First Amendment to Employment Agreement for Dennis E. Foster


         This First  Amendment to Employment  Agreement  ("Amendment")  is made,
entered into,  and is effective as of this 10th day of December,  1997,  between
360 Communications  Company, a Delaware corporation (the "Company"),  and Dennis
E. Foster ("Executive").

         WHEREAS,  the Company and  Executive  have  entered  into that  certain
Employment Agreement dated March 9, 1996 (the "Agreement"); and

         WHEREAS,  the Company and Executive have reached  agreement  concerning
the  modification  of certain  terms and  conditions  of  Executive's  continued
employment and wish to formalize that agreement;

         NOW  THEREFORE,  in  consideration  of the  foregoing and of the mutual
covenants  and  agreements  of the parties set forth in this  Amendment,  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:


                                       I.

         Section  6.5 of the  Agreement  is amended by (A)  deleting  the second
sentence of the first  paragraph of such Section,  (B) deleting from clause (ii)
of the second paragraph of such Section the phrase "and which act or inaction is
not remedied within fifteen (15) business days of Executive's receipt of written
notice from the Company which  describes the act or inaction",  and (C) adding a
new final paragraph to such Section to read as follows:

                  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;


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                           (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.


                                       II.

         Section 7.4 of the Agreement is amended by (A) deleting from clause (c)
of the first paragraph of such Section the following phrase:

          ; 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

(B)  deleting  from the second  paragraph  of such  Section  all  references  to
"Section  16  Person"  and  substituting  therefor  the word  "person",  and (C)
deleting from the third  paragraph of such Section the definition of "Section 16
Person."


                                      III.

         Section 9.1 of the Agreement is amended by adding the following  before
the period at the end of the third paragraph of such Section:

                                       -2-
<PAGE>

         , whether or not 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 9.1.


                                       V.

         Except as  amended  herein,  the  Agreement  remains  in full force and
effect.


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


ATTEST:                                360 COMMUNICATIONS COMPANY


By:                                    By:
         Corporate Secretary              Chairman of the Board of Directors



                                       EXECUTIVE:


                                       Dennis E. Foster