DRAFT DATED APRIL 14, 2000

                                     FORM OF
                            INDEMNIFICATION AGREEMENT

     THIS   INDEMNIFICATION   AGREEMENT   is  made  and   entered   into  as  of
_______________,  2000,  between HORIZON PCS, INC., a Delaware  corporation (the
"Corporation"), and _________________ (the "Indemnitee").

                              W I T N E S S E T H:

     WHEREAS, at the request of the Corporation, Indemnitee is a member of
the board of directors of the Corporation  (the "Board of Directors")  and/or is
an officer of the  Corporation,  and in such  capacity is  performing a valuable
service for the Corporation; and

     WHEREAS, in addition to the indemnification to which Indemnitee is entitled
pursuant to the Certificate of  Incorporation  and Bylaws of the Corporation and
as additional  consideration  for  Indemnitee's  service,  the  Corporation  has
obtained or may in the future obtain,  at its expense,  directors' and officers'
liability  insurance  protecting  Indemnitee  in  connection  with such service.
However,  such insurance may be subject to cancellation and cannot fully protect
Indemnitee with respect to the advancement of expenses;

     WHEREAS,  Indemnitee has indicated that he does not regard the  indemnities
available under the Corporation's  Bylaws and Certificate of  Incorporation,  as
amended,  and such insurance as adequate to protect Indemnitee against the risks
associated with service to the Corporation.

     WHEREAS,  Indemnitee  is willing to serve,  continue to serve,  and take on
additional  service for or on behalf of the  Corporation  on the condition  that
Indemnitee is indemnified as herein provided; and

     WHEREAS,  it is  intended  that  Indemnitee  shall be paid  promptly by the
Corporation all amounts  necessary to effectuate in full the indemnity  provided
herein:

     NOW, THEREFORE,  in consideration of the premises and the covenants in this
Agreement,  the parties hereto,  intending to be legally bound hereby,  agree as
follows:

     1.  Services  by  Indemnitee.  Indemnitee  agrees to serve as a director or
officer  of the  Corporation  so long as he is duly  appointed  or  elected  and
qualified in accordance  with the  applicable  provisions of the  Certificate of
Incorporation and Bylaws of the Corporation or any subsidiary of the Corporation
and until such time as he resigns or fails to stand for  election  or is removed
from his  position.  Indemnitee  may at any time and for any reason resign or be
removed from such position (subject to any other contractual obligation or other
obligation  imposed by operation of law), in which event the  Corporation  shall
have no  obligation  under this  Agreement  to continue  Indemnitee  in any such
position.

     2. Indemnification.

     (a) The  Corporation  shall  indemnify  Indemnitee  to the  fullest  extent
permitted by the General  Corporation  Law of Delaware and any other  applicable
law. This obligation  includes the obligation to indemnify  Indemnitee  whenever
Indemnitee  is or  was a  party  or is  threatened  to be  made a  party  to any
Proceeding,  and also includes without limitation any such Proceeding brought by
or in the right of the  Corporation,  because (or arising in part because) he is
or was  (or is  alleged  to be or  have  been) a  director,  officer,  employee,
partner, fiduciary or agent of the Corporation or is or was (or is alleged to be
or have been) serving at the request of the Corporation as a director,  officer,
employee, partner, fiduciary or agent of another corporation, partnership, joint
venture,  limited  liability  company,  limited liability  partnership,  limited
partnership,  employee  benefit plan, trust or other  enterprise,  or because of
anything done or not done by Indemnitee in such capacity,  against  Expenses and
Liabilities  (including the costs of any investigation,  defense,  settlement or
appeal)  actually  and  reasonably  incurred by  Indemnitee  or on his behalf in
connection  with such  Proceeding,  if he acted in good faith and in a manner he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
Corporation,  and,  with respect to any criminal  action or  proceeding,  had no
reasonable  cause to believe his conduct was unlawful.  The  termination  of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo  contendere  or its  equivalent,  shall not,  of  itself,  create a
presumption  that  Indemnitee did not act in good faith and in a manner which he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
Corporation,  and,  with  respect  to any  criminal  action or  proceeding,  had
reasonable cause to believe that his conduct was unlawful.

     (b) To the extent  that  Indemnitee  has been  successful  on the merits or
otherwise in defense of any Proceeding, he shall be indemnified against Expenses
and Liabilities actually and reasonably incurred by him in connection therewith.

     (c) If the  indemnification  provided  for in  Section  1(a)  above for any
reason  is  held by a court  of  competent  jurisdiction  to be  unavailable  to
Indemnitee in respect of any losses,  claims,  damages,  expenses or liabilities
referred to therein due to public policy related to applicable  federal or state
securities  laws,  then  the  Corporation,  in lieu of  indemnifying  Indemnitee
thereunder,  shall  contribute  to the amount paid or payable by Indemnitee as a
result of such losses,  claims,  damages,  expenses or  liabilities  (i) in such
proportion as is  appropriate to reflect the relative  benefits  received by the
Corporation  and  Indemnitee,  or (ii) if the allocation  provided by clause (i)
above is not permitted by applicable  law, in such  proportion as is appropriate
to reflect not only the  relative  benefits  referred to in clause (i) above but
also the relative fault of the Corporation and Indemnitee in connection with the
action or inaction which resulted in such losses, claims,  damages,  expenses or
liabilities,  as  well  as  any  other  relevant  equitable  considerations.  In
connection with the registration of the Corporation's  securities,  the relative
benefits received by the Corporation and Indemnitee shall be deemed to be in the
same  respective  proportions  that the net proceeds  from the offering  (before
deducting expenses) received by the Corporation and Indemnitee,  in each case as
set forth in the table on the cover page of the applicable  prospectus,  bear to
the aggregate  public offering price of the securities so offered.  The relative
fault of the  Corporation  and  Indemnitee  shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a material
fact or the  omission or alleged  omission to state a material  fact  relates to
information  supplied by the Corporation or Indemnitee and the parties' relative
intent,  knowledge,  access to information and opportunity to correct or prevent
such statement or omission.

     The  Corporation  and  Indemnitee  agree  that it  would  not be  just  and
equitable if  contribution  pursuant to this Section 1(c) were determined by pro
rata or per capita  allocation or by any other method of  allocation  which does
not take account of the equitable  considerations referred to in the immediately
preceding  paragraph.  In connection with the registration of the  Corporation's
securities,  in no event shall  Indemnitee be required to contribute  any amount
under this  Section 1(c) in excess of the lesser of (i) that  proportion  of the
total of such losses, claims,  damages or liabilities  indemnified against equal
to the proportion of the total securities sold under such registration statement
which was sold by  Indemnitee or (ii) the proceeds  received by Indemnitee  from
sale of securities under such registration  statement. No person found guilty of
fraudulent  misrepresentation  (within  the  meaning  of  Section  11(f)  of the
Securities  Act) shall be entitled to  contribution  from any person who was not
found guilty of such fraudulent misrepresentation.

     3. Mandatory Advancement of Expenses.  Unless a determination has been made
pursuant to Section 6 (and remains in effect) that Indemnitee is not entitled to
indemnification pursuant to Section 2, all reasonable Expenses incurred by or on
behalf of Indemnitee  shall be advanced from time to time by the  Corporation to
Indemnitee within thirty (30) days after the Corporation's  receipt of a written
request  for an advance of  Expenses by  Indemnitee,  whether  prior to or after
final disposition of a Proceeding. The written request for an advancement of any
and all  Expenses  under this Section  shall  contain  reasonable  detail of the
Expenses incurred by Indemnitee.  If required by law, Indemnitee shall agree, at
the time of such  advance,  to repay the amounts  advanced  if it is  ultimately
determined  that  Indemnitee is not entitled to be  indemnified  pursuant to the
terms of this  Agreement.  Any advances  made shall be unsecured and no interest
shall be charged thereon.

     4. Limitations.  The foregoing  indemnity and advancement of Expenses shall
apply only to the extent that Indemnitee has not been indemnified and reimbursed
pursuant to such  insurance as the  Corporation  may  maintain for  Indemnitee's
benefit  or  pursuant  to the  Certificate  of  Incorporation  or  Bylaws of the
Corporation  or  otherwise,   provided,   however,   that   notwithstanding  the
availability of such other  indemnification  and reimbursement  pursuant to such
Corporation-maintained policies, Indemnitee may, with the Corporation's consent,
claim  indemnification and advancement of Expenses pursuant to this Agreement by
assigning  Indemnitee's  claims under such  insurance to the  Corporation to the
extent Indemnitee is paid by the Corporation.

     Furthermore,  any other provision  herein to the contrary  notwithstanding,
the Company  shall not be obligated  pursuant to the terms of this  Agreement to
(a) indemnify or advance Expenses to Indemnitee with respect to Claims initiated
or brought voluntarily by such Indemnitee and not by way of defense,  except (i)
with  respect to  actions  or  proceedings  to  establish  or enforce a right to
indemnify  under this  Agreement or any other  agreement or insurance  policy or
under the  Certificate  of  Incorporation  or Bylaws now or  hereafter in effect
relating to  Proceeding,  (ii) in specific  cases if the Board of Directors  has
approved  the  initiation  or bringing of such  Proceeding,  (iii) as  otherwise
required under Section 145 of the Delaware General  Corporation Law,  regardless
of  whether  Indemnitee   ultimately  is  determined  to  be  entitled  to  such
indemnification,  advance expense payment or insurance recovery, as the case may
be, (b)  indemnify  Indemnitee  for expenses and the payment of profits  arising
from the purchase and sale by  Indemnitee  of securities in violation of Section
16(b)  of the  Securities  Exchange  Act of  1934,  as  amended  or any  similar
successor  statute,  or (c) indemnify  Indemnitee with respect to any proceeding
instituted by Indemnitee to enforce or interpret this  Agreement,  if a court of
competent  jurisdiction  determines that each of the material assertions made by
the Indemnitee in such proceeding was not made in good faith or was frivolous.

     5.  Insurance.  The  Corporation  may, but is not  obligated  to,  maintain
insurance to protect itself and/or  Indemnitee  against Expenses and Liabilities
in connection  with  Proceedings to the fullest  extent  permitted by applicable
laws, its Certificate of  Incorporation  or the Bylaws of the  Corporation.  The
Corporation  may, but is not obligated to, create a trust fund, grant a security
interest or use other means (including,  without limitation, a letter of credit)
to  ensure  the  payment  of  such   amounts  as  may  be  necessary  to  effect
indemnification or advancement of Expenses as provided in this Agreement. If, at
the time of the receipt by the  Corporation of a notice of a claim by Indemnitee
pursuant to Section 6 hereof (or upon the Corporation  otherwise  becoming aware
of such a claim),  the Corporation  has liability  insurance in effect which may
cover  such  claim,  then  the  Corporation  shall  give  prompt  notice  of the
commencement of such claim to the insurers in accordance with the procedures set
forth in the respective  policies.  The  Corporation  shall  thereafter take all
necessary  or  desirable  action to cause  such  insurers  to pay,  on behalf of
Indemnitee,  all amounts payable as a result of such action,  suit,  proceeding,
inquiry or investigation in accordance with the terms of such policies.

     6. Procedure for Determination of Entitlement to Indemnification.

     (a)  Whenever   Indemnitee   believes   that   Indemnitee  is  entitled  to
indemnification   or  advancement  of  expenses   pursuant  to  this  Agreement,
Indemnitee shall submit a written request for  indemnification  or such advances
to the  Corporation.  Any request  shall  include  sufficient  documentation  or
information reasonably available to Indemnitee to support his claim.  Indemnitee
shall submit such claim within a reasonable time not to exceed three years after
any judgment,  order,  settlement,  dismissal,  arbitration  award,  conviction,
acceptance of a plea of nolo contendere or its equivalent,  final termination or
other  disposition or partial  disposition of any  Proceeding,  whichever is the
latest event for which Indemnitee requests  indemnification.  If a determination
is required by the Corporation  that Indemnitee is entitled to  Indemnification,
and the Corporation fails to respond within sixty (60) days of such request, the
Corporation shall be deemed to have approved the request. Any indemnification or
advance  of  expenses  which  is due and  payable  to  Indemnitee  shall be made
promptly and in any event within thirty (30) days after the  determination  that
Indemnitee is entitled to such amounts.

     (b)  If  a  determination   regarding   indemnification  is  required,  the
Indemnitee shall be entitled to select the forum in which  Indemnitee's  request
for  indemnification  will be heard,  which  selection  shall be included in the
written request for indemnification required in Section 6(a). The forum shall be
any one of the following:

          (i) The stockholders of the Corporation;

          (ii)  A  majority  vote  of  the  Board  of  Directors  consisting  of
Disinterested Directors (even though less than a quorum); or

          (iii)  A  majority  vote of a  Committee  of  Disinterested  Directors
designated by a majority vote of Disinterested  Directors (even though less than
a quorum); or

          (iv) If there are no Disinterested  Directors, or if the Disinterested
Directors so direct, by independent legal counsel in a written opinion.

     If Indemnitee fails to make such designation, his claim shall be determined
by an  appropriate  court  of the  State  of  Delaware.  In all  instances,  the
reviewing party shall be bound by a rebuttable presumption created by the filing
of the written request by Indemnitee that (i) Indemnitee acted in good faith and
in a manner Indemnitee  reasonably  believed to be in or not opposed to the best
interests of the  Corporation,  and that Indemnitee had no reason to believe his
conduct was unlawful, and (ii) Indemnitee is entitled to indemnification.

     7.  Fees  and  Expenses  of  Counsel.  The  Corporation  agrees  to pay the
reasonable fees and expenses of independent legal counsel (including appropriate
retainers)   should  such  counsel  be  retained  to  make  a  determination  of
Indemnitee's  entitlement  to  indemnification  pursuant  to  Section  6 of this
Agreement.

     8. Remedies of Indemnitee.

     (a) In the event that (i) a  determination  pursuant to Section 6 hereof is
made that  Indemnitee  is not  entitled  to  indemnification,  (ii)  advances of
Expenses are not made pursuant to this  Agreement for any reason,  (iii) payment
has  not  been  timely  made  following  a   determination   of  entitlement  to
indemnification  pursuant to this Agreement,  or (iv) Indemnitee otherwise seeks
enforcement  of  this  Agreement,  Indemnitee  shall  be  entitled  to  a  final
adjudication of his rights in an appropriate  court.  The Corporation  shall not
oppose Indemnitee's right to seek any such adjudication.

     (b) In the event that a  determination  that  Indemnitee is not entitled to
indemnification,  in whole or in part,  has been  made  pursuant  to  Section  6
hereof,  the decision in the judicial  proceeding  provided in paragraph  (a) of
this Section 8 shall be made de novo and  Indemnitee  shall not be prejudiced by
reason of a determination that he is not entitled to indemnification.

     (c) If a determination that Indemnitee is entitled to  indemnification  has
been made  pursuant  to Section 6 hereof or  otherwise  pursuant to the terms of
this Agreement,  the  Corporation  shall be bound by such  determination  in the
absence of (i)  misrepresentation  of a material  fact by  Indemnitee  or (ii) a
specific  finding (which has become final) by an  appropriate  court that all or
any part of such indemnification is expressly prohibited by law.

     (d) In any court  proceeding  pursuant to this  Section 8, the  Corporation
shall be precluded from asserting that the procedures and  presumptions  of this
Agreement  are  not  valid,  binding  and  enforceable.  The  Corporation  shall
stipulate in any such court that the  Corporation is bound by all the provisions
of this Agreement  (including the rebuttable  presumptions  specified in Section
6(b)) and is precluded from making any assertion to the contrary.


<PAGE>


     9.  Modification,  Waiver,  Termination  and  Cancellation.  No supplement,
modification,  termination, cancellation or amendment of this Agreement shall be
binding unless executed in writing by both of the parties  hereto.  No waiver of
any of the  provisions of this Agreement  shall be deemed or shall  constitute a
waiver of any other  provisions  hereof (whether or not similar),  nor shall any
such waiver constitute a continuing waiver.

     10. Notice by Indemnitee  and Defense of Claim.  Indemnitee  shall promptly
notify the Corporation in writing upon being served with any summons,  citation,
subpoena, complaint,  indictment,  information or other document relating to any
matter,  whether  civil,  criminal,  administrative  or  investigative,  but the
omission to so notify the  Corporation  will not  relieve it from any  liability
which  it may  have to  Indemnitee  if such  omission  does  not  prejudice  the
Corporation's  rights. If such omission does prejudice the Corporation's rights,
the  Corporation  will be  relieved  from  liability  only to the extent of such
prejudice.  With respect to any Proceeding as to which  Indemnitee  notifies the
Corporation of the commencement thereof:

     (a) The  Corporation  will be  entitled to  participate  therein at its own
expense; and

     (b) The  Corporation  jointly with any other  indemnifying  party similarly
notified will be entitled to assume the defense thereof, with counsel reasonably
satisfactory to Indemnitee; provided, however, that the Corporation shall not be
entitled  to assume  the  defense of any  Proceeding  if  Indemnitee  shall have
reasonably  concluded  that  there may be a conflict  of  interest  between  the
Corporation  and Indemnitee with respect to such  Proceeding.  After notice from
the Corporation to Indemnitee of its election to assume the defense thereof, the
Corporation  will not be liable  to  Indemnitee  under  this  Agreement  for any
Expenses  subsequently  incurred by Indemnitee  in  connection  with the defense
thereof,  other than reasonable costs of investigation or as otherwise  provided
below.  Indemnitee  shall  have the  right to  employ  his own  counsel  in such
Proceeding but the fees and expenses of such counsel  incurred after notice from
the Corporation of its assumption of the defense thereof shall be at the expense
of Indemnitee unless:

          (i) The employment of counsel by Indemnitee has been authorized by the
Corporation;

          (ii) Indemnitee  shall have reasonably  concluded that counsel engaged
by the Corporation may not adequately represent Indemnitee;

          (iii)  The  Corporation  shall not in fact have  employed  counsel  to
assume the defense in such  Proceeding  or shall not in fact have  assumed  such
defense and be acting in connection therewith with reasonable diligence;

in each of which  cases the fees and  expenses of such  counsel  shall be at the
expense of the Corporation.

     (c) The  Corporation  shall not settle any  Proceeding  in any manner which
would  impose any  penalty or  limitation  on  Indemnitee  without  Indemnitee's
written  consent;  provided,  however,  that  Indemnitee  will not  unreasonably
withhold his consent to any proposed settlement.


<PAGE>


     11. Deposit of Funds in Trust.  If the Corporation  voluntarily  decides to
dissolve  or to file a petition  for  relief  under any  applicable  bankruptcy,
moratorium  or  similar  laws,  then  not  later  than  10  days  prior  to such
dissolution or filing,  the Corporation  shall deposit in trust for the sole and
exclusive  benefit of  Indemnitee a cash amount equal to all amounts  previously
authorized  to be paid  to  Indemnitee  hereunder,  such  amounts  to be used to
discharge the Corporation's  obligations to Indemnitee hereunder. Any amounts in
such trust not required for such purpose  shall be returned to the  Corporation.
This  Section  11 shall  not  apply to the  dissolution  of the  Corporation  in
connection with a transaction as to which Section 15 applies.

     12.  Notices.  All notices,  requests,  consents  and other  communications
hereunder  shall be in  writing  and shall be sent by  Federal  Express or other
nationally  recognized  overnight or same day courier service providing a return
receipt (and shall be  effective  when  received,  when refused or when the same
cannot be  delivered,  as  evidenced  on the return  receipt)  to the  following
addresses:

                  To Corporation:           Horizon PCS, Inc
                                            68 E. Main Street
                                            Chillicothe, OH 45601
                                            Attn:  President

                  With copy to:             Arnall Golden & Gregory, LLP
                                            2800 One Atlantic Center
                                            1201 West Peachtree Street
                                            Atlanta, Georgia 30309-3050
                                            Attn:  Donald I. Hackney, Jr., Esq.

                  To Indemnitee:            __________________________________
                                            __________________________________
                                            __________________________________

     13. Nonexclusivity.  The rights of Indemnitee hereunder shall not be deemed
exclusive  of any other rights to which  Indemnitee  may now or in the future be
entitled  under  the  Delaware  General   Corporation  Law,  the   Corporation's
Certificate of Incorporation or Bylaws, or any agreements,  insurance  policies,
vote of  stockholders,  resolution  of the Board of Directors  or  Disinterested
Directors,  or otherwise.  The provisions of this Agreement are hereby deemed to
be a contract right between the Corporation and the Indemnitee and any repeal of
the relevant provisions of the General Corporation law of the State of Delaware,
or other applicable law, shall not affect this Agreement or its enforceability.

     14. Certain Definitions.

     (a)  References  to the  "Corporation"  shall  include,  in addition to the
resulting   corporation,   any  constituent   corporation  or  other  enterprise
(including any constituent of a constituent or other  enterprise)  absorbed in a
consolidation  or merger which, if its separate  existence had continued,  would
have  had  power  and  authority  to  indemnify  its  directors,  officers,  and
employees,  partners,  fiduciaries or agents, so that any person who is or was a
director,  officer,  employee,  partner,  fiduciary or agent of such constituent
corporation  or other  enterprise,  or is or was  serving at the request of such
constituent  corporation or other enterprise as a director,  officer,  employee,
partner, fiduciary or agent of another corporation,  partnership, joint venture,
limited liability company,  limited liability partnership,  limited partnership,
employee  benefit  plan,  trust or  other  enterprise,  shall  stand in the same
position  under this  Agreement  with  respect  to the  resulting  or  surviving
corporation  as he would have with respect to such  constituent  corporation  or
other enterprise if its separate existence had continued.

     (b) A "Change  in  Control"  shall be deemed  to have  occurred  if (i) any
"Person"  (as such term is used in  Sections  13(d) and 14(d) of the  Securities
Exchange  Act of 1934,  as  amended),  other than a trustee  or other  fiduciary
holding  securities  under an  employee  benefit  plan of the  Corporation  or a
corporation  owned directly or indirectly by the stockholders of the Corporation
in  substantially  the  same  proportions  as  their  ownership  of stock of the
Corporation, (A) who is or becomes the beneficial owner, directly or indirectly,
of securities of the Corporation representing 20% or more of the combined voting
power of the Corporation's  then outstanding  voting  securities,  increases his
beneficial  ownership of such  securities  by 5% or more over the  percentage so
owned by such person, or (B) becomes the "beneficial  owner" (as defined in rule
13d-3 under said Act), directly or indirectly,  of securities of the Corporation
representing  more  than  30% of  the  total  voting  power  represented  by the
Corporation's then outstanding voting securities,  (ii) during any period of two
consecutive  years,  individuals who at the beginning of such period  constitute
the Board of Directors of the Corporation and any new director whose election by
the  Board  of  Directors  or  nomination  for  election  by  the  Corporation's
stockholders was approved by a vote of at least two-thirds of the directors then
still in office who either  were  directors  at the  beginning  of the period or
whose election or nomination for election was previously so approved,  cease for
any reason to constitute a majority  thereof,  or (iii) the  stockholders of the
Corporation  approve a merger or consolidation of the Corporation with any other
corporation,  other than a merger or  consolidation  which  would  result in the
voting  securities  of the  Corporation  outstanding  immediately  prior thereto
continuing  to represent  (either by  remaining  outstanding  immediately  prior
thereto  continuing to represent  (either by remaining  outstanding  or by being
converted  into voting  securities of the surviving  entity) at least 80% of the
total voting power  represented by the voting  securities of the  Corporation or
such surviving entity outstanding immediately after such merger or consolidation
or the stockholders of the Corporation approve a plan of complete liquidation of
the  Corporation or an agreement for the sale or disposition by the  Corporation
of (in one transaction or a series of transactions)  all or substantially all of
the Corporation's assets.

     (c)  "Disinterested  Director" shall mean a director of the Corporation who
is not and was not a party to the Proceeding in respect of which indemnification
is being sought by  Indemnitee.  If there has been a Change in Control since the
date hereof,  to qualify as a  Disinterested  Director,  such director must also
have been a director of the Corporation prior to such Change in Control.

     (d) "Expenses" shall mean all direct and indirect costs (including, without
limitation,  attorneys'  fees,  retainers,  court costs,  transcripts,  costs of
investigation, costs of defense, costs of defending witnesses or preparing to be
a witness,  costs of  negotiating  settlements,  fees of experts,  witness fees,
travel  expenses,  duplicating  costs,  printing  and binding  costs,  telephone
charges, postage, delivery service fees, costs of attachment,  appeal or similar
bonds,  and all other  disbursements  or  out-of-pocket  expenses)  actually and
reasonably incurred in connection with a Proceeding or establishing or enforcing
a right to indemnification  or advances under this Agreement,  applicable law or
otherwise; provided, however, that "Expenses" shall not include any Liabilities.

     (e)  "Indemnification  Period"  shall mean the period of time during  which
Indemnitee  shall  continue  to  serve as a  director  or as an  officer  of the
Corporation,  and  thereafter  so long as  Indemnitee  shall be  subject  to any
possible  Proceeding  arising  out of  acts  or  omissions  of  Indemnitee  as a
director, officer, employee, fiduciary or agent of the Corporation.

     (f) "Liabilities" shall mean liabilities of any type whatsoever  including,
but not  limited to, any  damages,  judgments,  fines,  ERISA  excise  taxes and
penalties,  penalties  and amounts paid in  settlement  (including  all interest
assessments  and other charges paid or payable in connection  with or in respect
of such  judgments,  fines,  penalties  or amounts  paid in  settlement)  of any
Proceeding,  as well as any federal,  state,  local or foreign  taxes imposed on
Indemnitee  as a result of the actual or deemed  receipt of any  payments  under
this Agreement.

     (g) "Proceeding"  shall mean any threatened,  pending or completed  action,
claim, suit, arbitration, alternate dispute resolution mechanism, investigation,
administrative   hearing  or  any  other  proceeding  whether  civil,  criminal,
administrative or investigative, including any appeal therefrom.

     (h) For purposes of this Agreement, references to "other enterprises" shall
include employee  benefit plans;  references to "fines" shall include any excise
taxes  assessed on a person  with  respect to any  employee  benefit  plan;  and
references  to  "serving at the request of the  corporation"  shall  include any
service as a  director,  officer,  employee  or agent of the  corporation  which
imposes duties on, or involves  services by, such director,  officer,  employee,
partner,  fiduciary  or agent with  respect to an  employee  benefit  plan,  its
participants  or  beneficiaries;  and a person  who acted in good faith and in a
manner he  reasonably  believed to be in the  interest of the  participants  and
beneficiaries  of an  employee  benefit  plan shall be deemed to have acted in a
manner "not opposed to the best interests of the  Corporation" as referred to in
this Agreement.

          . (iii) with respect to any  proceeding  instituted  by  Indemnitee to
enforce  or  interpret  this  Agreement,  if a court of  competent  jurisdiction
determines  that each of the material  assertions made by the Indemnitee in such
proceeding was not made in good faith or was frivolous,

     15. Binding Effect,  Duration and Scope of Agreement.  This Agreement shall
be binding  upon and inure to the benefit of and be  enforceable  by the parties
hereto and their  respective  successors  and assigns  (including the executors,
administrators  and heirs of  Indemnitee's  estate,  and any direct or  indirect
successor,  by  purchase,   merger,   consolidation  or  otherwise,  to  all  or
substantially  all of the  business  or  assets of the  Corporation),  heirs and
personal and legal  representatives.  This  Agreement  shall  continue in effect
during the Indemnification Period, regardless of whether Indemnitee continues to
serve as a director, officer, employee, fiduciary or agent.


<PAGE>


     16. Severability.  If any provision or provisions of this Agreement (or any
portion thereof) shall be held to be invalid,  illegal or unenforceable  for any
reason whatsoever:

     (a) the validity,  legality and enforceability of the remaining  provisions
of this Agreement shall not in any way be affected or impaired thereby; and

     (b)  to the  fullest  extent  legally  possible,  the  provisions  of  this
Agreement shall be construed so as to give effect to the intent of any provision
held invalid, illegal or unenforceable.

     17. Governing Law,  Interpretation  of Agreement,  and  Jurisdiction.  This
Agreement shall be governed by and construed and enforced in accordance with the
laws of the  State  of  Delaware,  as  applied  to  contracts  between  Delaware
residents entered into and to be performed entirely within Delaware. If the laws
of the State of Delaware  are  hereafter  amended to permit the  Corporation  to
provide broader  indemnification rights than said laws permitted the Corporation
to  provide  prior  to  such  amendment,   the  rights  of  indemnification  and
advancement  of expenses  conferred by this  Agreement  shall  automatically  be
broadened to the fullest extent  permitted by the laws of the State of Delaware,
as so amended.  The Corporation and Indemnitee each hereby  irrevocably  consent
other  jurisdiction  of the courts of the State of Delaware  for all purposes in
connection with any action or proceeding  which arises out of or relates to this
Agreement and agree that any action  instituted  under this  Agreement  shall be
commenced,  prosecuted  and continued only in the Court of Chancery of the State
of Delaware in and for New Castle County,  which shall be the exclusive and only
proper forum for adjudicating such a claim.

     18.  Entire  Agreement.  This  Agreement  represents  the entire  agreement
between the parties  hereto,  and there are no other  agreements,  contracts  or
understandings  between the parties hereto with respect to the subject matter of
this  Agreement,  except as  specifically  referred  to herein or as provided in
Section 13 hereof.

     19. Partial Indemnification.  If Indemnitee is entitled under any provision
of this Agreement to indemnification by the Corporation for some or a portion of
the Expenses,  judgments, fines or penalties actually and reasonably incurred by
him in the  investigation,  defense,  appeal or settlement of any Proceeding but
not, however,  for the total amount thereof,  the Corporation shall nevertheless
indemnify  Indemnitee  for the  portion of such  Expenses,  judgments,  fines or
penalties to which Indemnitee is entitled.

     20.   Counterparts.   This  Agreement  may  be  executed  in  one  or  more
counterparts,  each of which shall for all  purposes be deemed to be an original
but all of which together shall constitute one and the same Agreement.


                        [signatures on following page(s)]
<PAGE>

     IN WITNESS WHEREOF,  the undersigned have executed this Agreement as of the
date first written above.

                                CORPORATION:

                                HORIZON PCS, INC.


                                By:__________________________________
                                Name:________________________________
                                Title:_______________________________


                                INDEMNITEE:

                                _____________________________________
                                Name:________________________________