Amended and Restated Change-In-Control Severance Agreement


         This CHANGE-IN-CONTROL  SEVERANCE AGREEMENT dated as of January 6, 1997
(the "Effective Date"), and as amended and restated as of December ___, 1997 (as
so amended and restated,  the "Agreement"),  is made between 360  Communications
Company,  a Delaware  corporation  having its principal  offices at 8725 Higgins
Road, Chicago, Illinois (the "Company"), and 1 ("Executive").

                                    Recitals

         A.  Executive is a key executive of the Company and an integral part of
its management.

         B. The Company  recognizes  that the possibility of a change in control
of the Company may result in the departure or  distraction  of management to the
detriment of the Company and its shareowners.

         C. The Company wishes to assure  Executive of certain  benefits  should
Executive's employment terminate following a change in control of the Company.

         D.   The   Company   and   Executive    entered   into   that   certain
Change-in-control  Severance  Agreement  dated  January  6, 1997 (the  "Existing
Agreement")  and desire to amend and  restate  such  original  Agreement  in its
entirety as set forth below.

         In consideration of the foregoing and the mutual covenants contained in
this  Agreement,  the  Company  and  Executive  agree to amend and  restate  the
Original Agreement as follows:

                                    Agreement

Section 1.  Definitions.  The following terms shall have the meanings  indicated
below:

         "Base  Salary"  means the amount of  compensation  as determined by the
Board  or the  Compensation  Committee  for the  calendar  year  during  which a
Qualifying Termination occurs.

         "Beneficiary"  means,  except where otherwise  required by the Employee
Retirement  Income  Security Act of 1974 or the terms of an applicable  employee
benefit  plan,  the  person or persons  designated  by  Executive,  in a writing
provided to the Company prior to Executive's  death,  to receive amounts payable
to Executive under this Agreement.  Subject to such exception, in the absence of
such a written  beneficiary  designation,  the Beneficiary  shall be Executive's
surviving spouse, or if none, Executive's estate.

         "Board" means the Board of Directors of the Company.

                                      -1-
<PAGE>

         "Cause"  means the  occurrence  of any one or more of the  following as
determined in the good faith and reasonable judgment of the Board:

                  (i)  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,

                  (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, or

                  (iii)  the  consistent  gross  neglect  of  duties,  or wanton
         negligence by Executive in the performance of Executive's  duties under
         this Agreement.

A  termination  of  Executive's  employment  shall not be deemed to be for Cause
unless each of the following conditions is satisfied:

                  (v) Written  notice is provided to Executive  not less than 15
         days  prior to the date of  termination  setting  forth  the  Company's
         intention to consider terminating  Executive,  including a statement of
         the intended  date of  termination  and a detailed  description  of the
         specific facts that the Company believes to constitute Cause;

                  (w) None of the  acts or  omissions  of  Executive  which  the
         Company  believes to constitute  Cause shall have occurred more than 12
         months before the earliest date on which any member of the Board who is
         not a party to the act or  omission,  knew or should have known of such
         act or omission;

                  (x)  Executive  is offered an  opportunity  to respond to such
         statement by  appearing  in person,  together  with  Executive's  legal
         counsel, before the Board prior to the date of termination;

                  (y)  By  the   affirmative   vote  of  at  least  75%  of  the
         non-employee  members  of the  Board,  the  Board  determines  that the
         specified  actions of Executive  constituted Cause and that Executive's
         employment should accordingly be terminated for Cause; and

                  (z) The  Company  provides  Executive  a copy  of the  Board's
         written  determination  setting forth in full  specificity the basis of
         such termination for Cause.

By determination of the Board, the Company may suspend Executive from his duties
for a period of up to 30 days with full pay and  benefits  hereunder  during the
period of time in which the Board is making a  determination  as to  whether  to
terminate  Executive  for  Cause.  Any  purported  termination  for Cause by the
Company which does not satisfy each  substantive  and procedural  requirement of
this  definition  shall be treated for all  purposes  under this  Agreement as a
termination by the Company without Cause.

                                      -2-
<PAGE>

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

                  (i) the  acquisition  or  holding  by any  person,  entity  or
         "group"  (within  the  meaning of Section  13(d)(3)  or 14(d)(2) of the
         Exchange  Act),  other  than  by the  Company,  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 Exchange 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

                  (ii) individuals who, as of the Effective Date, constitute the
         Board (the  "Incumbent  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  Exchange  Act)) shall be deemed to be members of
         the Incumbent Board; or

                  (iii)  approval  by the  stockholders  of the Company of (1) a
         merger,    reorganization   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.

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

                                       -3-
<PAGE>

         "Code" means the Internal Revenue Code of 1986, as amended.

         "Company" has the meaning  specified in the  introductory  paragraph of
this Agreement.

         "Compensation  Committee" means the Compensation Committee of the Board
(or such other  committee  of the Board that may be  responsible  for  executive
compensation).

         "Continuation Period" has the meaning specified in Section 2.1(b).

         "Effective  Date"  has  the  meaning   specified  in  the  introductory
paragraph of this Agreement.

         "Excess Parachute Payment" has the meaning specified in Section 280G of
the Code.

         "Exchange Act" means the Securities Exchange Act of 1934.

         "Excise Tax" has the meaning specified in Section 2.2.

         "Executive" has the meaning specified in the introductory  paragraph of
this Agreement.

         "Good  Reason" shall mean the  occurrence,  without  Executive's  prior
written consent, of any one or more of the following:

                  (i) the  assignment to Executive of any duties which result in
         a material adverse change in Executive's  position  (including  status,
         offices,  titles, and reporting  requirements),  authority,  duties, or
         other  responsibilities  with the  Company,  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 Executive,

                  (ii) any  relocation  of  Executive of more than 35 miles from
         the place  where  Executive  was  located  at the time of the Change in
         Control, or

                  (iii) a material  reduction or elimination of any component of
         Executive's  rate of compensation,  including (x) Base Salary,  (y) the
         annual incentive payment or (z) benefits or perquisites which Executive
         was receiving immediately prior to a Change in Control.

         "including" means including without limitation.

         "IRS" means the Internal Revenue Service.

         "Qualifying Termination" means the occurrence of any one or more of the
following:

                                       -4-
<PAGE>

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

                  (ii) Executive's  voluntary termination of employment for Good
         Reason  within 30 days prior to a Change in Control or within 24 months
         following a Change in Control;

                  (iii) Executive's  voluntary  termination of employment at any
         time  (whether or not for Good Reason)  during the 30-day  period which
         begins on the first anniversary of a Change in Control; or

                  (iv) A successor of the Company fails to assume  expressly the
         Company's  entire  obligations  under this Agreement  prior to becoming
         such a successor as required by Section 4.1(b).

A  Qualifying  Termination  shall  not  include  a  termination  of  Executive's
employment by reason of death,  disability,  Executive's  voluntary  termination
other  than  for  Good  Reason  (except  as  provided  in  clause  (iii)  of the
immediately  preceding  sentence),  or the Company's  termination of Executive's
employment for Cause.

         "Section" shall, unless the context otherwise requires,  mean a section
of this Agreement.

         "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.

         "Voting Power" means the combined voting power of the  then-outstanding
securities  of a  corporation  entitled  to vote  generally  in the  election of
directors.

Section 2. Employment Termination

         2.1.  Benefits  Payable.  In  the  event  Executive  has  a  Qualifying
Termination,  the Company shall provide Executive all of the following severance
benefits ("Severance Benefits"):

         (a) The Company shall pay to Executive each of the following:

                  (i) The accrued  but unpaid  portion,  if any, of  Executive's
         Base Salary,  annual  incentive for the year prior to the year in which
         Executive's  Qualifying  Termination  occurred  (but  actually  earned,
         vacation  pay,  unreimbursed  business  expenses,  and all other  items
         earned by Executive on or before the date of the Qualifying Termination
         (in full satisfaction for these amounts owed to Executive).

                  (ii)  A pro-rated incentive equal to:

                           (x) Executive's full annual target incentive,

                                      -5-
<PAGE>

         multiplied by

                           (y) 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
                  Executive's  effective  date of  termination  occurs) prior to
                  Executive's effective date of termination, and the denominator
                  of which is 12.

                  (iii) Three times  Executive's  Base Salary in effect upon the
         date  of  the  Qualifying  Termination  or,  if  greater,  three  times
         Executive's Base Salary in effect  immediately  prior to the occurrence
         of the Change in Control.

                  (iv) Three times  Executive's  then-current  target  incentive
         opportunity  established  under the Company's annual incentive plan for
         the year in which the  Qualifying  Termination  occurs  (or, if no such
         incentive  opportunity  has yet been  established  for such year,  such
         incentive  opportunity  established for the immediately preceding year)
         or, if greater, three times Executive's target incentive opportunity in
         effect immediately prior to the occurrence of the Change in Control.

                  (v)  Payment or  reimbursement  (at  Executive's  option)  for
         outplacement  services,  of a scope and nature customary for executives
         holding  comparable  positions and provided by a  nationally-recognized
         outplacement firm of Executive's  selection,  for a period of up to two
         years  commencing on the date of  Executive's  Qualifying  Termination.
         Notwithstanding   the   foregoing,   the   aggregate   amount  of  such
         reimbursement shall not exceed 25% of Executive's Base Salary as of the
         date of the Qualifying Termination.

                  (vi) All other  compensation  and benefits to which  Executive
         has a vested right on the date of the Qualifying Termination, except to
         the extent Executive elects to receive payment of such  compensation at
         a later date.

         (b) The Company shall continue  Executive's health benefit coverage (at
the same cost to Executive,  and at the same coverage  level, as in effect as of
the  date of the  Qualifying  Termination)  for 36  months  from the date of the
Qualifying  Termination (the "Continuation  Period").  The required COBRA health
benefit  continuation  period  shall begin  concurrently  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 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. Executive
         shall from time to time promptly  provide the Board written notice,  in
         reasonable  detail, of the availability of health benefit coverage from
         a subsequent employer.

                                      -6-
<PAGE>

         (c) All of the Severance  Benefits described in Section 2.1(a) shall be
paid in cash to  Executive  in a single lump sum as soon as  possible  after the
effective date of the Qualifying  Termination (but in no event more than 10 days
after such  date),  except  that the  Severance  Benefits  described  in Section
2.1(a)(v) shall be paid or reimbursed to Executive promptly following submission
of an invoice of the firm providing the outplacement  services described in such
subsection.  Executive  shall not be obligated to seek other  employment or take
any other  action to  mitigate  the  amounts  payable  to  Executive  under this
Agreement.

         2.2.  Excise Tax Payment.  If any portion of the amounts  payable under
Section  2.1,  or  under  any  other  agreement  with,  or plan of the  Company,
including stock options,  restricted stock, or other long-term  incentives would
constitute an Excess Parachute Payment, such that an excise tax is payable under
Section 4999 of the Code in respect of such amounts,  then the Company shall pay
to Executive,  in cash,  an  additional  amount equal to such excise tax and any
interest or penalties incurred by Executive with respect thereto  (collectively,
"Excise Tax"), together with any federal and state income,  employment and other
excise  taxes  payable by Executive in respect of such payment (and to cover the
resulting  income,  employment,  and  other  excise  taxes  resulting  from each
successive  payment,  and so on as necessary to completely offset the Excise Tax
impact).  For this  purpose,  Executive  shall be  deemed to be  subject  to the
highest marginal rate of federal and state taxes.  This payment shall be made as
soon as possible following the date of Executive's Qualifying  Termination,  but
in no event later than 30 calendar days after such date.

         2.3. Subsequent  Recalculation of Excise Tax Payment.  (a) In the event
it is finally  determined by the IRS that the Excise Tax payable by Executive is
greater than the amount  computed  pursuant to Section  2.2,  the Company  shall
reimburse  Executive for any additional amount necessary to make Executive whole
(less any amounts  received by Executive that Executive  would not have received
had  the  computations  initially  been  computed  as  subsequently   adjusted),
including the value of any underpaid Excise Tax due to the IRS.

         (b) In the event it is  finally  determined  by the IRS that the Excise
Tax payable by  Executive is less than the amount  computed  pursuant to Section
2.2,  Executive shall promptly  reimburse the Company for any amounts  Executive
received pursuant to Section 2.2 in excess of the amount necessary to offset all
of the  Excise  Tax  impact,  including  the  value of any  excise,  income  and
employment  taxes. If Executive fails promptly to so reimburse the Company,  the
Company, in addition to any other remedies available to it, shall be entitled to
reduce the amount of any payments due Executive by the amount  required to be so
reimbursed.

         (c) 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 Tax payable by Executive, and the parties shall cooperate with each other
in resolving any issues thereon raised by the IRS.

Section 3. Term of Agreement

                                      -7-
<PAGE>

         The initial  term of this  Agreement  ("Initial  Term")  shall be until
December 31, 1998. The Initial Term shall automatically shall be extended for an
additional  three-year  term at the end of the Initial  Term,  and  successively
thereafter  for a  three-year  term after each such  additional  term (each,  an
"Additional  Term"),  unless the Company or Executive shall deliver to the other
party written notice of intent not to extend such this  Agreement,  delivered at
least six months before the end of the Initial Term or the Additional  Term then
in effect. In the event such notice 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 Term or Additional  Term then in
effect; provided, however, that if a Change in Control occurs during the Initial
Term or any Additional  Term,  then the term of this Agreement  shall not expire
before  the end of a  two-year  period  commencing  on the date of the Change in
Control.

Section 4. Assignment

         4.1.  Assignment by Company.  (a) 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
2 hereof.

         (b) 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.

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

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

Section 5.  Dispute Resolution and Notice

         5.1. Dispute Resolution.  (a) 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  arbitrators  sitting in a location  selected by Executive within 50 miles
from the location of Executive's  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.

                                      -8-
<PAGE>

         (b) All expenses of such litigation or  arbitration,  including but not
limited to the  reasonable  fees and  expenses of the legal  representative  for
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,   whether  or  not  the  Executive   prevails  in  such  litigation  or
arbitration.  The Company shall pay (or reimburse  Executive  for) such fees and
expenses on a monthly  basis within 10 days after  Executive's  submission  of a
written  request for payment or  reimbursement,  as  applicable,  together  with
reasonable evidence that the fees and expenses were incurred.  If Executive does
not prevail (after exhaustion of all available judicial or arbitral remedies, as
applicable), and a court of competent jurisdiction decides that Executive had no
reasonable basis for bringing an action or arbitration  hereunder or lacked good
faith in doing so, no further reimbursement for legal fees and expenses shall be
due to  Executive,  and  Executive  shall  repay  the  Company  for any  amounts
previously paid by it hereunder pursuant to this Section 5.1.

         5.2. Notice. Any notices or other  communications  provided for by this
Agreement  shall be sufficient if in writing and sent by registered or certified
mail to Executive at the last  address  Executive  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 6.  Miscellaneous

         6.1. Entire Agreement.  This Agreement  supersedes any prior agreements
or  understandings,  oral or written,  between  Executive and the Company,  with
respect to the subject matter hereof and constitutes the entire agreement of the
parties with respect thereto. The captions of this Agreement are not part of the
provisions hereof and shall be of no effect.

         6.2.  Modification.  This Agreement may not be terminated or in any way
amended except by a written agreement executed by the Company and Executive.

         6.3.  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.

         6.4.  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.

         6.5. 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.

                                      -9-
<PAGE>

         6.6.  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,  without  reference to principles of conflict
of laws.

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


ATTEST                               360 COMMUNICATIONS COMPANY



By:                                  By:
         Kevin C. Gallagher                Dennis E. Foster
         Corporate Secretary               President and Chief Executive Officer




                                     EXECUTIVE:



                                      1

                                      -10-