INVESTOR AGREEMENT





                            DATED AS OF July 23, 2000









                                 BY AND BETWEEN









                              DEUTSCHE TELEKOM AG,

                      an AKTIENGESELLSCHAFT organized under

                  the laws of the Federal Republic of Germany,



                                       AND



                        VOICESTREAM WIRELESS CORPORATION,

                             a Delaware corporation.





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<PAGE>





                               INVESTOR AGREEMENT





      This INVESTOR AGREEMENT (this "Agreement") is made as of          , 2000,

by and between DEUTSCHE TELEKOM AG, an AKTIENGESELLSCHAFT organized under the

laws of the Federal Republic of Germany (the "Investor"), and VOICESTREAM

WIRELESS CORPORATION, a Delaware corporation (the "Company").



      WHEREAS, the Investor and the Company have entered into a Stock

Subscription Agreement, dated as of July 23, 2000, (the "Subscription

Agreement"), pursuant to which the Investor has agreed to purchase from the

Company, and the Company has agreed to issue and sell to the Investor, 3,906,250

shares of the Company's Convertible Voting Preferred Stock, par value $0.001 per

share (the "Preferred Stock"), all on the terms and subject to the conditions

set forth in the Subscription Agreement.



      WHEREAS, the Preferred Stock is convertible into shares of the Company's

Common Stock, par value $0.001 per share (the "Common Stock"), in accordance

with the terms of the Certificate of Designation of the Powers, Preferences and

Relative, Participating, Optional and Other Special Rights and Qualifications,

Limitations and Restrictions thereof of the Preferred Stock attached hereto as

Exhibit A (the "Certificate of Designation").



      WHEREAS, the Investor and the Company wish to set forth certain agreements

concerning the ownership and transfer of shares of Common Stock, and certain

other matters as provided herein.



      NOW, THEREFORE, in consideration of the mutual and dependent promises set

forth herein, the Investor hereby agrees with the Company, and the Company

hereby agrees with the Investor, as follows



1.    EFFECTIVE DATE OF AGREEMENT.



      This Agreement shall become effective upon the Closing, pursuant to and as

defined in the Subscription Agreement (the "Effective Date").



2.    DEFINITIONS.



      (a) Unless the context requires otherwise, capitalized terms used but not

defined in this Agreement have the meanings given in the Subscription Agreement.



      (b) As used in this Agreement, the following terms have the respective

meanings set forth below (applicable to both the singular and plural forms of

such terms):



      "$" means United States dollars.



<PAGE>





      "Actual Voting Power" means, as of the date of determination, the total

number of votes attaching to the outstanding securities entitled to vote for the

election of directors of the Company.



      "Affiliate" has the meaning set forth in Rule 12b-2 of the rules and

regulations promulgated under the Exchange Act; provided, however, that for

purposes of Section 3 of this Agreement, none of the following shall be deemed

to be an Affiliate of the Investor: (i) the Company, (ii) the Cook Inlet

Parties, or (iii) any Person who would be an Affiliate of Investor solely

because such Person is an Affiliate of any of the Persons referred to in clause

(i) or (ii) of this provision.



      "Affiliated Director" means any member of the Board who has been

designated by Investor for nomination or appointment as a director of the

Company pursuant to a Voting Agreement.



      "Agreement" means this Investor Agreement, as amended, modified,

supplemented or restated from time to time in accordance with the terms hereof.



      "Beneficially Owned" and "Beneficial Ownership" have the meaning set forth

in Rule 13d-3 of the Exchange Act.



      "Blackout Period" has the meaning given in Section 6(e)(ii).



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



      "Certificate of Designation" has the meaning set forth in the

second recital.



      "Change of Control" means (i) the acquisition by any Person or 13D Group

of direct or indirect Beneficial Ownership of Voting Securities representing

fifty per cent (50%) or more of the Total Voting Power, (ii) any merger,

consolidation or business combination involving the Company or any material

portion of its business, (iii) a sale of all or a substantial portion of the

assets of the Company or (iv) a recapitalization, restructuring, liquidation,

dissolution or similar extraordinary transaction relating to the Company or any

material portion of its business.



      "Commission" means the United States Securities and Exchange

Commission.



      "Common Stock" means the Company's Common Stock, $0.001, and shall include

any new, substituted and additional securities issued at any time in replacement

of the Common Stock or issued or delivered with respect to the Common Stock.



      "Company" means the Company and its successors and assigns.



      "Cook Inlet Parties" means (i) Cook Inlet VoiceStream PV/SS PCS, L.P.,

(ii) Cook Inlet VoiceStream PCS, LLC, (iii) Cook Inlet VoiceStream II, LLC, (iv)

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