<PAGE>

                                   MANAGEMENT

Directors, Executive Officers and Other Key Employees

   The following table presents information with respect to our directors,
executive officers and other key employees.

<TABLE>
<CAPTION>
                Name            Age                   Position
      <S>                       <C> <C>
      Timothy M. Yager          31  President, Chief Executive Officer and
                                     Director

      Linda K. Wokoun           45  Executive Vice President, Chief Operating
                                    Officer

      Stebbins B. Chandor, Jr.  40  Senior Vice President, Chief Financial
                                    Officer

      Anthony R. Muscato        52  Senior Vice President, Chief Technical
                                    Officer

      William W. King, Jr.      61  Vice President, Strategic Planning and
                                    Director

      Leroy R. Horsman          56  Vice President, Sales & Marketing

      Patricia M. Greteman      39  Controller

      Alan C. Anderson          62  Chairman of the Board of Directors

      Donald L. Bell            55  Director

      Michael S. Chae           32  Director

      Brian J. Gernant          42  Director

      Lawrence H. Guffey        32  Director

      Robert W. Schwartz        61  Director

      George Patrick Tays       48  Director
</TABLE>

   Timothy M. Yager has been President, Chief Executive Officer and Manager of
Illinois PCS, LLC since January 1999 and has been President, Chief Executive
Officer and Director of iPCS, Inc. since its formation. From January 1995 to
January 1999, he was the Senior Vice President of Geneseo Communications, Inc.,
an independent telephone company in Illinois. During this time, he founded and
was also the Chief Operating Officer, General Manager and later the President
of GenSoft Systems, Inc., a subsidiary of Geneseo Communications, Inc. that
designs software to provide information and billing services to the
telecommunications industry. Prior to January 1995, Mr. Yager was a Project
Manager at Geneseo Telephone Company. He was elected to the Board of Directors
of Cambridge Telcom in April 1997. Mr. Yager is the son-in-law of Mr. Anderson,
our Chairman.

   Linda K. Wokoun has been Executive Vice President, Chief Operating Officer
of iPCS, Inc. (and its predecessor) since March 2000. From April 1996 to
January 2000, she served as Vice President--Wireless Operations for Ameritech
Cellular, which prior to its merger with SBC, served over 3 million cellular
and 1.5 million paging customers. Ms. Wokoun served as Ameritech Cellular's
Vice President of Marketing from November 1994 to April 1996 and Vice
President--General Manager Missouri (CyberTel, an Ameritech Company) from
September 1992 to November 1994. Ms. Wokoun has held a variety of operations,
marketing and business development roles in her 20 year telecommunications
career.

   Stebbins B. Chandor, Jr. has been Senior Vice President, Chief Financial
Officer of iPCS, Inc. (and its predecessor) since March 2000. From August 1995
to March 2000, he was Senior Vice President and Chief Financial Officer for
Metro One Telecommunications, Inc., a publicly traded provider of enhanced
directory assistance and information services to the wireless
telecommunications industry. From June 1985 to August 1995, Mr. Chandor served
in various

                                       1
<PAGE>

corporate finance capacities with BA Securities, Inc., a wholly-owned
subsidiary of BankAmerica Corporation, and affiliated or predecessor firms
including Bank of America and Continental Bank N.A.

   Anthony R. Muscato, has been Senior Vice President, Chief Technology Officer
of iPCS, Inc. (and its predecessor) since March 2000. From October 1999 until
March 2000, he served as Vice President of Merger Integration for GTE Wireless.
From February 1991 to March 1999, Mr. Muscato served in a variety of positions
with Ameritech Cellular, most recently as Vice President of Business Transition
for Ameritech Cellular. From October 1997 to March 1999, he served as Vice
President of Network Planning, Engineering and Operations and from June 1996 to
October 1997, he served as Vice President of Network Planning. From October
1992 to June 1996, Mr. Muscato served as Director of Engineering and Operations
for the Illinois market and from February 1991 to October 1992, he served as
Director of Engineering. Prior to this Mr. Muscato served in a number of
positions in network operations, business marketing, corporate strategy,
residence installation and maintenance and information technology at Ameritech
and its predecessor company, Illinois Bell Telephone Company.

   William W. King, Jr. has been Vice President, Strategic Planning of Illinois
PCS, LLC since February 1999, and has been Vice President, Strategic Planning
and Director of iPCS, Inc. since its formation. From July 1994 to February
1999, he served as the Director of Wireless Services for Cathey, Hutton &
Associates, a telecommunications consultant to independent telephone and
wireless companies and other entrepreneurial clients. From July 1990 to March
1994, Mr. King was the President and Chief Operating Officer of Cellular
Communications of Puerto Rico. Prior to this, since July 1962, Mr. King has
held various leadership positions for AT&T where he rose to the level of Area
Vice President and Chief Operating Officer of AT&T of Puerto Rico/Virgin
Islands.

   Leroy R. Horsman has been Vice President, Sales & Marketing of iPCS, Inc.
(and its predecessor) since April 2000. Mr. Horsman has more than twenty-five
years of experience in the commercial radio and wireless industries. From
August 1998 to April 2000, Mr. Horsman was Vice President of Sales for Emerald
Bay Systems, Inc. which was acquired by Decide.com. From May 1995 to August
1998, Mr. Horsman served as Regional Sales Manager for Andrew Corporation. From
1993 to 1995, Mr. Horsman developed a consulting practice and was involved in
the early stages of application development, new product development, and
network implementation projects for SMR networks, location systems, and other
non-voice wireless applications. From 1988 to 1993, Mr. Horsman held a position
with Cellular Data, Inc., in Palo Alto, California, a start-up wireless packet
data technology company. From 1986 to 1988, Mr. Horsman served as the Director
of Sales and Marketing for Southwestern Bell Mobile Systems in Dallas/Fort
Worth, Texas. In 1981, Mr. Horsman joined NEC where he was instrumental in the
deployment of early digital paging systems and cellular phones. From 1973 to
1981, Mr. Horsman worked at Motorola C&E in Dallas, Texas.

   Patricia M. Greteman has been the Controller of Illinois PCS, LLC since May
1999 and has held the same position with iPCS, Inc. since its formation. From
May 1993 to April 1999, she served as the Controller of ACC of Kentucky, LLC, a
cellular carrier covering a territory with over 1 million total residents. From
November 1991 to April 1992, Ms. Greteman served as the Controller of Arch
Mineral Corporation's Catenary Coal Company. From August 1989 to October 1991,
she served as the Assistant Controller of Arch of Kentucky.

                                       2
<PAGE>

   Alan C. Anderson has served as a representative of an owner of Illinois PCS,
LLC since January 1999 and as Chairman of the Board of Directors of iPCS, Inc.
since its formation March 2000. Mr. Anderson is President and CEO of Geneseo
Communications, Inc., a telecommunications holding company, and has served in
that position since November 1994. From 1981 through 1994, Mr. Anderson held
various positions, including General Manager, with Geneseo Telephone Company.
He has served as General Manager of Cambridge Telcom, Inc., a
telecommunications holding company, since 1987 and from 1985 to 1987 Mr.
Anderson served as Assistant General Manager of Cambridge Telephone Company.
Since April 1996, Mr. Anderson has served as Vice President, General Manager,
Secretary and Treasurer of Henry County Communications, Inc., and from July
1981 until April 1996 he was Vice President and General Manager of Henry County
Telephone Company. In addition, Mr. Anderson serves on the Illinois Telephone
Association Board of Directors; he served as President of the Board of
Directors in 1990 and 1991. He has served on the Board of Directors of Central
Trust and Savings Bank since 1992 and currently serves on the Board of
Directors of Central Bank Corporation, Celebrate Communications, LLC and
GenSoft Systems, Inc. Prior to July 1981, Mr. Anderson served as an officer of
the U.S. Air Force. Mr. Anderson is the father-in-law of Mr. Yager, our
President, Chief Executive Officer and a Director.

   Donald L. Bell has served as a representative of an owner of Illinois PCS,
LLC since January 1999 and as a Director of iPCS, Inc. since its formation. He
also serves as Vice President and CEO of Cass Communications Management, Inc, a
telecommunications company, since January 1994. Mr. Bell has served in various
positions for Cass Communications for the past 30 years, including Plant
Manager, Operational Manager, Vice President of Cass Telephone Company and
President of Cass Long Distance Company. He served on the Board of Directors of
Illinois 4 Limited Partnership, a telecommunications company, from 1986 to
1993. In addition, Mr. Bell has served as President of Illinois Independent
Telephone Association since May 1994. Mr. Bell has served as a member of the
Board of Directors of the Illinois Telecommunications Association since June
1991 and he is also a Director of Cass Telephone Company, Cass Communications
Management and Cass Long Distance Company.

   Michael S. Chae has served as a Director of iPCS, Inc. since August 2000.
Mr. Chae also serves as a Principal of the Blackstone Group in its Principal
Investment Group. Since joining Blackstone in 1997, Mr. Chae has worked on many
of Blackstone's principal investments, including Centennial Communications,
PaeTec Communications, U.O.L., and American Axle & Manufacturing. Prior to
joining Blackstone, Mr. Chae worked as an Associate at the Carlyle Group, L.P.,
a Washington, D.C. based private equity investment firm from 1993 to 1994, and
prior to that was an Analyst at Dillon, Read & Co. from 1991 to 1993.

   Brian J. Gernant has served as a Director of iPCS, Inc. since March 2000.
Mr. Gernant also serves as Director of Geneseo Communications, Inc., a
telecommunications holding company, and has served in that position since July
1998. Mr. Gernant is the Branch Manager, Vice President-Investments of the
Geneseo, Illinois office of A.G. Edwards & Sons Inc. Since March, 1995,
Mr. Gernant has been employed by A.G. Edwards and has been a Branch Manager
since January 1997. A.G. Edwards & Sons, Inc. has not performed any due
diligence, expresses no opinion and makes no recommendations regarding
participation in this exchange offer.

                                       3
<PAGE>

   Lawrence H. Guffey has served as a Director of iPCS, Inc. since August 2000.
Mr. Guffey also serves as a Senior Managing Director of the Blackstone Group in
its Principal Investment Group with responsibility for the day-to-day
management of the investment activities of Blackstone Communications Partners I
L.P. Since joining Blackstone in 1991, Mr. Guffey has worked on virtually all
of Blackstone's communications-related principal investments, including Bresnan
Communications, Centennial Communications, CommNet Cellular, Enterprise
Software, Iusacell, LiveWire, PaeTec Communications, TW Fanch-one and -two,
U.O.L., and USRadio. Mr. Guffey also has experience in the firm's real estate
investing area, working on the Westridge Court and Savers Savings investments.
His advisory experience includes PaineWebber's acquisition of Kidder Peabody,
the sale of certain assets of Digital Equipment Corporation and several other
transactions in the communications, media, and technology sectors. Mr. Guffey
currently serves as a Director of Centennial Communications, FiberNet, L.L.C.,
and Enterprise Software, Inc., a LiveWire media company. Prior to joining
Blackstone in 1991, Mr. Guffey was a financial analyst with Trammell Crow
Ventures, a real estate principal investing firm.

   Robert W. Schwartz has served as a representative of an owner of Illinois
PCS, LLC since January 1999 and as a Director of iPCS, Inc. since its
formation. Mr. Schwartz has served as President and Manager of Madison
Telephone Company, a telecommunications company, since August 1985. Mr.
Schwartz has served on the Board of Directors of Madison Telephone Company
since 1984. Since March 1997, he has served as President and Manager of Madison
Communications Company, a telecommunications company which he founded in 1997.
Mr. Schwartz is also the founder and President of Schwartz Ventures, Inc., a
position he has held since 1964. He has served on the Board of Directors of
Madison Communications Company since March 1994. Mr. Schwartz also has served
as a member of the Board of Directors and as President and Manager of Madison
Network Systems, since August 1995. Mr. Schwartz serves on the Board of
Directors of the Illinois Telephone Association where he is the current
Chairman, and of the Illinois Independent Telephone Association, and he has
served on the Board of Directors of Clover Leaf Bank since 1965. Mr. Schwartz
is the General Manager of Technology Group, L.L.C., which was formed in
December 1999.

   George Patrick Tays has served as a representative of an owner of Illinois
PCS, LLC since January 1999 and as a Director of iPCS, Inc. since its
formation. Mr. Tays has served as General Manager of Montrose Mutual Telephone
Company and Montrose Mutual PCS, Inc., a telecommunications company, since
September 1992. Prior to this and since November 1989 he has served as
Assistant Secretary and Assistant Treasurer of the Board of Directors of
Montrose Mutual Telephone Company. He served in the paging and cellular
department of Illinois Consolidated Telephone Company, a telecommunications
company, from June 1987 to September 1992.

Board of Directors

   The board of directors is currently fixed at nine members. Pursuant to the
provisions of the certificate of designations for the convertible preferred
stock, the holders of the convertible preferred stock have the right to elect
two individuals. See "Description of Capital Stock--Convertible Preferred
Stock." If our outstanding convertible preferred stock is converted into common
stock, Blackstone, instead of the holders of the convertible preferred stock,
will be entitled to designate the two individuals for election to the board of
directors as long as Blackstone beneficially owns 8% or

                                       4
<PAGE>

more of our outstanding common stock and one individual as long as Blackstone
owns less than 8% but more than 4% of our outstanding common stock. See
"Certain Relationships and Related Transactions--Stockholders Agreement." The
board of directors is divided into three classes. Brian J. Gernant, Robert W.
Schwartz and George Patrick Tays constitute Class I and will stand for election
at the annual meeting of stockholders to be held in 2001. Alan C. Anderson,
William W. King, Jr., and Michael S. Chae constitute Class II and will stand
for election at the annual meeting of stockholders to be held in 2002.
Donald L. Bell, Timothy M. Yager and Lawrence H. Guffey constitute Class III
and will stand for election at the annual meeting of stockholders to be held in
2003. After their initial term, directors in each class will serve for a term
of three years, or until his or her successor has been elected and qualified
and will be compensated at the discretion of the board of directors.

   The audit committee consists of Messrs. Gernant, Schwartz and Tays. The
compensation committee consists of Messrs. Bell and Gernant.

   The audit committee is responsible for recommending to the board of
directors the engagement of our independent auditors and reviewing with the
independent auditors the scope and results of the audits, our internal
accounting controls, audit practices and the professional services furnished by
the independent auditors.

   The compensation committee is responsible for reviewing and approving all
compensation arrangements for our officers, and is also responsible for
administering our incentive stock plan.

Compensation Committee Interlocks and Insider Participation

   We did not have a compensation committee during the year ended December 31,
1999. Representatives of the owners of Illinois PCS, LLC made all compensation
decisions. Other than Mr. Yager, who is a Director, and Mr. Anderson who is a
director and the General Manager of
Cambridge Telcom, Inc., none of our executive officers served as a director or
member of the compensation committee or other board committee performing
equivalent functions of another corporation whose executive officers served as
a representative of an owner.

Limitation on Liability and Indemnification

   Our amended and restated certificate of incorporation limits the liability
of directors to the maximum extent permitted by Delaware law. Our certificate
of incorporation provides that we shall indemnify our directors and executive
officers and may indemnify our other officers and employees and agents and
other agents to the fullest extent permitted by law. Our certificate of
incorporation also permits us to secure insurance on behalf of any officer,
director, employee or other agent for any liability arising out of his or her
actions in such capacity, regardless or whether the certificate of
incorporation would permit indemnification.

   At present, there is no pending litigation or proceeding involving any
director, officer, employee or agent of ours where indemnification will be
required or permitted. We are not aware of any threatened litigation or
proceeding that might result in a claim for such indemnification.

                                       5
<PAGE>

Executive Compensation


   The following table sets forth a summary of the annual, long-term and all
other compensation for our Chief Executive Officer and for our four most highly
compensated executive officers, other than our Chief Executive Officer during
fiscal 2000, for the years indicated. These five persons are referred to
collectively as the "Named Executive Officers".

                           Summary Compensation Table

<TABLE>
<CAPTION>
                                                                          Long-Term
                                             Annual Compensation         Compensation
                                      ---------------------------------- ------------
                            Fiscal                                        Securities   All Other
   Name and Principal     Year Ended                      Other Annual    Underlying  Compensation
        Position         December 31, Salary($) Bonus($) Compensation($)  Options(#)     ($)(1)
------------------------ ------------ --------- -------- --------------- ------------ ------------
<S>                      <C>          <C>       <C>      <C>             <C>          <C>
Timothy M. Yager........     2000     $226,539  $400,000    $ 60,360(2)    500,000     $3,557,433
 President and Chief         1999      100,295    24,000         --            --             909(3)
 Executive Officer
Linda K. Wokoun.........     2000     $150,000  $    --     $  3,592(4)    300,000            $75
 Executive Vice
  President
 and Chief Operating
 Officer
Stebbins B. Chandor,
 Jr.....................     2000     $133,269  $    --     $  2,819(4)    250,000        $79,106
 Senior Vice President
  and
 Chief Financial Officer
Anthony R. Muscato......     2000     $131,250  $    --     $  2,903(4)     75,000           $115
 Senior Vice President
 and Chief Technical
 Officer
William W. King, Jr. ...     2000     $150,000  $    --     $    --        150,000           $396
 Vice President,             1999       89,105    18,333         --            --             644(5)
 Strategic Planning
</TABLE>
---------------------
(1) During fiscal 2000, consists of $3,524,752 related to the 1.5% membership
    interest in our predecessor Illinois PCS, LLC granted to Mr. Yager,
    relocation expenses of $22,454 for Mr. Yager, tax planning expenses of
    $6,185 for Mr. Yager, relocation expenses of $79,056 for Mr. Chandor, the
    taxable portion of life insurance coverage for Mr. Yager, Ms. Wokoun and
    Messrs. Chandor, Muscato and King of $4,042, $75, $50, $115 and $396,
    respectively.
(2) Consists of country club expenses of $56,020, the imputed value of Mr.
    Yager's personal use of a company automobile for 7 months and a monthly car
    allowance for 5 months.
(3) Consists of the taxable portion of life insurance coverage and the imputed
    value of Mr. Yager's personal use of a company automobile.
(4) Consists of a monthly car allowance.
(5) Consists of the taxable portion of life insurance coverage.

                                       6
<PAGE>

Option Grants in Last Fiscal Year


   The following table sets forth information concerning options granted during
fiscal 2000 to the Named Executive Officers.
<TABLE>
<CAPTION>





                                               Individual Grants
                              ----------------------------------------------------
                                            % of                            Potential
                                            Total                           Realizable
                                           Options                           Value at     Potential Realizable Value at
                              Number of   Granted                            Assumed      Assumed Annual Rates of Stock
                              Securities     to       Exercise               Initial      Price Appreciation for Option
                              Underlying  Employees   or Base                 Public               Term(2)
                                Options   in Fiscal     Price   Expiration   Offering     -----------------------------
          Name                Granted(#)    Year      ($/Share)    Date      Price(1)       5%($)          10%($)
------------------------      ----------  ---------   --------  ----------  ----------    ----------        -----------
<S>                           <C>         <C>         <C>       <C>         <C>           <C>               <C>
Timothy M. Yager...........    500,000      31.5%      $5.50     07/12/10   $2,650,000    $6,046,031        $11,512,025
Linda K. Wokoun............    300,000      18.9        5.50     07/12/10    1,590,000     3,627,619          6,907,215
Stebbins B. Chandor, Jr....    250,000      15.7        5.50     07/12/10    1,325,000     3,023,015          5,756,013
Anthony R. Muscato.........     75,000       4.7        5.50     07/12/10      397,500       906,905          1,726,804
William W. King, Jr........    150,000       9.4        5.50     07/12/10      795,000     1,813,809          3,453,608
</TABLE>

---------------------
(1) Calculated based upon 90% of $12.00 per share, the midpoint of the range of
    the expected offering prices as of July 12, 2000, the date of grant, of a
    planned initial public offering.
(2) The potential realizable value of a grant is the product of: (a) the
    difference between (i) the product of the per-share market price at the
    time of the grant (the assumed initial public offering price) and the sum
    of 1 plus the stock appreciation rate compounded annually over the term of
    the option (here, 5% and 10%) and (ii) the per-share exercise price of the
    option and (b) the number of securities underlying the grant at fiscal
    year-end.

Aggregated Fiscal Year-End Option Values

   The following table provides summary information regarding options held by
our Named Executive Officers as of December 31, 2000. There was no public
market for our common stock as of December 31, 2000 and no shares of common
stock have been sold. No options are considered to be in-the-money because the
exercise price exceeded the estimated fair value of our common stock as of
December 31, 2000.

<TABLE>
<CAPTION>
                                                      Number of Securities     Value of Unexercised In-
                                          Value      Underlying Unexercised      The-Money Options at
                         Shares Acquired Realized  Options at Fiscal Year End     Fiscal Year End($)
          Name           on Exercise(#)    ($)    Exercisable/Unexercisable(1) Exercisable/Unexercisable
------------------------ --------------- -------- ---------------------------- -------------------------
<S>                      <C>             <C>      <C>                          <C>
Timothy M. Yager........       --          --           250,000/500,000                  $0/$0
Linda K. Wokoun.........       --          --            56,250/300,000                   0/ 0
Stebbins B. Chandor,
 Jr.....................       --          --            46,875/250,000                   0/ 0
Anthony R. Muscato......       --          --            14,063/ 75,000                   0/ 0
William W. King, Jr.....       --          --            65,625/150,000                   0/ 0
</TABLE>
---------------------
(1) Options vest 6.25% per quarter from the date of hire.

                                       7
<PAGE>

Compensation of Directors

   During 1999, we did not compensate the representatives of our owners who
functioned in a manner comparable to a board of directors. Non-employee
directors will be paid $1,000 and reimbursed for their expenses for attendance
at board meetings and paid $500 for telephonic board meetings. Each non-employee
director as of July 12, 2000 has been granted stock options to purchase 15,000
shares of our common stock at $5.50 per share, the price at which we sold our
convertible preferred stock. Discretionary grants of stock options may be made
to non-employee directors under the 2000 Long Term Incentive Stock Plan from
time to time, subject to the approval of the full board.

Employment Agreements

   We have entered into a three year employment agreement with Timothy M.
Yager, our President and Chief Executive Officer on substantially the terms set
forth below. The term will be automatically renewed for successive one year
periods absent 90 days advance notice from one party to the other. Mr. Yager's
employment agreement provides for an initial minimum annual base salary of
$225,000. Under the employment agreement, Mr. Yager is also entitled to
performance based and other bonuses, benefits, such as retirement, health and
other fringe benefits, which are provided to other executive employees,
reimbursement of business expenses and limited reimbursement of legal and
financial planning expenses. Mr. Yager is also entitled to a car allowance,
reimbursement for certain relocation expenses, payment of limited country club
dues and assessments and a company-paid term life insurance policy. We have
granted Mr. Yager a total of 500,000 stock options under our 2000 Long Term
Incentive Stock Plan at an exercise price of $5.50 per share, the price per
share at which the convertible preferred stock was sold. The details regarding
these options are discussed in the next section. Based upon the expected
offering price of a planned initial public offering, we will recognize
compensation expense of approximately $2,650,000 over the vesting period of the
options.

   Under the employment agreement, Mr. Yager's employment may be terminated by
him or us at any time and for any reason. If his employment is terminated for
any reason, he will be entitled to payment of his accrued but unpaid salary,
vacation pay, unreimbursed business expenses and other items earned and owed to
him by us. If his employment is terminated as a result of death or disability,
he, or in the event of his death, his estate will be paid his salary through
the first anniversary of the date his death or termination for disability
occurs, and he will receive a lump sum payment of his target incentive bonus.
If Mr. Yager's employment is terminated by us for reasons other than for cause,
or if he terminates his employment following a material breach by us of the
employment agreement which is not cured within 30 days or within 60 days after
we relocate our business outside of the Chicago metropolitan area, he will be
entitled to continuing payments of his salary through the first anniversary of
his termination, continuation of health benefits for him and his dependents for
the same period, a lump sum payment of his target incentive bonus and continued
vesting of his stock options during the severance period. All severance
payments pursuant to the employment agreement terminate in the event Mr. Yager
violates the confidentiality, noncompetition or nonsolicitation provisions of
the employment agreement.

                                       8
<PAGE>

   The employment agreement contains special provisions that apply in the event
of a change in control of the company. The agreement provides that if, during
the one year period following a change in control, Mr. Yager's employment is
terminated by us for reasons other than for cause or if he terminates for good
reason, he will be entitled to a lump sum payment equal to two years of his
salary, a lump sum payment of his target incentive bonus, which will be set
annually by the compensation committee, continuation of his and his dependents
health benefits at the employee rate for a period of two years following his
termination and immediate vesting of his unvested stock options. In the event
that, in connection with a change in control, any payments or benefits to which
Mr. Yager is entitled from us constitute excess golden parachute payments under
applicable IRS rules, he will receive a payment from us in an amount which is
sufficient to pay the parachute excise tax that he will have to pay on those
parachute payments. In addition, we will pay him an amount sufficient for him to
pay the income tax and related employment taxes that he will have to pay related
to our reimbursement to him of the parachute excise tax. For purposes of the
employment agreement, the term "change in control" has the same meaning as for
the 2000 Long Term Incentive Stock Plan, discussed below.

   If Mr. Yager's employment terminates for any reason other than those
discussed above, he is not entitled to any severance benefits under the
employment agreement.

   Pursuant to the employment agreement, Mr. Yager has agreed to keep all of
our confidential information secret and he has agreed that, while he is
employed by us and for a period of 12 months after his termination of
employment, he will not compete with us in the wireless telecommunications
business in any of the basic trading areas in which we have been granted the
right to carry on the wireless telecommunications business, he will not solicit
our customers for a competitive business and he will not solicit our employees.

   We have entered into an employment agreement with Linda K. Wokoun, our
Executive Vice President, Chief Operating Officer, which agreement is
substantially the same as Mr. Yager's agreement except for the compensation
package (including options and bonus opportunities), job duties and the
duration (12 months) of post-termination health benefits in the event of a
covered termination. Ms. Wokoun's annual base salary is $200,000 and we have
granted her a total of 300,000 stock options which have an exercise price of
$5.50 per share.

   We have entered into an employment agreement with Stebbins B. Chandor, Jr.,
our Senior Vice President, Chief Financial Officer, which agreement is
substantially the same as Ms. Wokoun's agreement except for the compensation
package (including options and bonus opportunities) and job duties. Mr.
Chandor's annual base salary is $175,000 and we have granted him a total of
250,000 stock options which have an exercise price of $5.50 per share.

   We have entered into an employment agreement with William W. King, Jr., our
Vice President, Strategic Planning and Director, which agreement is
substantially the same as Ms. Wokoun's agreement except for the compensation
package (including options and bonus opportunities) and job duties. Mr. King's
annual base salary is $150,000 and we have granted him a total of 150,000 stock
options which have an exercise price of $5.50 per share.

   We have also entered into employment agreements with Messrs. Muscato and
Horsman and Ms. Greteman. These agreements are substantially the same as the
agreements with Ms. Wokoun except

                                       9
<PAGE>

for the compensation package (including options and bonus opportunities) and
job duties. In addition, Ms. Greteman's agreement provides for the payment of
severance benefits in the event that Ms. Greteman terminates employment because
her job duties are required to be performed more than 50 miles from Geneseo,
Illinois. We have granted an aggregate of 1,558,750 stock options which have
an exercise price of $5.50 per share under these agreements. Based upon the
expected offering price of a planned initial public offering, we will recognize
total aggregate compensation expense of approximately $8,260,000 over the
vesting period of the options.

2000 Long Term Incentive Stock Plan

   As of July 11, 2000, the board of directors adopted and the stockholders
have approved, the amended and restated 2000 Long Term Incentive Stock Plan, or
the 2000 Plan. Under the 2000 Plan, we may grant stock options, stock
appreciation rights, shares of common stock and performance units to our
employees, consultants and directors. The total number of shares of our common
stock that we may award under the 2000 Plan is 6,500,000 shares, which will be
increased on December 31 of each year beginning on December 31, 2000 by a
number of shares equal to 1% of the number of our shares then outstanding, up
to a maximum of 8,000,000 shares. The number of shares and the price at which
shares of stock may be purchased under the 2000 Plan may be adjusted under
certain circumstances, such as in the event of a corporate restructuring. The
maximum number of shares of common stock that any individual participant may
receive each year under the 2000 Plan is 650,000, and there is no limit on cash
payouts for grants or awards under this plan each year to any of our key
executive officers.

   Our compensation committee administers our 2000 Plan. The 2000 Plan
essentially gives the compensation committee sole discretion and authority to
select those employees to whom awards will be made, to designate the number of
shares covered by each award, to establish vesting schedules and terms of each
award, to specify all other terms of awards, and to interpret the 2000 Plan.

   Options awarded under the 2000 Plan may be either incentive stock options or
nonqualified stock options; provided that incentive stock options may only be
awarded to our employees. The compensation committee has determined that
options awarded pursuant to the terms of the employment agreements entered into
in connection with the reorganization shall be incentive stock options to the
extent possible. Incentive stock options are intended to satisfy the
requirements of Section 422 of the Internal Revenue Code. Nonqualified stock
options are not intended to satisfy Section 422 of the Internal Revenue Code.
Stock appreciation rights may be granted in connection with options, or may be
granted as free-standing awards. Exercise of an option will result in the
corresponding surrender of the attached stock appreciation right. At a minimum,
the exercise price of an option or stock appreciation right must be at least
equal to the greater of:

  . the fair market value of a share of common stock on the date on which the
    option or stock appreciation right is granted and

  . the par value of a share of common stock on that date.

Options and stock appreciation rights will be exercisable in accordance with
the terms set by the compensation committee when granted and will expire on the
date determined by the compensation committee. All options and stock
appreciation rights must expire no later than ten years after they are

                                      10
<PAGE>

granted under our plan. If a stock appreciation right is issued in connection
with an option, the stock appreciation right will expire when the related
option expires. Special rules and limitations apply to stock options which are
intended to be incentive stock options.

   Under our 2000 Plan, our compensation committee may grant common stock to
participants. During the period that a stock award is subject to restrictions
or limitations, the participants may receive dividend rights relating to the
shares.

   The compensation committee may award participants performance units which
entitle the participant to receive value for the units at the end of a
performance period to the extent provided under the award. Our compensation
committee establishes the number of units and the performance measures and
periods when it makes an award.

   All awards under the 2000 Plan will accelerate and become fully vested if a
change of control of our company occurs.

                                      11
<PAGE>

                             PRINCIPAL STOCKHOLDERS

   The following table presents information regarding the beneficial ownership
of common stock as of December 31, 2000 with respect to:
  . each person who, to our knowledge, is the beneficial owner of 5% or more
    of the outstanding common stock;
  . each of the directors;
  . the chief executive officer; and
  . all executive officers and directors as a group.
<TABLE>
<CAPTION>
                                                    Number of
                                               Shares Beneficially Percentage of
             Name and Address (1)                   Owned (2)        Ownership
<S>                                            <C>                 <C>
Geneseo Communications, Inc...................     15,468,809          22.8%
111 E. 1st Street
Geneseo, Illinois 61254

Cambridge Telcom, Inc.........................     13,258,979          19.5
111 E. 1st Street
Geneseo, Illinois 61254

The Blackstone Group..........................     18,472,727          27.2
345 Park Avenue
New York, New York 10154 (3)

Trust Company of the West.....................      4,618,182           6.8
11100 Santa Monica Boulevard, Suite 2000
Los Angeles, California 90025 (4)

Cass Communications Management, Inc...........      4,419,660           6.5
100 Redbud Road
Virginia, Illinois 62691

Technology Group, LLC.........................      4,419,660           6.5
118 E. State Street
Hamel, Illinois 62046

Montrose Mutual PCS, Inc......................      4,419,660           6.5
102 N. Main Street
Dieterich, Illinois 62424

Respond Communications, Inc. .................      4,419,660           6.5
102 N. Main Street
Dieterich, Illinois 62424 (5)

Timothy M. Yager (6)..........................        923,045           1.4

William W. King, Jr. (7)......................         75,000             *

Alan C. Anderson (8)..........................     28,729,664          42.3

Donald L. Bell (9)............................      4,421,535           6.5

Michael S. Chae (10)..........................     18,472,727          27.2

Brian J. Gernant (11).........................          1,875             *

Gerald S. Gill II (12)........................      4,419,660           6.5

Lawrence H. Guffey (10).......................     18,472,727          27.2

Robert W. Schwartz (13).......................      4,421,535           6.5

George Patrick Tays (14)......................      4,421,535           6.5

All executive officers and directors
as a group (12 persons) (15)..................     61,584,103          90.0
</TABLE>
---------------------
  *Less than one percent.

                                      12
<PAGE>

(1) Except as otherwise indicated below, the address for each executive officer
    and director is 1900 East Golf Road, Suite 900, Schaumburg, Illinois 60173.
(2) Beneficial ownership is determined in accordance with Rule 13d-3 of the
    Securities Exchange Act. A person is deemed to be the beneficial owner of
    any shares of common stock if such person has or shares the right to vote
    or dispose of such common stock, or has the right to acquire beneficial
    ownership at any time within 60 days of the date of the table.
(3) Of the 18,472,727 shares, 8,543,636 are held by Blackstone Communications
    Partners I L.P. ("BCOM"), 7,348,936 are held by Blackstone iPCS Capital
    Partners L.P. ("BICP") and 2,580,155 are held by Blackstone/iPCS L.L.C.
    ("BLLC"). Blackstone Communications Management Associates I L.L.C. is the
    general partner of BCOM. Blackstone Media Management Associates III L.L.C.
    is the general partner of BICP. Blackstone Media Management Associates III
    L.L.C. is the manager of BLLC. Messrs. Peter G. Peterson and Stephen A.
    Schwarzman are the founding members of Blackstone, and as such may also be
    deemed to share beneficial ownership of the shares held by each of these
    entities.
(4) Consists of shares held by the following affiliates of Trust Company of the
    West: TCW/Crescent Mezzanine Partners II, L.P., TCW Crescent Mezzanine
    Trust II, TCW Leveraged Income Trust, L.P., TCW Leveraged Income Trust II,
    L.P., TCW Leveraged Income Trust IV, L.P., TCW Shared Opportunity Fund II,
    L.P., Shared Opportunity Fund IIB, L.L.C. and TCW Shared Opportunity Fund
    III, L.P.
(5) Consists of shares beneficially owned by Montrose Mutual PCS, Inc. Respond
    Communications is a beneficial owner of these shares based on its 100%
    ownership of Montrose Mutual PCS, Inc.
(6) Consists of 673,045 shares held individually by Mr. Yager and 250,000
    shares issuable pursuant to options exercisable within 60 days.
(7) Consists of shares issuable pursuant to options exercisable within 60 days.
(8) Consists of 28,727,788 shares beneficially owned by Geneseo Communications,
    Inc. and Cambridge Telcom, Inc. and 1,875 shares issuable pursuant to
    options exercisable within 60 days. Mr. Anderson is the President and CEO
    of Geneseo Communications, Inc. and is the General Manager of Cambridge
    Telcom, Inc., and is the beneficial owner of the shares owned by each of
    these entities. Mr. Anderson disclaims beneficial ownership of these
    shares. Mr. Anderson's address is the same as the address for Geneseo
    Communications, Inc.
(9) Consists of 4,419,660 shares beneficially owned by Cass Communications
    Management, Inc. and 1,875 shares issuable pursuant to options exercisable
    within 60 days. Mr. Bell is the Vice President and CEO of Cass
    Communications Management, Inc., and is the beneficial owner of the shares
    owned by Cass Communications Management, Inc. Mr. Bell disclaims beneficial
    ownership of these shares. Mr. Bell's address is the same as the address
    for Cass Communications Management, Inc.
(10) Mr. Chae and Mr. Guffey do not own any shares of record. BCOM, BICP and
     BLLC, affiliates of Mr. Chae and Mr. Guffey, own all of the shares held by
     Blackstone. Mr. Chae and Mr. Guffey disclaim beneficial ownership of such
     shares.
(11) Consists of shares issuable pursuant to options within 60 days.
(12) Consists of shares beneficially owned by Cass Communications Management,
     Inc. Mr. Gill is the beneficial owner of a majority of the outstanding
     shares of Cass Communications Management, Inc. Mr. Gill disclaims
     beneficial ownership of certain shares owned by Cass Communications
     Management, Inc. attributable to the shares of Cass Communications
     Management, Inc. which are held in trusts for the benefit of members of
     Mr. Gill's family. The address for Mr. Gill is the same as the address for
     Cass Communications Management, Inc.
(13) Consists of 4,419,660 shares beneficially owned by Technology Group, LLC
     and 1,875 shares issuable pursuant to options exercisable within 60 days.
     Mr. Schwartz is a beneficial owner of the shares owned by Technology
     Group, LLC by virtue of his position as Trustee of a family trust that
     owns substantially all of the membership interests in Technology Group,
     LLC. Mr. Schwartz disclaims beneficial ownership of these shares. Mr.
     Schwartz's address is the same as the address for Technology Group, LLC.
(14) Consists of 4,419,660 shares beneficially owned by Montrose Mutual PCS,
     Inc. and 1,875 shares issuable pursuant to options exercisable within 60
     days. Mr. Tays is the General Manager of Montrose Mutual PCS, Inc., and is
     the beneficial owner of the shares owned by Montrose Mutual PCS, Inc. Mr.
     Tays disclaims beneficial ownership of these shares. Mr. Tays' address is
     the same as the address for Montrose Mutual PCS, Inc.
(15) Consists of 451,563 shares issuable pursuant to options exercisable within
     60 days and 61,132,540 shares beneficially owned by all executive officers
     and directors as a group.

                                      13
<PAGE>

                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Formation of Illinois PCS, LLC

   Geneseo Communications, Inc., Cambridge Telcom, Inc., Cass Communications
Management, Inc., Schwartz Ventures, Inc. (which transferred its ownership to
its affiliate Technology Group, LLC), Montrose Mutual PCS, Inc., and Gridley
Enterprises, Inc. formed Illinois PCS, LLC in January 1999. Those investors
received membership interests in exchange for their capital contributions. As
of February 29, 2000 the members agreed to admit Timothy M. Yager, our
President and Chief Executive Officer, as a new member owning a 1.5% interest,
and to reduce their membership interests in aggregate by 1.5%. Mr. Yager agreed
to cancel his management agreement with Illinois PCS, LLC in exchange for his
1.5% membership interest and certain other consideration. For the nine-months
ended September 30, 2000, we have recorded compensation expense in the amount
of approximately $8.5 million resulting from the issuance of this membership
interest to Mr. Yager. For further information on the compensation expense, see
"Management's Discussion and Analysis of Financial Condition and Results of
Operations--Results of Operations."

   The members have contributed all unfunded equity commitments. The
obligations of the members of Illinois PCS, LLC to contribute capital and the
other provisions contained in the formation documents of Illinois PCS, LLC have
been eliminated as of July 12, 2000 when we consummated the reorganization from
a limited liability company to a holding company structure.

Issuance of Convertible Participating Preferred Stock

   An investor group led by Blackstone has purchased $120.0 million of our
convertible preferred stock. On July 12, 2000 we issued 9,090,909 shares of our
Series A-1 Convertible Participating Preferred Stock at a purchase price of
$5.50 per share and on December 28, 2000 we issued 14,000,000 shares of our
Series A-2 Convertible Participating Preferred Stock at a purchase price of
$5.00 per share to the investor group. The issuance of our Series A-1 Preferred
Stock and Series A-2 Preferred Stock has yielded gross proceeds to us of $50.0
million and $70.0 million, respectively. For more information relating to the
terms of the Series A-1 Preferred Stock and the Series A-2 Preferred Stock, see
"Description of Capital Stock."

 Investment Agreement

   In the preferred stock investment agreement between us and the investor
group, we agreed to refrain from taking certain actions with respect to our
business, our capital stock and other aspects of our operations without the
prior approval of Blackstone. These actions include:

  . the declaration or payment of dividends or distributions;

  . the issuance of notes or debt securities containing equity features prior
    to December 31, 2000, or the issuance of any equity securities which
    would be senior to, or on parity with, the preferred stock;

                                      14
<PAGE>

  . the making of investments in third parties;

  . the incurrence of any additional indebtedness in excess of $10.0 million;
    or

  . the issuance or sale of any shares of our or our subsidiaries' capital
    stock prior to December 31, 2000, other than in a public offering of our
    common stock, pursuant to an employee benefit plan or in connection with
    a merger or acquisition.

   The approval rights of Blackstone and most of their other rights relating to
their ownership of our capital stock will terminate upon the earlier to occur
of:

  . the closing of an underwritten public offering of our common stock in
    which we receive aggregate gross proceeds of at least $50.0 million and
    in which the per share price in the offering is at least two times the
    weighted average of the issuance price of all shares of Series A-1
    Preferred Stock and Series A-2 Preferred Stock (the weighted average is
    initially $5.20 per share), subject to adjustment; and

  . our consummation of a transaction that results in a change of control.

 Stockholders Agreement

   At the date of the purchase and sale of our Series A-1 Preferred Stock, we
entered into a stockholders agreement with the investor group, Geneseo
Communications, Inc. and Cambridge Telcom, Inc. which provides:

  . limitations on the transfer of any of our securities by each of Geneseo
    and Cambridge for a period of six months after the expiration of any
    lock-up period required by our underwriter in an initial public offering;

  . tag-along rights in favor of the investor group allowing it to
    participate in sales of our capital stock by Geneseo or Cambridge;

  . until an initial public offering or a change of control transaction,
    drag-along rights in favor of Geneseo and Cambridge requiring the
    investor group to sell all of our capital stock owned by it;

  . the right of Blackstone to designate up to two members of our Board of
    Directors;

  . preemptive rights granting the investor group the right to subscribe for
    and purchase upon the same terms and conditions, a portion of any equity
    securities we issue prior to an initial public offering of our common
    stock that yields gross proceeds to us of at least $30.0 million;

  . the right of the investor group to request that we use our best efforts
    to complete an initial public offering of our common stock if we have not
    done so prior to July 12, 2002;

  . the right of the investor group to approve any merger, consolidation,
    sale of assets or other business combination transaction or issuance of
    securities that would:
     . have adverse tax consequences to the holders of the Series A-1
       Preferred Stock or Series A-2 Preferred Stock; or
     . involve consideration other than cash or shares of common stock of
       the acquiring company, or involve cash and/or shares of common
       stock of the acquiring company that values Blackstone's investment
       in us at less than the greater of $11.00 per share of common stock
       owned by it, subject to dilution adjustment, and an internal rate
       of return on its investment of an annual rate of 35%; and

                                      15
<PAGE>

  . if we have not completed one or more public offerings of our common stock
    resulting in gross proceeds of $50.0 million or consummated a business
    combination transaction with a publicly traded company with a market
    capitalization in excess of $200 million and a public float valued in
    excess of $50.0 million prior to July 12, 2005, the investor group has
    the right to request that we either repurchase its capital stock at fair
    market value or, if we fail to repurchase their capital stock, force a
    sale of our company.

 Registration Rights Agreement

   We have granted to the holders of our Series A-1 Preferred Stock and our
Series A-2 Preferred Stock, the following registration rights, exercisable at
any time after an initial public offering of our common stock:

  . demand registration rights that entitle Blackstone to require us to
    register, under the Securities Act, on up to three occasions and at our
    expense, the resale of the investor group's shares of common stock; and

  . piggyback registration rights that entitle the investor group to require
    us to include their shares of common stock in a registration of any of
    our equity securities, other than pursuant to the registration of the
    warrants comprising part of the units or the warrants issued to Sprint
    PCS.

   These registration rights extend to all of the common stock that the
investor group may acquire upon the conversion of their Series A-1 Preferred
Stock and their Series A-2 Preferred Stock. These registration rights are
subject to the underwriters' right to limit the number of shares included in
any underwritten offering.

                                      16