360 COMMUNICATIONS COMPANY
                              AMENDED AND RESTATED
                 DIRECTOR EQUITY AND DEFERRED COMPENSATION PLAN


         The  360   Communications   Company   Director   Equity  And   Deferred
Compensation  Plan, as established  by 360  Communications  Company,  a Delaware
corporation  (the  "Company"),  effective  as of March 7, 1996,  as amended  and
restated effective as of January 1, 1997, is hereby further amended and restated
as set forth below.

                                   1. PURPOSES


         The  purposes of the Plan (as defined  below) are to enable the Company
to attract,  retain and  motivate  the  best-qualified  directors,  to enhance a
long-term  mutuality of interest  between the directors and  shareowners  of the
Company by providing  them with  ownership  interest under the Plan and granting
them options to purchase the Company's Common Stock, and to provide directors an
opportunity to defer the receipt of certain director's fees.


                                 2. DEFINITIONS

         Unless the context requires  otherwise,  the following words as used in
the Plan shall have the meanings specified below:

         (a) "Annual  Meeting" shall an annual meeting of the shareowners of the
Company.

         (b) "Award" means any Options or Restricted Stock Award.

         (c)  "Beneficiary"  means  the  person  or  persons  who under the Plan
becomes  entitled  to  receive  a  Participant's  interest  in the  event of the
Participant's  death and who has been  designated as such by a Participant  in a
written notice  received by the Vice  President,  Human Resources of the Company
before such Participant's death.

         (d) "Board" means the Board of Directors of the Company.

         (e) "Annual Retainer" means the aggregate amount of any annual retainer
fees that are payable from time to time by the Company to a Participant  in cash
or as a  Restricted  Share Award  (valued as  provided in Section  6(a)) for any
services  to be  performed  by the  Participant  as a member of the Board or any
committee  thereof,  but excludes any meeting fees for attending meetings of the
Board or a Board committee.

         (f) "Chairman of the Board" means a Participant  who serves as chairman
of the Board.

         (g) "Chairman's Grant" -- see Section 6(b).

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         (h) "Chairman's  Retainer"  means the aggregate  amount of any retainer
fees that are payable  from time to time by the  Company to the  Chairman of the
Board in cash or as a  Restricted  Share  Award  (valued as  provided in Section
6(b)) for any  services  to be  performed  as the  Chairman  of the  Board,  but
excludes any meeting fees for attending meetings of the Board.

         (i) "Change of Control" means 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  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  Exchange  Act) of 30% or more of the  then-outstanding  Common
Stock or 30% or more of the Voting Power of the Company; provided, however, that
no Change of 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 and  Voting  Power of the
Company   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)  approval by the  shareowners  of the Company of (A) a merger,
reorganization or consolidation  ("Extraordinary  Transaction")  with respect to
which persons who were the respective  beneficial owners of the Common Stock and
the  Voting  Power  of  the  Company   immediately   before  such  Extraordinary
Transaction would not, if such Extraordinary  Transaction were to be consummated
immediately after such shareowner approval (but otherwise in accordance with the
terms  presented  in  writing  to the  shareowners  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
shareowner approval,  of the  then-outstanding  Common Stock and Voting Power of
the Company,  (B) a liquidation or dissolution of the Company or (C) 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.

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

         (k) "Common  Stock" means the common  stock of the  Company,  par value
             $0.01.

         (l) "Company" means 360 Communications Company, a Delaware corporation.
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         (m) "Deferral Notice" -- see Section 7(a).

         (n) "Deferred  Compensation Account" means the account(s) maintained on
the books of the Company for each Participant.

         (o)  "Determination  Date"  means  the date on which  the  amount  of a
Participant's Deferred Compensation Account is determined as provided in Section
8 hereof. Each business day shall be a Determination Date.

         (p)  "Disability"  means a mental or physical  condition  which, in the
judgment  of the  Board,  renders a  Participant  unable to carry out his or her
responsibilities  as a director of the Company,  and which condition is expected
to be permanent or for an indefinite duration exceeding one year.

         (q) "Effective Date" means March 7, 1996.

         (r)  "Employee  Deferral  Plan"  means  the  360Communications  Company
Deferred Compensation Plan.

         (s)  "Exchange  Act"  means the  Securities  Exchange  Act of 1934,  as
amended.

         (t) "Fair  Market  Value" as of any date means the  closing  price of a
Share on such date (or, if no sale of Shares was reported for such date,  on the
next  preceding  date on which a sale of Shares was reported) as reported in the
principal  consolidated  transaction  reporting  system  for the New York  Stock
Exchange (or, if the Common Stock is not listed on the New York Stock  Exchange,
on such other  national  exchange  or the  over-the-counter  market on which the
Common Stock is principally traded);  provided that if such Fair Market Value as
of any date cannot be so determined,  such Fair Market Value shall be determined
by the Board by  whatever  means or method as it, in the good faith  exercise of
its discretion, shall at such time deem appropriate.

         (u) "Immediate Family" -- see Section 8(a).

         (v) "including" means including without limitation.

         (w) "Initial Option" -- see Section 5(a).

         (x) "Minimum  Consideration"  means $.01 per Share or such other amount
that is from time to time  considered  to be capital for purposes of Section 154
of the Delaware General Corporation Law.

         (y)  "Option"  means the right to  purchase  one Share at a  prescribed
purchase price on the terms specified in Section 5 of the Plan. An Option can be
either an Initial Option or a Subsequent Option.  Options are nonstatutory stock
options not intended to qualify under Section 422 of the Code.

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<PAGE>

         (z) "Participant"  means, as of any date, a person who, at the close of
business on such date, is director of the Company, but is not an employee of the
Company or any Subsidiary.

         (aa) "Participant's Grant" -- see Section 6(a).

         (bb) "Permissible Transferee" -- see Section 8(a).

         (cc) "Plan" means the 360  Communications  Company Amended and Restated
Director Equity and Deferred  Compensation  Plan, as set forth herein and as may
be amended from time to time.

         (dd) "Restricted  Stock Award" means a grant of Shares to a Participant
pursuant to Section  6(a) or 6(b) and subject to the  restrictions  specified in
Section 6.

         (ee) "Securities Act" means the Securities Act of 1933, as amended.

         (ff) "Share" means a share of Common Stock.

         (gg) "Stock Units" -- see Section 7(c).

         (hh) "Subsequent Option" -- see Section 5(b).

         (ii)  "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.

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

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<PAGE>

                                3. ADMINISTRATION

         (a) Rules; Interpretation; Determinations. Subject to the provisions of
the Plan,  the Board has full authority to interpret and administer the Plan, to
establish, amend and rescind rules for carrying out the Plan, to construe option
agreements  and to make all other  determinations  and to take all other actions
that it deems  necessary  or desirable  for  administering  the Plan;  provided,
however,  that  no  such  interpretation,  rule or  determination  shall  change
criteria  for the  determination  of  Participants  in the Plan,  the  amount or
frequency of any Award that may be granted under the Plan (except for changes in
the amount of  Restricted  Stock  Awards that result  solely from changes in the
amount of the Annual  Retainer or the  Chairman's  Retainer),  or the terms upon
which,  or the times at which,  or the  periods  within  which,  Options  may be
exercised or the restrictions  applicable to a Restricted Stock Award may lapse.
Each  determination,  interpretation  or other action made or taken by the Board
shall be final and binding for all purposes and upon all persons.  The Board may
delegate any or all of its powers and  functions  under the Plan (other than the
power to amend the Plan pursuant to Section 9(b)) to a committee of the Board.

         (b)  Agents;  Expenses.  The  Board  may  appoint  agents  (who  may be
employees of the Company) to assist in the  administration  of the Plan, and may
authorize such persons to execute  agreements or other  documents on its behalf.
The Board may employ such legal counsel,  consultants  and agents as it may deem
desirable  for the  administration  of the Plan,  and may rely upon any  opinion
received from any such counsel or consultant and any  computation  received from
any such consultant or agent. All expenses incurred in the administration of the
Plan, including for the engagement of any counsel, consultant or agent, shall be
paid by the Company.

         (c)  No  Liability.  No  director  or  former  director  or  any  agent
designated  pursuant  to  Section  3(b)  shall  be  liable  for  any  action  or
determination made in good faith with respect to the Plan or any Award.


                    4. SHARES; ADJUSTMENT UPON CERTAIN EVENTS

         (a)  Shares.  Shares  to be  issued  or  delivered  under  the Plan may
consist,  in whole or in part,  of treasury  shares or  authorized  but unissued
Shares not reserved for any other purpose.  The aggregate  number of Shares that
may be issued  under the Plan shall not exceed  400,000,  except as  provided in
this Section.  If all or any portion of any Award is for any reason  canceled or
forfeited  or, in the case of Options,  expires or terminates  unexercised,  the
Shares  covered by the portion of such Award that is canceled  or  forfeited  or
expires or terminates, as applicable,  shall again be available for the grant of
additional Awards.

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         (b) Certain  Adjustments.  In the event of any stock  dividend or stock
split,   recapitalization,   merger,   consolidation,   combination,   spin-off,
distribution  of assets to  shareowners  (other than ordinary  cash  dividends),
exchange  of  shares,  or  other  similar  corporate  change,  the  Board  shall
appropriately  adjust (i) the  aggregate  number of Shares  available for Awards
under Section 4(a), (ii) the number of Shares to be subject to subsequent grants
of Initial Options and Subsequent Options,  and (iii) to the extent necessary to
preserve the economic value of unexercised Options, the number of Shares subject
to  outstanding  Options  and  the  respective  exercise  prices  applicable  to
outstanding Options. The Board's determination shall be conclusive.


                               5. TERMS OF OPTIONS

         (a) Initial Grant. Each Participant  shall  automatically be granted an
initial Option (the "Initial  Option") to purchase 9,000 Shares on the date such
Participant first becomes a Participant or, if later, the Effective Date.

         (b) Subsequent Grants.  Each Participant shall automatically be granted
an Option (a  "Subsequent  Option") to purchase  3,000 Shares as of the close of
business on the date of each Annual  Meeting,  commencing  with the third Annual
Meeting held after such Participant first becomes a Participant.

         (c) Option  Agreement.  Options shall be evidenced by a written  option
agreement between the Company and the Participant embodying the following terms:

         (i) Exercise Price.  The purchase price per Share of an Option shall be
100% of the Fair Market Value of a Share on the date such Option is granted.

         (ii)  Exercisability.  Each Initial Option shall become  exercisable in
three  installments  of 33-1/3% each, with the first such  installment  becoming
exercisable  on or after  December 31 in the  calendar  year  during  which such
Initial  Option is granted and another  installment  becoming  exercisable on or
after  each  subsequent   December  31.  Each  Subsequent  Option  shall  become
exercisable  in four  annual  installments  of 25%  each,  with the  first  such
installment  becoming  exercisable  on December 31 in the  calendar  year during
which such Subsequent Option is granted and an additional  installment  becoming
exercisable   on   December   31  of  each  of  the  three   subsequent   years.
Notwithstanding  the  foregoing,  all Options  shall  immediately  become  fully
exercisable in the event of a Change of Control.

         (iii)  Expiration.  Each  Option  shall  expire  upon the tenth  (10th)
anniversary  of the date of the grant  thereof.  Options may be  exercised  only
during the  continuance  of that  Participant's  service  as a  director  of the
Company;  provided that if a Participant shall cease to be a director on account
of Disability, death, resignation, failure to stand for reelection or failure to
be  reelected,  such  Participant  or, in the case of death,  the  Participant's

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<PAGE>

estate or  Beneficiary,  may  exercise  an Option (to the extent such Option was
exercisable on the date the Participant  ceased to be a director of the Company)
until the earlier of (A) one year from the date the  Participant  ceased to be a
director  and (B) the  tenth  (10th)  anniversary  of the  date the  Option  was
granted.

         (d) Procedure for Exercise.  A Participant  electing to exercise one or
more Options  shall give written  notice to the Secretary of the Company (or his
or her  designee)  of such  election  and of the  number of Shares he or she has
elected to purchase.  Shares purchased pursuant to the exercise of Options shall
be paid for at the time of  exercise  in cash,  by  delivery  to the  Company of
unencumbered  Shares owned by the  Participant  for at least six months (or such
longer  period as is  required by  applicable  accounting  standards  to avoid a
charge to the Company's earnings),  or by a combination thereof. Upon receipt of
such  payment,  the  Company  shall  deliver  to  the  Participant  as  soon  as
practicable a certificate or certificates  for the Shares  purchased in the name
of the Participant.


                          6. TERMS OF RESTRICTED STOCK

         (a)  Grants  to  All  Participants.  Each  Participant,  including  the
Chairman of the Board,  shall  automatically be granted a Restricted Stock Award
(a "Participant's  Grant") (i) on the date he or she first becomes a Participant
or, if later,  the Effective  Date,  and (ii) as of the close of business on the
date of each  Annual  Meeting;  provided,  however,  that no  Participant  shall
receive more than one  Participant's  Grant during any calendar year. The number
of Shares  included  in any  Participant's  Grant  shall equal 50% of the Annual
Retainer in effect on the date of such  Participant's  Grant divided by the Fair
Market Value of a Share on such date.

         (b)  Additional  Grants to the  Chairman  of the Board.  In addition to
Participant's  Grants  pursuant to Section 6(a), the Chairman of the Board shall
automatically be granted a Restricted Stock Award (a "Chairman's  Grant") (i) on
the date he or she first  becomes  Chairman  of the  Board  or,  if  later,  the
Effective  Date, and (ii) as of the close of business on the date of each Annual
Meeting;  provided,  however,  that no Chairman of the Board shall  receive more
than one  Chairman's  Grant  during  any  calendar  year.  The  number of Shares
included in any Chairman's  Grant shall equal 25% of the Chairman's  Retainer in
effect on the date of such Chairman's  Grant divided by the Fair Market Value of
a Share on such date.

         (c) Payment of Minimum Consideration; No Fractional Shares. Except with
respect to a Restricted Stock Award granted in the form of treasury shares,  for
which no payment is to be required, each Participant shall pay to the Company an
amount in cash equal to the Minimum  Consideration  for each Share  underlying a
Restricted  Stock Award.  Such payment shall be made in full by the  Participant
before the  delivery of such Shares and in any event no later than 30 days after
the grant of such Restricted  Stock Award. No fractional  Shares shall be issued
in connection with any Restricted Stock Award. Whenever a fractional Share would

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<PAGE>

otherwise be required to be issued,  an amount in lieu thereof  shall be paid in
cash based upon the Fair Market Value of such fractional Share.

         (d)  Restrictions.  Except as  otherwise  provided in the Plan,  Shares
received  pursuant  to a  Restricted  Stock  Award  may not be  sold,  assigned,
pledged,  or otherwise  transferred  until the  restrictions  applicable to such
Stock have lapsed pursuant to Section 6(e).

         (e) Lapse of Restrictions. All restrictions on a Restricted Stock Award
shall lapse  immediately  before the  commencement  of the first Annual  Meeting
following the grant of the Restricted Stock Award or, if sooner,  the earlier of
(i) a Change of Control or (ii) the effective  date of any mandatory  retirement
pursuant  to a  mandatory  retirement  policy  applicable  to all members of the
Board.

         (f) Termination.  If, for any reason other than the Participant's death
or  Disability,  a  Participant's  service as a director  terminates at any time
before the  restrictions  applicable  to a  Restricted  Stock  Award have lapsed
pursuant to Section 6(e), then such Restricted Stock Award shall be forfeited in
its entirety.  If a Participant's  service as a director terminates by reason of
the death or Disability of such Participant, then all restrictions applicable to
any Restricted Stock Award held by such Director shall immediately lapse.

         (g) Rights as a  Shareowner.  Subject to the  provisions of the Plan, a
Restricted  Stock Award shall entitle the grantee  thereof to all of the voting,
dividend,  liquidation and other rights of a holder of Common Stock with respect
to the Shares subject to such Restricted Stock Award.

         (h) Stock Certificate  Legend.  The Company shall place a legend on the
certificates  for the Shares  issued  pursuant  to each  Restricted  Stock Award
referring to the restrictions imposed in the Plan.

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<PAGE>
                        7. DEFERRED COMPENSATION PROGRAM

         (a) Deferral  Election.  On or before  December 31 of any calendar year
ending on or before  December 31, 2005, a Participant may elect to defer receipt
of all or any specified portion, in multiples of 10%, of the cash portion of any
Annual Retainer or Chairman's Retainer, as applicable, payable in respect of the
calendar year  following  the year in which such  election is made,  and to have
such amounts credited to such Participant's  Deferred  Compensation Account. Any
person who shall become a Participant  during any calendar  year may elect,  not
later  than the 30th day after his or her term as a  director  begins,  to defer
payment  of all or any  portion of his or her Annual  Retainer  payable  for the
portion of such  calendar year  following  such  election.  Any person who shall
become Chairman of the Board during any calendar year may elect,  not later than
the 30th day after his or her term as  Chairman  of the Board  begins,  to defer
payment of all or any portion of his or her Chairman's  Retainer payable for the
portion of such calendar year following such election.

         (b) Form and Duration of Deferral  Election.  A deferral election shall
be made by written notice (a "Deferral  Notice") filed with the Vice  President,
Human Resources,  of the Company.  Such Deferral Notice shall continue in effect
(including with respect to the Annual Retainer and Chairman's Retainer,  if any,
payable for subsequent  calendar years) unless and until the Participant revokes
or  modifies  such  election  by  filing  a new  Deferral  Notice  with the Vice
President,  Human Resources of the Company.  Any such revocation or modification
of a Deferral  Notice shall become  effective as of the end of the calendar year
in which such notice is given and only with  respect to the Annual  Retainer and
Chairman's Retainer,  if any, payable for services rendered thereafter.  Amounts
credited  to  the  Participant's  Deferred  Compensation  Account  prior  to the
effective date of any such revocation or modification of a Deferral Notice shall
not be affected by such revocation or modification and shall be distributed only
in accordance with the otherwise applicable terms of the Plan. A Participant who
has revoked an election to  participate  in the Plan may file a new  election to
defer the Annual Retainer or Chairman's  Retainer,  if any, payable for services
to be  rendered  in the  calendar  year  following  the year in  which  such new
election is filed.

         (c)  Determination  of Value of Account.  The value of a  Participant's
Deferred  Compensation  Account as of any date shall consist of the value of the
Participant's  Deferred  Compensation  Account as of the  immediately  preceding
Determination  Date, plus the Participant's  deferrals  pursuant to Section 7(a)
since the immediately preceding Determination Date, reduced by the amount of all
distributions,  if any, made from such Deferred  Compensation  Account since the
preceding  Determination  Date,  and  adjusted  for the  appropriate  investment
earnings  and gains  and/or  losses and  expenses  pursuant to this Section 7(c)
since the  preceding  Determination  Date.  Adjustments  for  earnings and gains
and/or losses and expenses shall be made after the Deferred Compensation Account
has been adjusted for any additions or  distributions to be credited or deducted
since the preceding Determination Date.

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<PAGE>

         (d)  Deferred   Compensation   Account  Investment  Options.   Deferred
Compensation  Accounts may be deemed invested in one or more investment  options
which  may  from  time to time be  available  to  participants  in the  Employee
Deferral Plan. A Participant  (or Beneficiary of a deceased  Participant)  shall
allocate his or her Deferred  Compensation  Account among the deemed  investment
options (in 5% increments,  with a minimum of 10% in any  investment  option) by
filing with the Vice President,  Human  Resources,  of the Company an investment
allocation  election.  As of January 1, 1997, the following  phantom  investment
options are available:

         (i)   Small Cap Equity Option.

         (ii)  Large Cap Equity Option.

         (iii) Prime Interest Rate Option. The monthly interest rate established
               for this fund shall be the quotient  obtained by dividing (i) the
               prime rate as in effect on the first business day of the relevant
               calendar  month as reported in The Wall Street  Journal  ("annual
               rate") by (ii) 12.  Interest  under this option shall be credited
               daily and compounded  monthly as of the last business day of each
               month.

         (iv)  International Equity Option.

         (v)   Intermediate Bond Option.

         (vi)  360(0) Communications  Common Stock Units Option.  Amounts deemed
               invested in the 360  Communications  Common  Stock  Units  Option
               shall initially be deemed invested in a number of notional Shares
               (the  "Stock  Units")  equal to the  quotient  of (i) the  amount
               deemed invested divided by (ii) the Fair Market Value on the date
               the amount is deemed so invested. Fractional Stock Units shall be
               credited, but shall be rounded to the nearest one-hundredth, with
               amounts equal to or greater than .005 rounded up and amounts less
               than  .005  rounded  down.  Whenever  a  dividend  (other  than a
               dividend  payable in the form of Shares) is declared with respect
               to the outstanding  Shares, the number of Stock Units credited to
               the  Participant  shall be increased by the number of Stock Units
               determined by dividing (i) the product of (A) the number of Stock
               Units credited to the  Participant  under the Plan on the related
               dividend  record  date and (B) the  amount  of any cash  dividend
               declared  by the  Company  on a  Share  (or,  in the  case of any
               dividend  distributable  in property  other than Shares,  the per
               share value of such  dividend,  as  determined by the Company for
               purposes of income tax  reporting)  by (ii) the Fair Market Value
               on the related dividend payment date. In the case of any dividend
               declared  on  Shares  which is  payable  in  Shares,  the  amount
               credited   to  a   Participant's   deemed   investment   in   the
               360Communications Common Stock Units Option shall be increased by
               the number of Stock  Units equal to the product of (i) the number

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               of Stock Units credited to the Participant  under the Plan on the
               related  dividend  record  date  and (ii) the  number  of  Shares
               (including any fraction thereof) distributable as a dividend on a
               Share.  In the  event  of any  change  in the  number  or kind of
               outstanding   Shares   by   reason   of   any   recapitalization,
               reorganization, merger, consolidation, stock split or any similar
               change  affecting  the  Shares,  other than a stock  dividend  as
               provided above, the Company shall make an appropriate  adjustment
               in the number of Stock Units credited to the Participant.

         Any such investment  allocation election shall be made initially in the
         Deferral  Notice  and shall be  subject  to such rules as the Board may
         prescribe,  including,  without limitation, rules concerning the manner
         of making investment  allocation elections and the frequency and timing
         of changing such investment allocation elections.

               The Company shall change, add or eliminate the investment options
         provided hereunder from time to time to conform to those then available
         under the Employee  Deferral Plan. Each investment  option,  other than
         the Prime Interest Rate Option and the 360 Communications  Common Stock
         Units  Option,  shall  reflect the  investment  performance  (including
         deemed  reinvestment of interest,  dividends and other distributions of
         the same mutual fund, investment index, or phantom portfolio as is then
         being  utilized for  purposes of the  corresponding  investment  option
         under the  Employee  Deferral  Plan.  The Company  may, but is under no
         obligation to acquire any  investment or otherwise set aside assets for
         the deemed investment of Deferred Compensation Accounts hereunder.  The
         Company  shall  determine  the amount and rate of  investment  gains or
         losses with respect to any such investment  option for any period,  and
         may take into account deemed expenses which would be incurred if actual
         investments were made.

         (e) Change of Investment Election.  Effective as of any March 1, May 1,
August 1, November 1 (or if the New York Stock  Exchange is not open for trading
on such day, the close of the last  business day of the prior month on which the
New York  Stock  Exchange  was open for  trading) a  Participant  may elect by a
written notice  delivered to the Vice  President,  Human Resources no later than
the 15th day of the prior calendar  month, to transfer all or any portion of his
or her  deemed  investment  and/or  change the manner in which his or her future
deferrals  are deemed  invested  among the  then-available  investment  options,
except that any  transfer to or from the 360  Communications  Common Stock Units
Option is subject to the prior approval of the General Counsel of the Company.

         (f) Vesting of Deferred  Compensation  Accounts. A Participant shall be
100%  vested in the value of his or her  Deferred  Compensation  Account  at all
times.

         (g) Distribution  Elections. At the time a Participant makes a deferral
election  pursuant to Section 7(a),  the  Participant  shall also include in the
Deferral Notice a written election (a  "Distribution  Election") with respect to
the following:

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               (i) whether the distribution to such  Participant  shall commence
(A) on the first business day of any calendar year specified by the Participant,
(B) immediately  following the date the Participant ceases to be a director,  or
(C) on the first  business day of any calendar year  following the calendar year
in which the Participant ceases to be a director;  provided,  that the amount of
any  distribution  pursuant to clause (A) of this  Section  7(g)(i)  that occurs
prior to the termination of the  Participant's  service as a member of the Board
shall not exceed the aggregate amount of the  Participant's  deferrals under the
Plan  (without  taking into account any deemed  earnings,  interest or dividends
thereon) and the balance,  if any, of such Participant's  Deferred  Compensation
Account shall be distributed as soon as  practicable  after such  termination of
the Participant's service; and

               (ii) whether such  distribution  shall be in one lump sum payment
or in such number of annual  installments (not to exceed ten) as the Participant
may designate.

The Distribution  Election may be modified in accordance with the procedures set
forth in Section 7(b);  provided that any such  modification  shall be effective
with respect to only  distributions  relating to deferrals of Annual Retainer or
Chairman's Retainer for services rendered in the year or years after the year in
which the Distribution Election is modified.

         (h)  Manner  of Plan  Distributions.  Each  distribution  to or for the
account of a Participant from the Deferred Compensation Account shall be made in
accordance with the Distribution Election made by such Participant in accordance
with  Section  7(g)  and  shall be paid in cash;  provided,  however,  that if a
Participant elected a distribution in accordance with Section 7(g)(i)(A) and the
year of such  Participant's  termination of service on the Board occurs prior to
the year  designated  pursuant to Section  7(g)(i)(A),  the entire  value of the
Participant's  Deferred Compensation Account shall be distributed in the year of
such  termination  of  service.  If  a  Participant  has  failed  to  specify  a
commencement  date for a  distribution  in accordance  with Section  7(g),  such
distribution  shall  commence on the first  business  day of the  calendar  year
immediately following the year in which the Participant ceases to be a director.
If a Participant  has failed to specify in  accordance  with Section 7(g) that a
distribution  shall be made in a lump-sum  payment or a number of  installments,
such  distribution  shall  be made in a  lump-sum  payment.  In the  case of any
distribution being made in annual installments, each installment after the first
installment shall be paid on the first business day of each subsequent  calendar
year until the entire amount subject to such installment  Distribution  Election
shall have been paid.


                          8. TRANSFERABILITY OF AWARDS

         (a) No Award shall be transferable by the Participant otherwise than by
will or under the  applicable  laws of descent and  distribution,  except that a
Participant  may, in a manner specified by the Board, (i) designate in writing a
beneficiary to exercise an Option after the  Participant's  death, (ii) transfer
an Option to a revocable  inter vivos trust as to which the  Participant is both

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the  settlor  and  trustee or  co-trustee,  or (iii)  transfer  an Option for no
consideration to a Permissible  Transferee.  The term  "Permissible  Transferee"
means any member of the Immediate Family of the Participant,  any trust of which
all of the  primary  beneficiaries  are  members  of the  Immediate  Family of a
Participant (a "Family Trust"),  or any partnership of which all of the partners
are members of the  Immediate  Family of a  Participant  or Family  Trusts.  The
written  instrument  to  be  used  in  connection  with  any  such  transfer  or
beneficiary designation shall be subject to the prior approval of the Board. The
term "Immediate Family" means a Participant's  spouse,  children,  stepchildren,
grandchildren, parents, stepparents, siblings, grandparents nieces and nephews.

         (b) Following  the transfer of an Option to a  Permissible  Transferee,
the Permissible  Transferee  shall have all of the rights and obligations of the
Participant to whom the Option was granted and such Participant shall not retain
any rights with respect to the transferred  option,  except that (i) the payment
of any  tax  attributable  to  the  exercise  of the  Option  shall  remain  the
obligation of the  Participant and (ii) the period during which the Option shall
become  exercisable  under Section 5(c)(ii) and shall remain  exercisable  under
Section 5(c)(iii) shall depend on the duration of the Participant's service as a
director.

         (c) No Award  shall be  assigned,  negotiated,  or  pledged  in any way
(whether by operation of law or otherwise)  except as permitted by Section 8(a),
and no Award shall be subject to execution, attachment or similar process.


                   9. EFFECTIVENESS, TERMINATION AND AMENDMENT

         (a) The Plan shall  become  effective on the  Effective  Date and shall
terminate  at the  close  of  business  of  December  31,  2005,  unless  sooner
terminated pursuant to paragraph (b) below;  provided that amounts elected prior
to December 31, 2005 to be deferred  shall continue to be deferred in accordance
with the terms of the  Plan.  No Award  shall be  granted  under the Plan  after
December  31, 2005,  provided  that all Options  granted  before such date shall
remain  outstanding in accordance  with the terms of the Plan and all Restricted
Stock Awards then outstanding shall remain subject to Section 6.

         (b) The Board at any time or from  time to time may amend or  terminate
the Plan without the approval of the  shareowners of the Company;  provided that
(i)  any  amendment  of  the  Plan  shall  be  subject  to the  approval  of the
shareowners  of the  Company to the extent that such  approval is then  required
under the listing  requirements  of any securities  exchange on which the Common
Stock is then listed and (ii) no  termination,  amendment or modification of the
Plan  may,  without  the  consent  of  a  Participant,  impair  the  rights  and
obligations of such Participant arising under any then-outstanding Award.

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                             10. GENERAL PROVISIONS

         (a) No Right to Remain as a Director.  The  existence of Plan shall not
obligate  the  Company to retain  any  Participant  as a  director  nor shall it
obligate any Participant to remain as a director of the Company;  provided that,
by accepting any Award, a Participant  shall represent to the Company that it is
the Participant's good faith intention to continue to serve as a director of the
Company until the next Annual Meeting.

         (b) Investment  Representation;  Registration.  If the Board determines
that the law so  requires,  the holder of Options or a  Restricted  Stock  Award
shall,  upon any  exercise of the Options or the grant of the  Restricted  Stock
Award, as applicable, execute and deliver to the Company a written statement, in
form satisfactory to the Company,  representing and warranting that he or she is
purchasing  or accepting the Shares then acquired for his or her own account and
not with a view to the resale or distribution thereof, that any subsequent offer
for sale or sale of any such  Shares  shall be made  either  pursuant  to (i) an
effective  registration statement under the Securities Act, or (ii) an exemption
from the  registration  requirements  of such Act,  as  provided  in a favorable
written opinion from counsel  approved by the Company as to the  availability of
such exemption.

         (c) No Right to Specific Assets.  Nothing  contained in the Plan and no
action  taken  pursuant  to the Plan  (including  the grant of any Award)  shall
create a trust of any kind or any fiduciary relationship between the Company and
any Participant, the executor, administrator or other personal representative or
Beneficiary of such Participant,  or any other persons; provided,  however, that
the Company may at any time  establish one or more trusts to pay benefits  under
the Plan; provided, further, that to the extent that payments are made from such
trust,  such payments will satisfy the Company's  obligations under the Plan. To
the extent that any Participant or his or her executor,  administrator, or other
personal  representative,  as the case may be,  acquires a right to receive  any
payment  from the Company  pursuant to the Plan,  such right shall be no greater
than the right of an unsecured general creditor of the Company.

         (d) Rights as a  Shareowner.  A  Participant  shall have no rights as a
shareowner of the Company with respect to any Shares  covered by an Option until
he or she shall have exercised such Option.

         (e) Non-Exclusivity. The adoption of the Plan shall not limit the power
of the Board to adopt any other  incentive  arrangements  it may deem  desirable
otherwise than under the Plan.

         (f) Legends.  Certificates  for Shares issued upon pursuant to the Plan
shall bear such legend or legends as the Company, in its discretion,  determines
to be  necessary  or  appropriate  to prevent a  violation  of, or to perfect an
exemption from, the registration requirements of the Securities Act.

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<PAGE>

         (g) Necessary  Approvals.  If at any time the Board shall  determine in
its discretion  that the listing,  registration or  qualification  of the Shares
covered by the Plan upon any national  securities exchange or under any state or
federal law, or the consent or approval of any governmental  regulatory body, is
necessary or desirable as a condition  of, or in  connection  with,  the sale of
Shares  under the Plan,  no  Shares  will be  delivered  unless  and until  such
listing,  registration,  qualification,  consent  or  approval  shall  have been
effected or obtained,  or otherwise  provided  for, free of any  conditions  not
acceptable to the Board.

         (h)  Withholding  Taxes.  The Company shall have the right to make such
provisions as it deems  necessary or appropriate  to satisfy any  obligations it
may have to withhold federal, state or local income or other taxes in connection
with the  exercise  of any  Option or the  grant  of,  or lapse of  restrictions
applicable to, any Restricted  Stock Award.  In lieu thereof,  the Company shall
have the right to  withhold  the amount of such taxes from any other sums due or
to become due from the Company to the Participant upon such terms and conditions
as the Board may prescribe.

         (i)  Severability.  If any part f the Plan is  declared by any court or
governmental   authority  to  be  unlawful  or  invalid,  such  unlawfulness  or
invalidity  shall not invalidate any other part of the Plan. Any Section or part
of a Section so  declared  to be  unlawful or invalid  shall,  if  possible,  be
construed  in a manner  which will give  effect to the terms of such  Section or
part of a Section to the fullest  extent  possible  while  remaining  lawful and
valid.

         (j)  Headings  and  Captions.  The  headings  and  captions  herein are
provided for reference and convenience only, shall not be considered part of the
Plan, and shall not be employed in the construction of the Plan.

         (k) Controlling Law. The Plan shall be construed and enforced according
to the laws of the State of Delaware,  excluding the conflict of laws principles
thereof.


360  COMMUNICATIONS  COMPANY

Signed:  /s/ Debra L. Ferrari                               Dated:  ____________
         Debra L. Ferrari

Title:   Vice President - Human Resources

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