective successors and assigns, any
rights, remedies, obligations or liabilities under or by reason of this
Agreement.

                  10.8 Assignability. This Agreement shall not be assignable
by TeleCorp without the prior written consent of Tritel and AT&T, by Tritel
without the prior written consent of TeleCorp and AT&T or by AT&T without the
prior written consent of TeleCorp and Tritel (except that AT&T may assign its
rights but not its obligations hereunder to an Affiliate of AT&T).

                  10.9 Amendment; Waiver. This Agreement may be amended,
supplemented or otherwise modified only by a written instrument executed by
the parties hereto. No waiver by either party of any of the provisions hereof
shall be effective unless explicitly set forth in writing and executed by the
party so waiving. Except as provided in the preceding sentence, no action
taken pursuant to this Agreement, including without limitation, any
investigation by or on behalf of any party, shall be deemed to constitute a
waiver by the party taking such action of compliance with any representations,
warranties, covenants or agreements contained herein, and in any documents
delivered or to be delivered pursuant to this Agreement and in connection with
the Closing hereunder. The waiver by any party hereto of a breach of any
provision of this Agreement shall not operate or be construed as a waiver of
any subsequent breach.

                  10.10 Section Headings; Table of Contents. The section
headings contained in this Agreement and the table of contents to this
Agreement are for reference purposes only and shall not affect the meaning or
interpretation of this Agreement.

                  10.11 Severability. If any provision of this Agreement shall
be declared by any court of competent jurisdiction to be illegal, void or
unenforceable, all other provisions of this Agreement shall not be affected
and shall remain in full force and effect.

                  10.12 Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be deemed to be an original and
all of which together shall be deemed to be one and the same instrument.

                  10.13 GOVERNING LAW; JURISDICTION AND SERVICE OF PROCESS.
THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE
WITH, THE DOMESTIC LAWS OF THE STATE OF DELAWARE WITHOUT GIVING EFFECT TO ANY
CHOICE OF LAW OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE STATE OF
DELAWARE OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE
LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE. EACH OF THE PARTIES
HERETO IRREVOCABLY AGREES THAT ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO
THIS AGREEMENT OR FOR RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT IN RESPECT
HEREOF BROUGHT BY ANY OTHER PARTY HERETO OR ITS SUCCESSORS OR ASSIGNS MAY BE
BROUGHT AND DETERMINED IN THE COURTS OF THE STATE OF DELAWARE, AND EACH OF THE
PARTIES HERETO HEREBY IRREVOCABLY SUBMITS WITH REGARD TO ANY SUCH ACTION OR
PROCEEDING FOR ITSELF AND IN RESPECT TO ITS PROPERTY, GENERALLY AND
UNCONDITIONALLY, TO THE NONEXCLUSIVE JURISDICTION OF THE AFORESAID COURTS.
EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO
ASSERT, BY WAY OF MOTION, AS A DEFENSE, COUNTERCLAIM OR OTHERWISE, IN ANY
ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT, ANY CLAIM (A) THAT IT IS
NOT PERSONALLY SUBJECT TO THE JURISDICTION OF THE ABOVE-NAMED COURTS FOR ANY
REASON, (B) THAT IT OR ITS PROPERTY IS EXEMPT OR IMMUNE FROM JURISDICTION OF
ANY SUCH COURT OR FROM ANY LEGAL PROCESS COMMENCED IN SUCH COURTS (WHETHER
THROUGH SERVICE OF JUDGMENT, EXECUTION OF JUDGMENT, OR OTHERWISE), OR (C) TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THAT (I) THE SUIT, ACTION OR
PROCEEDING IN SUCH COURT IS BROUGHT IN AN INCONVENIENT FORUM, (II) THE VENUE
OF SUCH SUIT, ACTION OR PROCEEDING IS IMPROPER AND (III) THIS AGREEMENT, OR
THE SUBJECT MATTER HEREOF, MAY NOT BE ENFORCED IN OR BY SUCH COURTS.


                          [Intentionally Left Blank]


                  IN WITNESS WHEREOF, the parties hereto have executed and
delivered this Agreement as of the date first above written.


                                       TELECORP PCS, INC.



                                       By: _____________________________
                                           Name:________________________
                                           Title:________________________



                                        TRITEL, INC.



                                        By: ___________________________
                                            Name:______________________
                                            Title:_____________________


                                        AT&T WIRELESS SERVICES, INC.



                                        By: __________________________
                                            Name:_____________________
                                            Title:_____________________





                               GLOSSARY OF TERMS
Defined Term                                                  Section
------------                                                  -------

Airadigm Assignment...........................................1.14(a)
Airadigm Purchase Agreement...................................1.14
Affiliate.....................................................10.4(a)
Agreement.....................................................Preamble
License Extension Amendment...................................1.14
Acquisition Proposals.........................................6.5(c)
Average Closing Price.........................................1.11(c)
AT&T..........................................................Preamble
AT&T Excess Assets............................................1.14
Blue Sky Laws.................................................3.6(b)
Cash Contribution.............................................1.14(a)
Certificates .................................................1.12(c)
Certificates of Merger........................................1.2
Class A Voting Stock..........................................1.6(a)(i)
Class C Common Stock..........................................1.6(a)(iii)
Class D Common Stock..........................................1.6(a)(iv)
Class E Common Stock..........................................1.6(c)(iii)
Class F Common Stock..........................................1.6(c)(iv)
Closing Date..................................................1.15
Closing.......................................................1.15
COBRA Coverage................................................3.15(d)
Code..........................................................Recitals
Communications Act............................................3.6(b)
Confidentiality Agreement.....................................6.1(a)
Contributed Property..........................................1.14(a)
Contribution..................................................Recitals
Court.........................................................10.4(b)
DGCL..........................................................Recitals
Effective Time................................................1.2
Environmental Laws............................................10.4(c)
ERISA Affiliate...............................................3.15(a)
ERISA.........................................................3.15(a)
Evaluation Material...........................................6.1(a) and (b)
Excess Shares.................................................1.11
Exchange Act..................................................3.6(b)
Exchange Agent ...............................................1.12(a)
Exchange Agreement ...........................................1.14
Exchange Ratios ..............................................1.6(e)
Express Shares ...............................................1.11
FCC...........................................................3.6(b)
Final Order...................................................7.1(k)
First Merger..................................................Recitals
First Merger Sub..............................................Recitals
First Merger Sub Common Stock.................................1.9(a)
Foreign Competition Laws......................................10.4(d)
GAAP..........................................................3.9(b)
Governmental Authority........................................10.4(e)
Hazardous Material............................................10.4(f)
The Holding Company...........................................Recitals
Holding Company Capital Stock.................................1.6(f)
Holding Company Common Stock .................................1.6(f)
Holding Company Preferred Stock ..............................1.6(f)
HSR Act.......................................................3.6(b)
Indemnified Parties...........................................2.4(b)
Indirect Tritel Authorizations................................4.10(b)
Indirect TeleCorp Authorizations..............................3.10(b)
Indus Amendments..............................................1.14(c)
Indus Assignment and Assumption Agreement.....................1.14(a)
Indus Merger Agreement........................................1.14(a)
Indus Transaction Costs.......................................1.14(c)
Interim Period................................................6.1(a)
IRS...........................................................3.15(b)
Joint Proxy Statement.........................................3.17
Law...........................................................10.4(g)
Lehman Brothers...............................................3.25
Lien..........................................................10.4(h)
Litigation....................................................10.4(i)
Merger Subs...................................................Recitals
Mergers.......................................................Recitals
Most Recent Tritel Balance Sheet..............................4.20(b)
Most Recent TeleCorp Balance Sheet............................3.20(c)
Network Membership License Agreement..........................1.14(a)
Option Plans..................................................1.8
Order.........................................................10.4(j)
Ordinary Course of Business...................................3.12
Other Filings.................................................6.3(b)
Outside Date..................................................8.1(b)
Outstanding Employee Options..................................1.8
Outstanding Tritel Options ...................................4.3(b)
Party.........................................................6.5(c)
Permitted Encumbrances........................................3.19
Person........................................................10.4(k)
Plan of Reorganization........................................1.14(a)
Registration Statement........................................3.17
Regulation....................................................10.4(l)
Related Agreement.............................................3.4
Replacement Assets............................................1.14(d)
Representatives...............................................6.1(a)
SEC...........................................................3.7
Second Merger.................................................Recitals
Second Merger Sub.............................................Recitals
Second Merger Sub Common Stock................................1.9(b)
Second Request................................................5.9(c)
Securities Act................................................3.3(h)
Series A Preferred Stock......................................1.6(b)(i)
Series B Preferred Stock .....................................1.6(b)(ii)
Series C Preferred Stock......................................1.6(b)(iii)
Series D Preferred Stock......................................1.6(b)(iv)
Series E Preferred Stock......................................1.6(b)(v)
Series F Preferred Stock......................................1.6(b)(vi)
Series G Preferred Stock......................................1.6(d)
Shares........................................................Recitals
Special Vote..................................................3.5
Subsidiary or Subsidiaries....................................10.4(m)
Superior Proposal.............................................6.5(a)
Systems.......................................................3.27(a)
Tritel........................................................Preamble
Tritel 1999 Plan..............................................1.8(b)
Tritel Authorizations.........................................4.10(a)
Tritel Capital Stock..........................................1.6(d)
Tritel Common Stock...........................................1.6(c)
Tritel Directors Plan.........................................1.8(a)
Tritel Disclosure Schedule....................................4
Tritel Employee Plans.........................................4.15(a)
Tritel ERISA Affiliate........................................4.15(a)
Tritel Exchange Ratio.........................................1.6(e)
Tritel FCC Application........................................4.10(b)
Tritel II.....................................................1.1
Tritel Intellectual Property Rights...........................4.22(a)
Tritel Licenses and Applications..............................4.10(b)
Tritel Material Adverse Effect................................4
Tritel Material Contracts.....................................4.7
Tritel Merger Consideration...................................1.6(g)
Tritel Preferred stock........................................1.6(d)
Tritel Proposals..............................................6.3(b)
Tritel S-1....................................................4.9(a)
Tritel SEC Reports............................................4.9(a)
Tritel State Authorizations...................................4.10(b)
Tritel Stockholders Meeting...................................3.17
Tritel Third Party Intellectual Property Rights...............4.22(b)
Tritel Voting Agreement.......................................4.15(a)
Tax...........................................................3.20(a)
Taxes.........................................................3.20(a)
Tax Returns...................................................3.20(a)
TeleCorp......................................................Preamble
TeleCorp 1998 Plan............................................1.8(a)
TeleCorp 1999 Plan............................................1.8(a)
TeleCorp Authorizations ......................................3.10(a)
TeleCorp Capital Stock........................................1.6(b)
TeleCorp Common Stock.........................................1.6(a)
TeleCorp Disclosure Schedule..................................3
TeleCorp Employee Plans.......................................3.15(a)
TeleCorp ERISA Affiliate......................................3.15(a)
TeleCorp Exchange Ratio.......................................1.6(e)
TeleCorp FCC Applications.....................................3.10(b)
TeleCorp II...................................................1.1
TeleCorp Intellectual Property Rights.........................3.22(a)
TeleCorp Licenses and Applications............................3.10(b)
TeleCorp Material Adverse Effect .............................3
TeleCorp Material Contracts...................................3.7
TeleCorp Merger Considerations................................1.6(f)
TeleCorp Option Plan..........................................1.8(a)
TeleCorp Options..............................................3.3(b)(v)
TeleCorp Preferred Stock......................................1.6(b)
TeleCorp Proposals............................................6.3(b)
TeleCorp Restricted Stock Plan................................1.8(e)
TeleCorp S-1..................................................3.9(a)
TeleCorp SEC Reports..........................................3.9(a)
TeleCorp State Authorizations.................................3.10(b)
TeleCorp Stockholders Meeting.................................3.17
TeleCorp Third Party Intellectual Property Rights.............3.22(b)
TeleCorp Voting Agreement.....................................3.4
Third Party...................................................6.5(c)
Transfer Taxes................................................10.2(b)
Transition Committee..........................................6.18
Voting Preference Stock.......................................1.6(a)(v)
Waiver........................................................6.17(b)
WARN Act......................................................3.16

                                  SCHEDULE A

                        Board of Directors and Officers

TELECORP II:

Officers:


        NAME                                      POSITION


    Gerald T. Vento                             Chief Executive Officer
  Thomas H. Sullivan                     President, Treasurer and Secretary
    Julie A. Dobson                             Chief Operating Officer


Board of Directors:

        NAME                                      POSITION

   Thomas H. Sullivan                             Director
    Gerald T. Vento                               Director


TRITEL II:

Officers:

        NAME                                       POSITION

   Gerald T. Vento                            Chief Executive Officer
 Thomas H. Sullivan                       President, Treasurer and Secretary
   William Arnett                             Chief Operating Officer


Board of Directors:

        NAME                                       POSITION

   Thomas H. Sullivan                              Director
   Gerald T. Vento                                 Director


HOLDING COMPANY:

Officers:

        NAME                                       POSITION

   Gerald T. Vento                           Chief Executive Officer
  Thomas H. Sullivan                         Chief Financial Officer
  William M. Mounger                    Chairman of the Board of Directors
    E.B. Martin                       Vice-Chairman of the Board of Directors


Board of Directors:

   CLASS                       NAME                            POSITION

  Class of 2001              Gerald T. Vento                   Director
                             Thomas H. Sullivan                Director
                            William M. Mounger*                Director
                               E.B. Martin*                    Director

  Class 2002                 Alex P. Coleman                   Director
                            Michael R. Hannon                  Director
                            Michael Schwartz                   Director
                            Mary Hawkins-Key                   Director
                             Scott Anderson                    Director

  Class of 2003               James M. Hoak                    Director
                           David A. Jones, Jr.                 Director
                           Andrew Hubregsen                    Director
                        [Designee of Majority of Voting        Director
                           Preferred and Reasonably
                           Satisfactory to AT&T]
                              Rohit M. Desai                   Director





*  Mr. Mounger and Mr. Martin hold two seats, but are entitled to one vote.



                                  SCHEDULE B

                   Certain Actions Pending the Closing Date

                  1.     Notwithstanding anything to the contrary in the
Agreement, TeleCorp may enter into and consummate (with only immaterial
changes therein) the transactions contemplated by the Swap Agreement with AT&T
(or its Affiliates) pursuant to which TeleCorp is exchanging certain assets
for assets controlled by AT&T (or its Affiliates).

                  2.     Notwithstanding anything to the contrary in the
Agreement, in the event that between the date hereof and Closing Date, either
Party wishes to participate in any Federal Communications Commission auctions
of licenses to radio spectrum for use in providing wireless communications
services or wishes to enter into any transactions with AT&T Wireless PCS, LLC
for the acquisition and/or disposition of any such licenses with a transaction
value not to exceed $500,000,000, such Party shall have the authority to take
such actions if approved by a majority of the Transition Committee.