Employment Agreement for Dennis E. Foster

         This EMPLOYMENT AGREEMENT is made, entered into, and is effective as of
this ninth day of March 1996 (hereinafter  referred to as the "Effective Date"),
by and  between  360  Communications  Company  (hereinafter  referred  to as the
"Company"),  a Delaware corporation having its principal offices at 8725 Higgins
Road, Chicago,  Illinois,  and Dennis E. Foster (hereinafter  referred to as the
"Executive").

         WHEREAS,  the  Executive  is  presently  employed by the Company in the
capacity of President and Chief Executive Officer; and

         WHEREAS,  the  Executive  possesses  considerable   experience  and  an
intimate  knowledge of the business and affairs of the Company and its industry,
its policies, methods, personnel, and operations; and

         WHEREAS,  the Company  recognizes  that the Executive has  demonstrated
unique qualifications to act in an executive capacity for the Company; and

         WHEREAS,  the Company is desirous of assuring the continued  employment
of the Executive in the above stated capacity,  and the Executive is desirous of
having such assurance;

         NOW  THEREFORE,  in  consideration  of the  foregoing and of the mutual
covenants  and  agreements  of the parties set forth in this  Agreement,  and of
other good and valuable  consideration  the receipt and sufficiency of which are
hereby acknowledged, the parties hereto, intending to be legally bound, agree as
follows:

Section 1. Term of Employment

         The Company  hereby  agrees to employ the  Executive  and the Executive
hereby agrees to continue to serve the Company in accordance  with the terms and
conditions set forth herein,  for an initial term of five (5) years,  commencing
as of the Effective Date; subject,  however, to earlier termination as expressly
provided in Sections 6 and 7.

         The initial  five (5) year term of  employment  automatically  shall be
extended for an additional  one (1) year term at the end of the initial five (5)
year  term,  and then  again  for an  additional  one (1) year term  after  each
successive year thereafter.  However,  either party may terminate this Agreement
at the end of the initial  five (5) year term,  or at the end of any  successive
one-year term thereafter, by giving the other party written notice of intent not
to renew,  delivered at least ninety (90) calendar days prior to the end of such
initial or successive term.

         In the event such notice of intent not to renew is  properly  delivered
by either party, this Agreement,  along with all corresponding  rights,  duties,
and  covenants,  shall  automatically  expire  at  the  end of  the  initial  or
successive term then in progress, which will be deemed a termination

                                       -1-

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of employment  effective as of the last day of such initial or successive  term.
Upon the  effective  date of such  termination,  the  Company  shall  pay to the
Executive, in full satisfaction of the amounts due hereunder,  (i) his full Base
Salary,  at the rate then in effect as provided in  Paragraph  4.1,  through the
effective date of termination, (ii) a prorated incentive payment for the year in
which termination occurs in an amount equal to the full annual incentive payment
that  would  be made  for  such  year  pursuant  to  Section  4.2  assuming  the
achievement of preestablished  performance goals at the target level, multiplied
by a fraction, the numerator of which is the number of calendar months (counting
a partial  calendar  month as a full month) that have  elapsed (in the  calendar
year in which  termination  occurs)  prior  to the  Executive's  termination  of
employment,  and the  denominator  of which  is  twelve,  and  (iii)  all  other
compensation  and  benefits to which the  Executive  has a vested  right at that
time.

         Notwithstanding  the foregoing,  if at any time during the term of this
Agreement a "Change in Control" of the Company  occurs (as defined in  Paragraph
7.4), then this Agreement shall become  immediately  irrevocable for the greater
of (i) a period of two (2) years from the date of the Change in Control, or (ii)
the otherwise remaining term of this Agreement.

Section 2. Position and Responsibilities

         During the term of this Agreement the Executive  shall  initially serve
as President and Chief Executive Officer of the Company and, if so elected, as a
member  of  the  Company's   Board  of  Directors  (the  "Board"  or  "Board  of
Directors"). During the term of this Agreement, the Executive shall be, and hold
such offices and titles as are  appropriate  to, the highest  ranking officer of
the  Company  who is also an  employee  of the  Company,  and  shall  have  full
authority and responsibility,  subject to the control and direction of the Board
of Directors, for the overall strategic policies,  management, and leadership of
the Company.

Section 3. Standard of Care

         During  the term of this  Agreement,  the  Executive  agrees  to devote
substantially his full business time,  attention,  and energies to the Company's
business  and  shall not be  engaged  in any other  business  activity,  if such
business  activity is pursued for gain,  profit,  or other pecuniary  advantage.
(Notwithstanding the preceding sentence, it is understood that the Executive has
interests in race horses,  and the maintenance of such interests and the pursuit
of business  activities  related  thereto shall not be deemed a violation of the
preceding  sentence,  provided it does not interfere with the performance of his
duties  hereunder.)  The  Executive  may  serve  as a  director  of such  civic,
charitable and  educational  boards as do not interfere with the  performance of
his duties hereunder.  The Executive may serve as a director of other businesses
so long as such service is not  injurious to the Company and is  preapproved  by
the Board of Directors.  The Executive covenants,  warrants, and represents that
he shall

         (i)      Devote  his full and best  efforts to the  fulfillment  of his
                  employment obligations hereunder;

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<PAGE>



         (ii)     Exercise the highest  degree of loyalty to the Company and the
                  highest standards of conduct in the performance of his duties;
                  and

         (iii)    Do nothing which intentionally harms, in any way, the business
                  or reputation of the Company.

         This Section 3 shall not be construed as preventing  the Executive from
investing  assets in such form or manner as will not require his services on the
board of directors or in the daily  operations of the affairs of the entities in
which such investments are made.

Section 4. Compensation

         As remuneration for all services to be rendered by the Executive during
the  term of  this  Agreement,  and as  consideration  for  complying  with  the
covenants  herein,  the  Company  shall pay and  provide  to the  Executive  the
following:

         4.1. Base Salary.  The Company shall pay the Executive a Base Salary in
an amount which shall be established from time to time by the Board of Directors
of the  Company  or the  Compensation  Committee  of  the  Board  ("Compensation
Committee")  provided,  however, that such Base Salary shall not be at a rate of
less than four hundred  thousand  dollars  ($400,000) per year. This Base Salary
shall be paid to the Executive in installments  throughout the year,  consistent
with the normal payroll practices of the Company.

         The annual Base Salary shall be reviewed at least  annually  during the
term of this Agreement to ascertain whether, in the judgment of the Board or the
Compensation  Committee of the Board or their  respective  designees,  such Base
Salary  should be increased.  If so  increased,  the Base Salary as stated above
shall,  likewise,  be  increased  for all  purposes of this  Agreement.  Once so
increased, the Executive's rate of Base Salary shall not be decreased.

         4.2.  Annual  Incentive.  The Company  shall  provide the Executive the
opportunity to earn an annual  incentive,  payable in cash or such other form as
may be available to senior executives of the Company generally, at a level which
is commensurate with the then-current  compensation philosophies of the Board or
the Compensation  Committee.  However,  in no event shall the Executive's annual
target incentive opportunity be less than fifty percent (50%) of the Executive's
then-current  annual rate of Base  Salary.  The  performance  goals on which the
annual  incentive is based will be established  and  communicated at or prior to
the  beginning  of the  corresponding  incentive  plan year.  The goals shall be
established  at levels that are thought to be reasonably  ascertainable,  though
not certain of attainment.

         Nothing in this paragraph  shall be construed as obligating the Company
to refrain from changing  and/or amending the underlying  annual  incentive plan
prior to a Change in Control,  so long as such changes are similarly  applicable
to senior executives generally.


                                       -3-

<PAGE>



         4.3. Long-Term  Incentives.  The Company shall provide the Executive an
annual  opportunity  to earn a  long-term  incentive  award at a level  which is
commensurate with the then-current compensation philosophies of the Board or the
Compensation  Committee,  and commensurate with the opportunity  appropriate for
his level of responsibility with the Company.

         Nothing in this paragraph  shall be construed as obligating the Company
to refrain from changing and/or amending the underlying long-term incentive plan
prior to a Change in Control,  so long as such changes are similarly  applicable
to senior executives generally.

         The  Executive's  grant,  as of  the  Effective  Date,  of  twenty-five
thousand  (25,000)  shares of  restricted  common stock of the  Company,  and an
option to purchase  twenty-one  thousand (21,000) shares of the Company's common
stock constitutes the Executive's  long-term  incentive award for the first year
of this Agreement.

         In addition,  the Executive  acknowledges the grant of 31,600 shares of
restricted  common  stock of the Company to replace  the long term  compensation
opportunities under Sprint Corporation  programs,  which were lost in connection
with the spinoff of the Company from Sprint Corporation.

         4.4. Supplemental  Retirement Benefit. The Company shall provide to the
Executive a supplemental retirement benefit, as described in this Paragraph 4.4.
On no less than an annual  basis,  and in any event by March 31  following  each
calendar year end on which the Executive remains employed with the Company,  the
Company shall credit the Executive with a "Supplemental  Retirement Credit." The
amount of the Supplemental  Retirement  Credit shall be determined in accordance
with  the  provisions  of  Exhibit  A  and  shall  be  credited  to  an  account
("Supplemental  Retirement  Account") on the records of the Company. At the same
time,  the Company  shall  deposit in a so-called  "rabbi  trust" (as  described
below) an amount  equal to the amount  credited to the  Supplemental  Retirement
Account.  The  Supplemental  Retirement  Account shall be credited with earnings
through the date of payment or forfeiture at a rate designated in advance by the
Executive, from among at least four alternative rates designated by the Company.
The Executive  shall be permitted to change his  designation of earnings  rates,
subject to such terms and  conditions  as the Company may impose;  provided that
the Executive  shall be permitted to change such  designation  at least once per
calendar quarter.

         Unless  sooner  vested  pursuant  to  Paragraph  6.4,  the  Executive's
Supplemental  Retirement Account shall vest in the Executive one hundred percent
(100%) upon the Executive's reaching age sixty (60); prior to reaching age sixty
(60) the Executive shall be zero percent (0%) vested in such Retirement Account.

         Any tax  obligations  (FICA or otherwise)  arising from the  crediting,
vesting,  or  payment  of  the  Supplemental  Retirement  Account  shall  be the
responsibility of the Executive,  except as may otherwise be provided in Section
7 (Change in Control).


                                       -4-

<PAGE>



         If the Executive's  Supplemental  Retirement  Account does not vest, it
shall be forfeited upon the Executive's employment termination.

         The  Company's  obligation  to pay  the  Executive  the  amount  in his
Supplemental  Retirement Account shall be an unfunded,  unsecured  obligation of
the Company.  However,  the Company will establish a so-called  "rabbi trust" as
described in Revenue  Procedure 92-64 to which it will  contribute  amounts when
and as such  amounts are  credited to the  Executive's  Supplemental  Retirement
Account as Supplemental Retirement Contributions.

         In the event of a Change in Control or termination  of the  Executive's
employment  for Good Reason or by the Company other than for Cause,  the Company
shall,  within 60 days  thereafter,  deposit  in the  "rabbi  trust"  any amount
required  to make the value of the assets  held in the "rabbi  trust"  equal the
value of the  Executive's  Supplemental  Retirement  Account,  based  on  actual
compensation  through  the date of the Change in Control or  termination  of the
Executive's  employment  for Good Reason or by the Company other than for Cause,
as applicable.

         Except as  provided  below,  the  payment of the vested  balance in the
Supplemental  Retirement  Account will be made in five (5)  substantially  equal
annual installments,  calculated as set forth in the following  paragraph,  with
the first payment being made within ninety (90) calendar days of the Executive's
termination of employment with the Company. Subsequent annual installments shall
be made on successive anniversary dates of the first payment.

         The first payment will be in the amount of the entire vested balance in
the Supplemental Retirement Account,  determined as of immediately prior to such
payment,  multiplied  by  one-fifth.  The second  annual  payment will be in the
amount of the balance in the Supplemental  Retirement Account,  determined as of
immediately  prior to such payment,  multiplied by  one-fourth,  with the third,
fourth,  and fifth payments  computed  similarly using the respective  ratios of
one-third, one-half, and one.

         A written election may be made by the Executive any time (but more than
one (1) year prior to commencement of the payment) to elect to receive  benefits
in any other form of cash  payment  including,  but not  limited to, a lump sum.
Notwithstanding the foregoing, the Company reserves the right to make payment of
all or any portion of the Executive's  vested  Supplemental  Retirement  Account
balance in a lump sum in the event of the Executive's death or Disability.

         This  Supplemental  Retirement  Benefit  is  in  full  replacement  and
cancellation of the Executive's benefits under the Sprint Key Management Benefit
Plan.

         4.5. Employee Benefits.  During the term of this Agreement, and subject
to the terms of each of the respective  plans,  the Executive  shall be eligible
for all benefits for which other senior  executives of the Company are eligible.
Benefits for which Executive shall be eligible include,  but are not limited to,
the Company's Retirement Savings Plan, group term life coverage,

                                       -5-

<PAGE>



comprehensive  health and major medical  coverage,  and short-term and long-term
disability coverage.

         The Executive shall be entitled to paid vacation in accordance with the
policy of the Company with regard to vacations of senior executive employees. In
applying this policy, the Executive shall be given credit for prior service with
Sprint Corporation.

         The  Executive  shall  likewise  be  eligible  to  participate  in  any
additional  benefits  available  to senior  executives  of the Company as may be
established by the Company during the term of this Agreement.

         4.6.  Retiree Medical Benefits.

         (i) In the event the  Executive  remains  employed with the Company for
the full  length  of the  initial  five (5) year term of this  Agreement  or the
Executive has a termination of employment during such initial five (5) year term
due to the Executive's death, Disability,  termination by the Executive for Good
Reason,  or  termination  by the Company other than for Cause,  then the Company
shall upon the  Executive's  termination of employment  provide  retiree medical
benefits described below.

         (ii)  Notwithstanding the foregoing,  retiree medical benefits will not
be provided in the event the Executive's  employment  hereunder is terminated by
the  Executive  other than for Good Reason  prior to the end of the initial five
(5) year term of this Agreement.

         (iii) The retiree  medical  benefits will be provided by the Company to
the Executive and the spouse to whom he is married on the  Effective  Date,  for
his life and the life of his spouse;  provided  that such  benefits  will not be
provided  to such  spouse  (other than as may be  required  under  Sections  601
through 607 of the Employee  Retirement Income Security Act of 1974, as amended,
("ERISA")) following a divorce or legal separation.

         (iv) Subject to the provisions of Paragraph 4.8 regarding  reduction or
discontinuance  of benefits  during the  24-month  period  following a Change in
Control,  such retiree  medical  benefits  will be provided at the same coverage
levels and cost to the Executive and his spouse for the employee-paid portion of
the premium and  co-payments  as may from time to time made  available to senior
executive  employees who are actively  employed (with a reduction in such amount
equal to the amount paid, or expected to be paid, by Medicare). Thus, other than
within the  24-month  period  following  a Change in  Control,  the  Executive's
benefits  and those of his  spouse may be changed  (or even  terminated)  to the
extent that the active employees' plan is modified (or terminated).

         (v) The  Company  reserves  the right to provide  the  Executive a cash
equivalent benefit for the Executive to obtain independently the retiree medical
benefits to which he would otherwise be entitled pursuant to this Paragraph 4.6.
In such case, the Company in good faith shall make

                                       -6-

<PAGE>



the  determination  of the amount of this cash equivalent on a basis  consistent
with  Financial  Accounting  Standards  Board  Statement  No. 106. The Company's
determination shall be conclusive. Any tax consequences of providing the retiree
medical benefits  described in this Paragraph 4.6 shall be the responsibility of
the  Executive,  except as may  otherwise  be  provided  in Section 7 (Change in
Control).

         4.7.  Perquisites.  The Company shall provide to the Executive,  at the
Company's cost, all perquisites which other senior executives of the Company are
entitled to receive.

         4.8. Right to Change Plans. Nothing herein shall require the Company to
institute,   maintain,  or  refrain  from  changing,   amending,   reducing,  or
discontinuing  any benefit  plan,  program,  or  perquisite  available to senior
executives, so long as such changes are similarly applicable to senior executive
employees  generally.  Notwithstanding  the  foregoing,  no  such  reduction  or
discontinuance  adopted after a Change in Control shall be made  effective  with
respect  to the  Executive  within the  24-month  period  following  a Change in
Control.

Section 5. Expenses

         The Company shall pay, or reimburse the Executive,  in accordance  with
the Company's policies and procedures  applicable to senior executives,  for all
ordinary  and  necessary   business  expenses  which  the  Executive  incurs  in
performing  his duties  under this  Agreement  including,  but not  limited  to,
travel, entertainment,  professional dues and subscriptions, and all dues, fees,
and expenses associated with membership in appropriate  professional,  business,
and civic  associations and societies where the Executive's  participation is in
the best interests of the Company.  Membership in  professional,  business,  and
civic  associations  and  societies  selected by the  Executive  shall be deemed
appropriate unless disapproved by the Board or the Compensation Committee.

Section 6. Employment Terminations

         6.1.  Termination  Due to  Death.  In the  event  of the  death  of the
Executive  during  the term of this  Agreement,  the  Company  shall  pay to the
Executive's  Beneficiary (i) the Executive's full Base Salary,  at the rate then
in effect as provided in Paragraph 4.1, earned through the date of death, (ii) a
prorated  incentive equal to the full annual  incentive  payment that would have
been made for the year in which death  occurred,  assuming  the  achievement  of
preestablished  performance goals at the target level, multiplied by a fraction,
the  numerator  of which is the number of  calendar  months  (counting a partial
calendar month as a full month) that have elapsed (in the calendar year in which
the  Executive's  death  occurs)  prior  to  the  Executive's   death,  and  the
denominator of which is twelve, and (iii) all other compensation and benefits to
which the Executive had a vested right at his death. Such Base Salary,  prorated
incentive  salary and any other amounts to be paid as a single cash sum shall be
paid in a single  lump sum within 30 days of the  Executive's  death  (except as
otherwise  required  by ERISA or the terms of any  applicable  employee  benefit
plan).

                                       -7-

<PAGE>



         Except where otherwise  required by ERISA or the terms of an applicable
employee benefit plan, the Executive's  Beneficiary with respect to each payment
shall be the person so designated  by the  Executive in writing  provided to the
Company prior to his death.  Subject to such  exception,  in the absence of such
written  beneficiary  designation,  the  Executive's  Beneficiary  shall  be his
surviving spouse, or if he has no surviving spouse, his estate.

         Such Base Salary, prorated incentive,  and any other amounts to be paid
as a single  cash sum shall be paid in a single  lump sum  within 30 days of the
Executive's death.

         6.2. Termination Due to Disability.  In the event the Executive becomes
Disabled during the term of this Agreement,  the Company shall have the right to
terminate the Executive's  employment and this Agreement.  However, the Board or
Compensation  Committee  shall  deliver  written  notice to the Executive of the
Company's  intent to terminate for Disability at least thirty (30) calendar days
prior to the effective date of such termination.

         A termination for Disability shall become effective upon the end of the
thirty  (30) day  notice  period.  Upon the  effective  date of the  Executive's
termination of employment on account of Disability, the Company shall pay to the
Executive  (i) his full Base  Salary,  at the rate then in effect as provided in
Paragraph 4.1, earned through the date of termination, (ii) a prorated incentive
equal to the full  annual  incentive  payment  that would have been made for the
year  in  which  termination  on  account  of  Disability   occurred,   assuming
achievement of preestablished  performance goals at the target level, multiplied
by a fraction, the numerator of which is the number of calendar months (counting
a partial  calendar  month as a full month) that have  elapsed (in the  calendar
year in which the Executive's  termination of employment for Disability  occurs)
prior to the  Executive's  termination  of employment  for  Disability,  and the
denominator of which is twelve, and (iii) all other compensation and benefits to
which the Executive has a vested right at his  termination  of employment due to
Disability. Such Base Salary, prorated incentive salary and any other amounts to
be paid as a single  cash sum shall be paid in a single  lump sum within 30 days
of the Executive's termination of employment for Disability (except as otherwise
required by ERISA or the terms of any applicable employee benefit plan).

         The term  "Disability"  shall mean, for all purposes of this Agreement,
the incapacity of the Executive,  due to injury, illness,  disease, or bodily or
mental infirmity, to engage in the performance of substantially all of his usual
duties as  contemplated  by Section 2, such  Disability  to be determined by the
Board of Directors or the Compensation Committee upon receipt of and in reliance
on competent medical advice from one or more individuals,  selected by the Board
or Compensation  Committee,  who are qualified to give such professional medical
advice.  However, in all cases for the Board or Compensation Committee to make a
termination for Disability hereunder, such "Disability" must be of the type that
would,  with  the  lapse of time,  qualify  for  benefits  under  the  Company's
long-term disability program.

         It is expressly  understood  that the Disability of the Executive for a
period of ninety (90) calendar  days or less in the aggregate  during any period
of twelve (12) consecutive months, in the

                                       -8-

<PAGE>



absence of any reasonable expectation that the Executive's Disability will exist
for more than  such a period of time,  shall  not  constitute  a failure  by the
Executive  to perform his duties  hereunder  and shall not be deemed a breach or
default and the Executive shall receive full compensation for any such period of
Disability or for any other temporary  illness or incapacity  during the term of
this Agreement.

         6.3. Voluntary Termination by the Executive Other than for Good Reason.
The  Executive  may  terminate  this  Agreement  at any time other than for Good
Reason by giving the Board of Directors of the Company  written notice of intent
to  terminate,  delivered  at  least  ninety  (90)  calendar  days  prior to the
effective date of such termination  (such period not to include  vacation).  The
termination  automatically  shall become  effective  upon the  expiration of the
ninety (90) calendar day notice period.

         Upon the effective date of such termination by the Executive other than
for Good Reason, the Company shall pay to the Executive his full Base Salary, at
the rate then in  effect as  provided  in  Paragraph  4.1,  earned  through  the
effective  date of termination  (but no incentive for that plan year),  plus all
other compensation and benefits to which the Executive has a vested right at the
effective date of such termination.

         6.4.  Termination by the Company Other than for Cause.  The Company may
terminate the Executive's  employment other than for Cause, at any time, for any
reason  other  than death or  Disability,  by  written  notice to the  Executive
specifying  the  effective  date of  termination.  Subject to the payment of the
amounts  described  below  in this  Paragraph  6.4 and to the  Change-in-Control
Severance  Benefits  provided  in  Section  7, this  Agreement,  along  with all
corresponding  rights,  duties, and covenants,  shall automatically  expire upon
such termination of employment. A nonrenewal of this Agreement after the initial
five (5) year period or after any  successive one (1) year term, as described in
Section  1, with  proper  notice  shall not be deemed a  termination  under this
Paragraph  6.4 and shall not  trigger  the  payment of amounts  pursuant to this
Paragraph 6.4.

         Upon the effective  date of an involuntary  termination  other than for
Cause,  death,  or  Disability,  under this Paragraph 6.4, or upon the effective
date of a "Good Reason"  termination (as provided in Paragraph 6.6), the Company
shall  pay to the  Executive  and  provide  the  Executive  with the  following,
provided  such  termination  is not a "Qualifying  Termination"  as described in
Paragraph 7.2:

                  (a)      A  lump-sum  cash  amount  equal  to the  Executive's
                           unpaid Base  Salary,  annual  incentive  for the year
                           prior to the year in which  termination  occurred (to
                           the   extent  not  yet  paid  at  the  time  of  such
                           termination),   accrued  vacation  pay,  unreimbursed
                           business expenses,  and all other items earned by the
                           Executive through and including the effective date of
                           termination,  (to the extent not yet paid at the time
                           of such termination),  in full satisfaction for these
                           amounts owed to the Executive;

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<PAGE>



                  (b)      A prorated  incentive equal to the  Executive's  full
                           annual  incentive  payment  that would have been made
                           for the year in which  termination  occurred assuming
                           the achievement of  preestablished  performance goals
                           at the target level,  multiplied  by a fraction,  the
                           numerator  of which is the number of calendar  months
                           (counting a partial  calendar  month as a full month)
                           that have elapsed (in the calendar  year in which the
                           Executive's  effective  date of  termination  occurs)
                           prior   to  the   Executive's   effective   date   of
                           termination,  and the  denominator of which is twelve
                           (12);

                  (c)      A lump-sum cash amount equal to two (2) multiplied by
                           the Executive's  annual rate of Base Salary in effect
                           upon the effective date of termination;

                  (d)      A lump-sum cash amount equal to two (2) multiplied by
                           the Executive's  full annual  incentive  payment that
                           would   have   been   made  for  the  year  in  which
                           termination  occurred  assuming  the  achievement  of
                           preestablished performance goals at the target level;

                  (e)      An  immediate   full   vesting  of  the   Executive's
                           Supplemental Retirement Account;

                  (f)      Reimbursement  for  standard   outplacement  services
                           provided by a nationally recognized outplacement firm
                           of the Executive's  selection,  for a period of up to
                           two (2) years from the Executive's  effective date of
                           termination.   Notwithstanding  the  foregoing,   the
                           aggregate  amount  of such  reimbursement  shall  not
                           exceed  twenty-five  percent (25%) of the Executive's
                           annual  rate  of  Base  Salary  as  of  the  date  of
                           termination; and

                  (g)      All  other  compensation  and  benefits  to which the
                           Executive has a vested right at that time,  except to
                           the extent the Executive elects to receive payment of
                           such compensation or benefits at a later date.

         Any amounts or benefits  provided  under this Paragraph 6.4 shall be in
lieu of all other  benefits  provided to the Executive  under the  provisions of
this  Agreement  including,  but not limited to, those  benefits  provided under
Section 7. Change-in-Control benefits, as provided in Section 7 (and not amounts
or  benefits  under  this  Paragraph  6.4),  shall  be  paid in the  event  of a
Qualifying Termination.

         6.5.  Termination  For  Cause.  Nothing  in  this  Agreement  shall  be
construed to prevent the Board from terminating the Executive's employment under
this Agreement for "Cause." In the event the Board determines that Cause exists,
the  Board  shall  deliver  written  notice  to the  Executive  of the facts and
circumstances leading to the Board's determination,  and including the effective
date of the termination for Cause.  Upon the effective date of a termination for
Cause,  the Company shall pay the  Executive  his full Base Salary,  at the rate
then in effect as provided

                                      -10-

<PAGE>



in Paragraph  4.1,  earned through the effective  date of such  termination  for
Cause.  The  Executive  shall not be paid any annual  incentive  for the year in
which  such  termination  for Cause  occurs.  However,  the  Executive  shall be
entitled to all other  accrued  compensation  and accrued  benefits to which the
Executive has a vested right at that time.  Thereafter,  this  Agreement,  along
with all  corresponding  rights,  duties,  and  covenants,  shall  automatically
expire.

         "Cause"  shall be determined by the Board in the exercise of good faith
and reasonable judgment, and shall be defined as: (i) the Executive's conviction
for  committing  an  act  of  fraud,  embezzlement,  theft,  or  any  other  act
constituting  a felony  involving  moral  turpitude  or causing  material  harm,
financial or  otherwise,  to the  Company;  or (ii) a  demonstrably  willful and
deliberate  act or  failure  to act which is  committed  in bad  faith,  without
reasonable  belief that such action or inaction is in the best  interests of the
Company, which causes material harm, financial or otherwise,  to the Company and
which act or inaction is not remedied  within  fifteen (15) business days of the
Executive's  receipt of written notice from the Company which  describes the act
or inaction;  (iii) the consistent gross neglect of duties, or wanton negligence
by the Executive in the performance of his duties  hereunder,  (iv) the material
breach by the Executive of the terms of this  Agreement,  or (v) the Executive's
refusal to stand for election or  reelection to the Board without the consent of
the Company.

         6.6.  Termination  for Good Reason.  The Executive  may terminate  this
Agreement for Good Reason by giving the Board thirty (30) calendar days' written
notice  of such  intent  to  terminate  for Good  Reason,  which  sets  forth in
reasonable  detail  the facts and  circumstances  claimed to provide a basis for
such termination.  Good Reason shall mean, without the Executive's prior written
consent, the occurrence of any one or more of the following:

         (i)      The assignment to the Executive of any duties  inconsistent in
                  any respect with the Executive's  position  (including status,
                  offices,  titles,  and reporting  requirements),  authorities,
                  duties, or other responsibilities as contemplated by Section 2
                  of this  Agreement,  or any other action of the Company  which
                  results  in  a  material  adverse  change  in  such  position,
                  authority,   duties,  or   responsibilities,   other  than  an
                  insubstantial and inadvertent  action which is remedied by the
                  Company  promptly after receipt of notice thereof given by the
                  Executive;

         (ii)     The  Company's  requiring  the Executive to be based more than
                  thirty-five  (35) miles  from the  location  of his  principal
                  office at that time;

         (iii)    A material  reduction or  elimination  of any component of the
                  Executive's  compensation  as provided for in Section 4, other
                  than as permitted under Paragraph 4.8;

         (iv)     Failure of the  Executive  to be elected or  reelected  to the
                  Board without his prior written consent; or


                                      -11-

<PAGE>



         (v)      A  material  breach by the  Company of any  provision  of this
                  Agreement which is not remedied by the Company  promptly after
                  receipt of notice thereof is given by the Executive.

         Upon the lapse of the thirty (30) calendar day notice period,  the Good
Reason termination shall take effect and the Executive's obligation to serve the
Company, and the Company's  obligation to employ the Executive,  under the terms
of this Agreement shall terminate simultaneously. If the Good Reason termination
is not a Qualifying  Termination,  the Executive  shall receive from the Company
the  same  benefits  provided  in  Paragraph  6.4 as if the  termination  were a
termination by the Company other than for Cause. If the Good Reason  termination
is  a   Qualifying   Termination,   the   Executive   shall   be   entitled   to
Change-in-Control Severance Benefits under Section 7.

Section 7. Change in Control

         7.1. Right to Change-in-Control Severance Benefits. If there has been a
Change in Control of the Company (as defined in Paragraph 7.4) and the Executive
has a Qualifying  Termination (as defined in Paragraph 7.2), the Executive shall
be entitled to receive from the Company Change-in-Control Severance Benefits (as
described in Paragraph 7.3). The Change-in-Control  Severance Benefits described
in Paragraphs 7.3(a), 7.3(b), 7.3(c), 7.3(d) and, to the extent payable in cash,
7.3(g),  shall be paid in cash to the  Executive in a single lump sum as soon as
practicable  following the date of the Qualifying  Termination,  but in no event
later than thirty (30) calendar days after such date.

         7.2. Qualifying Termination. Each of the following events constitutes a
Qualifying Termination:

                  (a)      The   Company's   termination   of  the   Executive's
                           employment  other than for Cause  within  thirty (30)
                           days   prior  to  a  Change  in   Control  or  within
                           twenty-four   (24)  months   following  a  Change  in
                           Control;

                  (b)      The Executive's  voluntary  termination of employment
                           for Good  Reason  within  thirty (30) days prior to a
                           Change in Control or within  twenty-four  (24) months
                           following a Change in Control;

                  (c)      A  successor  company  fails or refuses to assume the
                           Company's entire obligations under this Agreement, as
                           required by Section 8;

                  (d)      The  Company,  or any  successor  company,  commits a
                           material  breach  of any of the  provisions  of  this
                           Agreement within  twenty-four (24) months following a
                           Change in Control; and


                                      -12-

<PAGE>



                  (e)      The Executive's  voluntary  termination of employment
                           at any time  during the  consecutive  thirty (30) day
                           period   which   begins  on  the  first  day  of  the
                           thirteenth (13th) full month immediately  following a
                           Change in Control.

         A  Qualifying  Termination  shall  not  include  a  termination  of the
Executive's employment by reason of death, Disability, the Executive's voluntary
termination  other than for Good Reason except as provided in Paragraph  7.2(e),
or the Company's termination of the Executive's employment for Cause.

         7.3.  Change-in-Control  Severance Benefits. In the event the Executive
has a Qualifying Termination, the Company shall pay to the Executive and provide
the Executive with the following:

                  (a)      A  lump-sum   cash   amount   equal  to  the  sum  of
                           Executive's  unpaid Base  Salary  through the date of
                           termination,  annual  incentive for the year prior to
                           the year in which his Qualifying Termination occurred
                           (to  the  extent  not yet  paid  at the  time of such
                           Qualifying   Termination),   accrued   vacation  pay,
                           unreimbursed  business expenses,  and all other items
                           earned by the  Executive  through and  including  the
                           date  of  the   Qualifying   Termination   (in   full
                           satisfaction   for   these   amounts   owed   to  the
                           Executive);

                  (b)      A prorated  incentive equal to the  Executive's  full
                           annual  incentive  payment  that would have been made
                           for the  year in  which  the  Executive's  Qualifying
                           Termination  occurred  assuming  the  achievement  of
                           preestablished performance goals at the target level,
                           multiplied  by a fraction,  the numerator of which is
                           the number of  calendar  months  (counting  a partial
                           calendar month as a full month) that have elapsed (in
                           the calendar year in which the Executive's  effective
                           date of termination  occurs) prior to the Executive's
                           effective date of termination, and the denominator of
                           which is twelve (12);

                  (c)      A lump-sum cash amount equal to three (3)  multiplied
                           by the  Executive's  annual  rate of Base  Salary  in
                           effect upon the date of the Qualifying Termination;

                  (d)      A lump-sum cash amount equal to three (3)  multiplied
                           by  the  Executive's  then-current  target  incentive
                           opportunity  established  under the Company's  annual
                           incentive  plan for the year in which the  Qualifying
                           Termination occurs;

                  (e)      If  Executive  is not  entitled  to  retiree  medical
                           benefits   pursuant   to   Paragraph   4.6,   then  a
                           continuation  of  the   Executive's   health  benefit
                           coverage  at the same cost to the  Executive,  and at
                           the same coverage level as in effect as

                                      -13-

<PAGE>



                           of  the  date  of  the  Qualifying  Termination,  for
                           thirty-six   (36)   months   from  the  date  of  the
                           Qualifying  Termination;  the required health benefit
                           continuation  period  under  Section  601 et seq.  of
                           ERISA ("COBRA") shall begin concurrent with the start
                           of this benefit continuation  period;  subject to the
                           following:

                                            Except  as  otherwise   required  by
                                    COBRA, the providing of this post-employment
                                    health benefit coverage by the Company shall
                                    be  discontinued  prior  to  the  end of the
                                    continuation   period  to  the  extent  that
                                    similar   benefits  are   available  to  the
                                    Executive  from a  subsequent  employer,  as
                                    determined by the Board or the  Compensation
                                    Committee  in the exercise of good faith and
                                    reasonable  judgment,  except  that,  to the
                                    extent such subsequent coverage excludes (or
                                    would exclude) preexisting conditions,  such
                                    post-employment coverage shall be continued.
                                    The  Executive  shall  have a duty to inform
                                    the Board as to the availability of coverage
                                    from a subsequent  employer.  The  Executive
                                    shall  provide,  or cause to be  provided to
                                    the Board in writing, correct, complete, and
                                    timely information concerning the same;

                  (f)      Reimbursement for standard outplacement services from
                           a  nationally  recognized  outplacement  firm  of the
                           Executive's selection,  for a period of up to two (2)
                           years  from  the date of the  Executive's  Qualifying
                           Termination.   Notwithstanding  the  foregoing,   the
                           aggregate  amount  of such  reimbursement  shall  not
                           exceed  thirty-five  percent (35%) of the Executive's
                           annual  rate of  Base  Salary  as of the  date of the
                           Qualifying Termination; and

                  (g)      All  other  compensation  and  benefits  to which the
                           Executive has a vested right at that time,  except to
                           the extent the Executive elects to receive payment of
                           such compensation or benefits at a later date.

         The Change-in-Control  Severance Benefits provided under this Paragraph
7.3 shall be in lieu of all other benefits  provided to the Executive  under the
provisions  of this  Agreement  including,  but not limited to,  those  benefits
provided under  Paragraph 6.4. Any amounts payable under this Paragraph 7.3 that
are to be paid in a lump  sum  shall  be paid in a  single  lump  sum  upon  the
effective  date  of the  Qualifying  Termination.  The  Executive  shall  not be
obligated to seek other employment or take any other action by way of mitigation
of amounts payable to Executive under any of the provisions of this Agreement.

         7.4.  Definition  of "Change in  Control."  "Change in  Control" of the
Company means the first to occur of any one or more of the following:


                                      -14-

<PAGE>



                  (a)      the  acquisition or holding by any person,  entity or
                           "group"  (within the  meaning of Section  13(d)(3) or
                           14(d)(2)  of the  Securities  Exchange  Act  of  1934
                           ("1934  Act")),  other  than  by the  Company  or any
                           Subsidiary  or  any  employee  benefit  plan  of  the
                           Company  or a  Subsidiary,  of  beneficial  ownership
                           (within the meaning of Rule 13d-3 under the 1934 Act)
                           of 30% or more of the  then-outstanding  common stock
                           of   the    Company    ("Common    Stock")   or   the
                           then-outstanding   Voting   Power  of  the   Company;
                           provided,  however,  that no Change in Control  shall
                           occur solely by reason of any such  acquisition  by a
                           corporation   with  respect  to  which,   after  such
                           acquisition,    more    than    60%   of   both   the
                           then-outstanding     common     shares     and    the
                           then-outstanding Voting Power of such corporation are
                           then- beneficially owned, directly or indirectly,  by
                           the  persons  who were the  beneficial  owners of the
                           Common Stock immediately before such acquisition,  in
                           substantially   the   same   proportions   as   their
                           respective   ownership,   immediately   before   such
                           acquisition, of the then-outstanding Common Stock and
                           Voting Power of the Company; or

                  (b)      individuals who, as of the Effective Date, constitute
                           the Board  (the  "Incum  bent  Board")  cease for any
                           reason  to  constitute  at  least a  majority  of the
                           Board;  provided  that any  individual  who becomes a
                           director  after the Effective  Date whose election or
                           nomination for election by the Company's stockholders
                           was approved by at least a majority of the  Incumbent
                           Board  (other than an election  or  nomination  of an
                           individual  whose initial  assumption of office is in
                           connection  with an  actual  or  threatened  election
                           contest  relating to the election of the directors of
                           the  Company  (as such terms are used in Rule  14a-11
                           under the 1934 Act)) shall be deemed to be members of
                           the Incumbent Board; or

                  (c)      approval by the  stockholders of the Company of (1) a
                           merger,   reorganiza   tion  or   consolidation   (an
                           "Extraordinary  Transaction")  with  respect to which
                           persons who were the respective  beneficial owners of
                           the   Common    Stock    immediately    before   such
                           Extraordinary   Transaction   would   not,   if  such
                           Extraordinary  Transaction  were  to  be  consummated
                           immediately  after  such  stockholder  approval  (but
                           otherwise in accordance  with the terms  presented in
                           writing to the  stockholders of the Company for their
                           approval),  beneficially own, directly or indirectly,
                           more  than 60% of both the then-  outstanding  common
                           shares and the  then-outstanding  Voting Power of the
                           corporation   resulting   from   such   Extraordinary
                           Transaction, in substantially the same proportions as
                           their respective  ownership,  immediately before such
                           Extraordinary  Transaction,  of the  then-outstanding
                           Common Stock and Voting  Power of the Company,  (2) a
                           liquidation  or dissolution of the Company or (3) the
                           sale or other disposition of all or substantially all
                           of the assets of the Company in one  transaction or a
                           series of related transactions;

                                      -15-

<PAGE>



                           provided,  however,  that  for the  purposes  of this
                           Paragraph  the votes of all Section 16 Persons  shall
                           be  disregarded in  determining  whether  stockholder
                           approval has been obtained.

         Notwithstanding the foregoing,  a Change in Control will not occur with
respect to any Section 16 Person who is, by agreement or understanding  (written
or  otherwise),  a  participant  on such  Section  16  Person's  own behalf in a
transaction which causes the Change in Control to occur.

         For purposes of this definition, "Section 16 Person" means a person who
is subject  to  potential  liability  under  Section  16(b) of the 1934 Act with
respect to transactions involving equity securities of the Company; "Subsidiary"
means a United States or foreign  corporation  with respect to which the Company
owns, directly or indirectly,  50% or more of the then-outstanding common stock;
and "Voting  Power"  means the  combined  voting  power of the  then-outstanding
securities  of a  corporation  entitled  to vote  generally  in the  election of
directors.

         7.5.  Excise Tax Payment.  If any portion of the amounts  payable under
Paragraphs 7.3 or any other payment or benefit provided under this Agreement, or
under  any other  agreement  with,  or plan of the  Company,  including  but not
limited to stock options,  restricted stock, and other long-term  incentives (in
the aggregate "Total Payments") would constitute an "Excess Parachute  Payment,"
such that an excise tax is triggered under Section 4999 of the Internal  Revenue
Code of 1986,  as  amended  ("Code"),  then the  Company  shall  provide  to the
Executive, in cash, an additional payment in an amount to cover the full cost of
this excise tax and the Executive's  state and federal income,  employment,  and
excise  taxes on this  additional  payment (and to cover the  resulting  income,
employment,  and excise taxes resulting from each successive payment,  and so on
as necessary to completely  neutralize the excise tax impact). For this purpose,
the Executive shall be deemed to be in the highest  marginal rate of federal and
state taxes.  This payment shall be made as soon as possible  following the date
of the  Executive's  Qualifying  Termination,  but in no event later than thirty
(30) calendar days from such date.

         For purposes of this  Agreement,  the term "Excess  Parachute  Payment"
shall have the meaning assigned to such term in Section 280G of the Code.

         7.6. Subsequent Recalculation. In the event it is finally determined by
the Internal  Revenue  Service  ("IRS") that the excise tax payable by Executive
under Section 4999 of the Code is greater than the amount  computed  pursuant to
Paragraph  7.5, the Company shall  reimburse  the  Executive for any  additional
amount  necessary to make the Executive whole (less any amounts  received by the
Executive  that the  Executive  would  not have  received  had the  computations
initially been computed as  subsequently  adjusted),  including the value of any
underpaid excise tax, and any related interest and/or penalties due to the IRS.

         Each party shall  promptly  give the other  notice of any IRS  inquiry,
examination,  claim or refund  with  respect to the  applicability  or amount of
excise  taxes  payable by  Executive  under  Section  4999 of the Code,  and the
parties shall cooperate with each other in resolving any issues

                                      -16-

<PAGE>



thereon  raised by the IRS. In the event  Executive  fails promptly to reimburse
the Company as provided in the preceding paragraph,  the Company, in addition to
any other  remedies  available  to it, shall be entitled to reduce the amount of
any payments due the Executive by the amount required to be so reimbursed.

Section 8. Assignment

         8.1.  Assignment by Company.  This Agreement  shall be binding upon and
shall  inure  to the  benefit  of,  the  Company  and its  successors.  Any such
successor  shall be deemed to be the Company for all purposes of this Agreement.
As used in this  Agreement,  the  term  "successor"  shall  mean  any  surviving
corporation  in  a  merger  or  consolidation,   or  any  person,   corporation,
partnership,  or other business entity which,  whether by purchase or otherwise,
acquires all or substantially all of the assets of the Company.  Notwithstanding
such  assignment,  the Company shall remain,  with such  successor,  jointly and
severally  liable  for all  its  obligations  hereunder.  Without  limiting  the
generality of the  foregoing,  it is  specifically  agreed that an assignment of
this Agreement by the Company will not diminish Executive's rights under Section
7 hereof.

         The Company shall  require any successor to assume  expressly and agree
to perform  this  Agreement  in the same  manner and to the same extent that the
Company would be required to perform if no such succession were to take place.

         Except as provided  in this  Section  8.1,  this  Agreement  may not be
assigned by the Company.

         8.2. Assignment by Executive. This Agreement shall inure to the benefit
of and be  enforceable  by the  Executive's  personal or legal  representatives,
executors, and administrators,  successors,  heirs, distributees,  devisees, and
legatees. If the Executive should die while any amounts payable to the Executive
hereunder  remain  outstanding,  all such  amounts,  unless  otherwise  provided
herein,  shall be paid in  accordance  with the terms of this  Agreement  to the
Executive's Beneficiary, determined in accordance with Paragraph 6.1.

Section 9.  Dispute Resolution and Notice

         9.1. Dispute Resolution.  The Executive shall have the right and option
to elect to have any good  faith  dispute  or  controversy  arising  under or in
connection with this Agreement settled by litigation or by arbitration.

         If arbitration is selected, such proceeding shall be conducted before a
panel of three (3) arbitrators  sitting in a location  selected by the Executive
within fifty (50) miles from the location of his principal  place of employment,
in accordance  with the rules of the American  Arbitration  Association  then in
effect.  Judgment  may be  entered on the award of the  arbitrator  in any court
having jurisdiction.


                                      -17-

<PAGE>



         All  expenses of such  litigation  or  arbitration,  including  but not
limited to the reasonable fees and expenses of the legal  representative for the
Executive,  and necessary costs and  disbursements  incurred as a result of such
dispute or legal proceeding, and any prejudgment interest, shall be borne by the
Company.

         9.2. Notice. Any notices,  requests,  demands, or other  communications
provided for by this Agreement  shall be sufficient if in writing and if sent by
registered  or certified  mail to the Executive at the last address he has filed
in writing  with the Company or, in the case of the Company,  the Board,  or the
Compensation Committee of the Board, at the Company's principal offices.

Section 10.  Miscellaneous

         10.1. Entire Agreement.  This Agreement supersedes any prior agreements
or  understandings,  oral or written,  between the parties hereto or between the
Executive  and the  Company,  with  respect  to the  subject  matter  hereof and
constitutes the entire agreement of the parties with respect thereto.

         10.2.  Modification.  This  Agreement  shall  not be  varied,  altered,
modified, canceled, changed, or in any way amended except by mutual agreement of
the parties in a written  instrument  executed  by the  parties  hereto or their
legal representatives.

         10.3. Severability.  In the event that any provision or portion of this
Agreement shall be determined to be invalid or unenforceable for any reason, the
remaining  provisions of this  Agreement  shall be unaffected  thereby and shall
remain in full force and effect.

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

         10.5.  Tax  Withholding.  The  Company  may  withhold  from any amounts
payable under this Agreement all federal,  state, city, or other taxes as may be
required pursuant to any law or governmental regulation or ruling.

Section 11. Governing Law

         To the extent not  preempted  by federal law,  the  provisions  of this
Agreement  shall be construed  and enforced in  accordance  with the laws of the
State of Illinois.



                                      -18-

<PAGE>



         IN WITNESS  WHEREOF,  the  Executive and the Company have executed this
Agreement as of ___________________, 1996.



ATTEST                                         360 Communications Company


By:                                            By:
      Corporate Secretary                        Chairman, Compensation
                                                 Committee of the Board of
                                                 Directors



                                               By:
                                                 Executive, Dennis E. Foster


                                      -19-

<PAGE>


                                    EXHIBIT A

         The  amount  of  the  annual  Supplemental  Retirement  Credit  to  the
Executive's  Supplemental  Retirement  Account shall be equal to the actuarially
computed  value  necessary  to provide an annual  replacement  beginning  at age
sixty-five  (65) of forty  percent  (40%) of the  Executive's  final annual Base
Salary and target bonus  opportunity at age sixty-five (65), for the Executive's
expected life (using the 83 GATT mortality table),  offset by the age sixty-five
(65) pension benefit provided by the Executive's former employers (i.e.,  Sprint
Corporation,  AT&T,  and GTE).  For  purposes  of this  calculation,  it will be
assumed that the Executive  will retire at age  sixty-five  (65),  that pay will
increase  by  six  percent  (6%)  each  year,  and  that  all  past  and  future
Supplemental Retirement Credits will be credited with a level eight percent (8%)
rate of return,  regardless  of the actual  return  credited to the  Executive's
Supplemental  Retirement  Account  (i.e.,  the  Executive  will obtain a greater
benefit if the amount credited to his Supplemental  Retirement  Account pursuant
to Paragraph 4.4 exceeds an annualized eight percent (8%) rate of return,  and a
lower  benefit if the amount so credited  fails to achieve an  annualized  eight
percent  (8%) rate of return).  This  actuarial  calculation  shall be performed
annually, substituting actual Base Salary and target bonus amounts for estimated
projections as such actual amounts become known, and adjusting the percentage of
pay required as an annual funding contribution, such that the percentage of Base
Salary required as an annual funding  contribution  shall be projected to be the
same  for all  future  years  (based  on the  then-available  actual  historical
compensation history and assumed projected increases as set forth above), in the
percentage  required to produce the forty percent (40%)  replacement  ratio. The
Schedule  attached to this Agreement  provides the  calculation  for the initial
year of operation.









                                      -20-