<Page>

                                                                    Exhibit 10.1


                                                                  EXECUTION COPY





                              TRANSACTION AGREEMENT



                                   dated as of

                                December 18, 2001



                                      among

                        PRICE COMMUNICATIONS CORPORATION,

                       PRICE COMMUNICATIONS CELLULAR INC.,

                  PRICE COMMUNICATIONS CELLULAR HOLDINGS, INC.,

                      PRICE COMMUNICATIONS WIRELESS, INC.,

                               CELLCO PARTNERSHIP

                                       and

                         VERIZON WIRELESS OF THE EAST LP








<Page>



                                             TABLE OF CONTENTS

                                          ----------------------

<Table>
<Caption>
                                                                                                      PAGE
                                                                                                      ----
<S>            <C>                                                                                    <C>
ARTICLE 1
---------
     DEFINITIONS
     -----------
SECTION 1.01.  DEFINITIONS...............................................................................2

ARTICLE 2
---------
     CONTEMPLATED TRANSACTIONS
     -------------------------
SECTION 2.01.  CONTEMPLATED TRANSACTIONS................................................................17
SECTION 2.02.  CONTRIBUTION OF ASSETS...................................................................17
SECTION 2.03.  ASSUMPTION OF LIABILITIES................................................................17
SECTION 2.04.  SENIOR SUBORDINATED NOTES................................................................17
SECTION 2.05.  SENIOR SECURED NOTES.....................................................................18
SECTION 2.06.  NEW LP FINANCING.........................................................................19
SECTION 2.07.  INITIAL CAPITAL ACCOUNTS.................................................................20

ARTICLE 3
---------
     TRANSFER OF ASSETS AND LIABILITIES
     ----------------------------------
SECTION 3.01.  ASSET CONTRIBUTION.......................................................................20
SECTION 3.02.  COMPANY EXCLUDED ASSETS..................................................................22
SECTION 3.03.  COMPANY ASSUMED LIABILITIES..............................................................23
SECTION 3.04.  COMPANY EXCLUDED LIABILITIES.............................................................24

ARTICLE 4
---------
     CELLCO ASSET CONTRIBUTION
     -------------------------
SECTION 4.01.  CELLCO ASSET CONTRIBUTION................................................................25
SECTION 4.02.  CELLCO ASSUMED LIABILITIES...............................................................26
SECTION 4.03.  CELLCO EXCLUDED LIABILITIES..............................................................26

ARTICLE 5
---------
     ASSIGNMENT OF CONTRACTS AND RIGHTS
     ----------------------------------
SECTION 5.01.  ASSIGNMENT OF CONTRACTS AND RIGHTS.......................................................26

ARTICLE 6
---------
     THE CLOSING
     -----------
SECTION 6.01.  THE CLOSING..............................................................................27
SECTION 6.02.  FINAL CLOSING BALANCE SHEET AND CLOSING WORKING CAPITAL
               AMOUNT...................................................................................29
SECTION 6.03.  FINAL WORKING CAPITAL AMOUNT.............................................................31


<Page>

<Caption>
                                                                                                      PAGE
                                                                                                      ----
<S>            <C>                                                                                    <C>
ARTICLE 7
---------
     REPRESENTATIONS AND WARRANTIES OF THE PRICE CORPORATIONS
     --------------------------------------------------------
SECTION 7.01.  EXISTENCE AND POWER......................................................................31
SECTION 7.02.  AUTHORIZATION............................................................................31
SECTION 7.03.  GOVERNMENTAL AUTHORIZATION...............................................................32
SECTION 7.04.  NONCONTRAVENTION.........................................................................33
SECTION 7.05.  REQUIRED AND OTHER CONSENTS..............................................................33
SECTION 7.06.  FINANCIAL STATEMENTS.....................................................................33
SECTION 7.07.  ABSENCE OF CERTAIN CHANGES...............................................................34
SECTION 7.08.  NO UNDISCLOSED MATERIAL LIABILITIES......................................................35
SECTION 7.09.  MATERIAL CONTRACTS.......................................................................36
SECTION 7.10.  LITIGATION...............................................................................39
SECTION 7.11.  COMPLIANCE WITH LAWS AND COURT ORDERS....................................................40
SECTION 7.12.  PROPERTIES...............................................................................40
SECTION 7.13.  SUFFICIENCY OF AND TITLE TO THE COMPANY CONTRIBUTED ASSETS...............................42
SECTION 7.14.  SUBSCRIBER ACCOUNTS......................................................................42
SECTION 7.15.  INTELLECTUAL PROPERTY....................................................................42
SECTION 7.16.  INSURANCE COVERAGE.......................................................................44
SECTION 7.17.  LICENSES AND PERMITS.....................................................................44
SECTION 7.18.  FINANCIAL ADVISORS' FEES.................................................................46
SECTION 7.19.  ENVIRONMENTAL COMPLIANCE.................................................................46
SECTION 7.20.  SEC FILINGS..............................................................................48
SECTION 7.21.  FINANCIAL STATEMENTS.....................................................................49
SECTION 7.22.  DISCLOSURE DOCUMENTS.....................................................................49
SECTION 7.23.  FCC AUTHORIZATION........................................................................50
SECTION 7.24.  ROLLUP TRANSACTION MATERIALS.............................................................50
SECTION 7.25.  REPRESENTATIONS AND WARRANTIES...........................................................50

ARTICLE 8
---------
     REPRESENTATIONS AND WARRANTIES OF CELLCO
     ----------------------------------------
SECTION 8.01.  EXISTENCE AND POWER......................................................................50
SECTION 8.02.  AUTHORIZATION............................................................................51
SECTION 8.03.  GOVERNMENTAL AUTHORIZATION...............................................................51
SECTION 8.04.  NONCONTRAVENTION.........................................................................52
SECTION 8.05.  CONSENTS.................................................................................52
SECTION 8.06.  LITIGATION...............................................................................52
SECTION 8.07.  FINDERS' FEES............................................................................53
SECTION 8.08.  ELP INTEREST.............................................................................53
SECTION 8.09.  TITLE TO CELLCO CONTRIBUTED ASSETS.......................................................53
SECTION 8.10.  CELLCO CONTRIBUTED NOTE..................................................................54
SECTION 8.11.  FINANCIAL STATEMENTS.....................................................................54
SECTION 8.12.  ABSENCE OF CERTAIN CHANGES...............................................................55

                                       ii
<Page>

<Caption>
                                                                                                      PAGE
                                                                                                      ----
<S>            <C>                                                                                    <C>
SECTION 8.13.  PRICE PROXY MATERIALS....................................................................55
SECTION 8.14.  NO UNDISCLOSED MATERIAL LIABILITIES......................................................55
SECTION 8.15.  CELLCO CONTRIBUTED LICENSES..............................................................55
SECTION 8.16.  FCC QUALIFICATION........................................................................56
SECTION 8.17.  TAX BASIS OF THE ASSETS..................................................................56
SECTION 8.18.  REPRESENTATIONS AND WARRANTIES...........................................................56

ARTICLE 9
---------
     COVENANTS OF THE PRICE CORPORATIONS
     -----------------------------------
SECTION 9.01.  CONDUCT OF THE BUSINESS..................................................................57
SECTION 9.02.  MAINTENANCE OF ASSETS AND INSURANCE......................................................58
SECTION 9.03.  COMPLIANCE WITH LAWS, ETC................................................................59
SECTION 9.04.  CO-OPERATION IN CONDUCTING THE BUSINESS..................................................59
SECTION 9.05.  ACCESS TO INFORMATION; CONFIDENTIALITY...................................................60
SECTION 9.06.  NOTICES OF CERTAIN EVENTS................................................................61
SECTION 9.07.  NONCOMPETITION...........................................................................62
SECTION 9.08.  STOCKHOLDER MEETING; PROXY MATERIALS.....................................................63
SECTION 9.09.  NO SHOP..................................................................................63
SECTION 9.10.  COMPANY DEBT.............................................................................65
SECTION 9.11.  ENVIRONMENTAL MATTERS....................................................................66
SECTION 9.12.  CONTOUR EXTENSION AGREEMENTS.............................................................66
SECTION 9.13.  GIANT BEAR AGREEMENT.....................................................................66

ARTICLE 10
----------
     COVENANTS OF CELLCO AND NEW LP
     ------------------------------
SECTION 10.01.  CONFIDENTIALITY.........................................................................67
SECTION 10.02.  POST CLOSING ACCESS.....................................................................67
SECTION 10.03.  CONDUCT OF BUSINESS.....................................................................68
SECTION 10.04.  ACCESS..................................................................................68
SECTION 10.05.  CELLCO NONCOMPETE.......................................................................68
SECTION 10.06.  NOTICES OF CERTAIN EVENTS...............................................................69

ARTICLE 11
----------
     COVENANTS OF CELLCO, NEW LP AND THE PRICE CORPORATIONS
     ------------------------------------------------------
SECTION 11.01.  BEST EFFORTS; FURTHER ASSURANCES........................................................70
SECTION 11.02.  CERTAIN FILINGS.........................................................................71
SECTION 11.03.  PUBLIC ANNOUNCEMENTS....................................................................71
SECTION 11.04.  TRADEMARKS; TRADENAMES..................................................................71
SECTION 11.05.  WARN ACT................................................................................72
SECTION 11.06.  H.O. SYSTEMS AGREEMENT..................................................................72
SECTION 11.07.  BCG AGREEMENT...........................................................................73
SECTION 11.08.  FCC APPLICATION.........................................................................73

                                      iii
<Page>

<Caption>
                                                                                                      PAGE
                                                                                                      ----
<S>             <C>                                                                                   <C>
SECTION 11.09.  NEW LP'S ENVIRONMENTAL REPORTS..........................................................74

ARTICLE 12
----------
     TAX MATTERS
     -----------
SECTION 12.01.  TAX DEFINITIONS.........................................................................75
SECTION 12.02.  TAX REPRESENTATIONS.....................................................................76
SECTION 12.03.  COVENANTS...............................................................................79
SECTION 12.04.  TAX COOPERATION; ALLOCATION OF CERTAIN TAXES............................................80
SECTION 12.05.  TAX CERTIFICATES........................................................................82
SECTION 12.06.  DISPUTE RESOLUTION......................................................................82

ARTICLE 13
----------
     EMPLOYEE BENEFITS
     -----------------
SECTION 13.01.  EMPLOYEE BENEFITS DEFINITIONS...........................................................85
SECTION 13.02.  ERISA REPRESENTATIONS...................................................................85
SECTION 13.03.  NO THIRD PARTY BENEFICIARIES............................................................87
SECTION 13.04.  EMPLOYEES...............................................................................87
SECTION 13.05.  EMPLOYEE BENEFITS.......................................................................88
SECTION 13.06.  EXCLUDED EMPLOYEES......................................................................89
SECTION 13.07.  SEVERANCE AND SIMILAR LIABILITIES.......................................................89
SECTION 13.08.  INACTIVE TRANSFERRED EMPLOYEES..........................................................90
SECTION 13.09.  UNPAID ACCRUED BONUS....................................................................90

ARTICLE 14
----------
     CONDITIONS TO CLOSING
     ---------------------
SECTION 14.01.  CONDITIONS TO OBLIGATIONS OF EACH PARTY.................................................90
SECTION 14.02.  CONDITIONS TO OBLIGATION OF CELLCO AND NEW LP...........................................91
SECTION 14.03.  CONDITIONS TO OBLIGATION OF THE PRICE CORPORATIONS......................................94

ARTICLE 15
----------
     SURVIVAL; INDEMNIFICATION
     -------------------------
SECTION 15.01.  SURVIVAL................................................................................96
SECTION 15.02.  INDEMNIFICATION.........................................................................97
SECTION 15.03.  PROCEDURES..............................................................................99
SECTION 15.04.  PAYMENT................................................................................101
SECTION 15.05.  OTHER RIGHTS AND REMEDIES NOT AFFECTED.................................................103

ARTICLE 16
----------
     TERMINATION
     -----------
SECTION 16.01.  GROUNDS FOR TERMINATION................................................................103
SECTION 16.02.  EFFECT OF TERMINATION..................................................................104

                                       iv
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<Caption>
                                                                                                      PAGE
                                                                                                      ----
<S>             <C>                                                                                   <C>
ARTICLE 17
----------
     MISCELLANEOUS
     -------------
SECTION 17.01.  NOTICES................................................................................104
SECTION 17.02.  AMENDMENTS AND WAIVERS.................................................................106
SECTION 17.03.  EXPENSES...............................................................................106
SECTION 17.04.  SUCCESSORS AND ASSIGNS.................................................................108
SECTION 17.05.  GOVERNING LAW..........................................................................108
SECTION 17.06.  JURISDICTION...........................................................................108
SECTION 17.07.  WAIVER OF JURY TRIAL...................................................................108
SECTION 17.08.  COUNTERPARTS; EFFECTIVENESS; THIRD PARTY BENEFICIARIES.................................109
SECTION 17.09.  ENTIRE AGREEMENT.......................................................................109
SECTION 17.10.  BULK SALES LAWS........................................................................109
SECTION 17.11.  JOINT AND SEVERAL LIABILITY............................................................109
SECTION 17.12.  GENERAL PARTNER LIABILITY..............................................................109
SECTION 17.13.  APPOINTMENT OF AGENT...................................................................109
SECTION 17.14.  CAPTIONS...............................................................................110
</Table>









                                       v


<Page>



<Table>
<Caption>
                                  EXHIBIT INDEX
                                  -------------
<S>                                                                  <C>
CELLCO CONTRIBUTED NOTE..............................................Exhibit A
CELLCO CONTRIBUTED PARTNERSHIP BALANCE SHEET.........................Exhibit B
COMPANY BALANCE SHEET................................................Exhibit C
NEW LP AGREEMENT.....................................................Exhibit D
PRICE PARENT THIRD QUARTER BALANCE SHEET.............................Exhibit E
EXAMPLE OF FINAL WORKING CAPITAL AMOUNT CALCULATION..................Exhibit F
PROSKAUER ROSE LLP TAX OPINION.......................................Exhibit G
TAX REPRESENTATIONS AS OF DECEMBER 18, 2001..........................Exhibit H
PROSKAUER ROSE LLP OPINION...........................................Exhibit I
SKADDEN ARPS SLATE MEAGHER FLOM FCC OPINION..........................Exhibit J
PLEDGE AGREEMENT.....................................................Exhibit K
DAVIS POLK & WARDWELL OPINION........................................Exhibit L
HOLLAND & KNIGHT OPINION.............................................Exhibit M
</Table>



                                       vi

<Page>



                              TRANSACTION AGREEMENT

         AGREEMENT dated as of December 18, 2001 among Price Communications
Corporation, a New York corporation ("PRICE PARENT"), Price Communications
Cellular Inc., a Delaware corporation ("PRICE CELLULAR"), Price Communications
Cellular Holdings, Inc., a Delaware corporation ("PRICE SHAREHOLDER"), Price
Communications Wireless, Inc., a Delaware corporation (the "COMPANY" and,
together with Price Parent, Price Cellular and Price Shareholder, the "PRICE
CORPORATIONS"), Cellco Partnership, a Delaware general partnership ("CELLCO"),
and Verizon Wireless of the East LP, a newly formed Delaware limited partnership
("NEW LP").

                              W I T N E S S E T H :

         WHEREAS, the Company conducts the business of constructing, developing,
managing and operating cellular telephone systems;

         WHEREAS, the parties hereto desire that (i) the Company shall make the
Company Asset Contribution and the Company Cash Contribution to New LP, upon the
terms and subject to the conditions hereinafter set forth, in exchange for the
ELP Interest and (ii) Cellco and/or any of its Subsidiaries will make the Cellco
Cash Contribution and the Cellco Asset Contribution, upon the terms and subject
to the conditions hereinafter set forth, in exchange for the MGP Interest and
the Cellco LP Interest;

         WHEREAS, the parties intend the Asset Contributions and the Cash
Contributions to qualify under Code Section 721(a) (a "721 CONTRIBUTION");

         WHEREAS, simultaneously with the execution of this Agreement, the Price
Corporations, Verizon Communications Inc., a Delaware corporation ("VCI"), and
Verizon Wireless Inc., a Delaware corporation ("VWI"), are entering into an
Exchange Agreement (the "EXCHANGE AGREEMENT"), pursuant to which the ELP
Interest will be exchangeable for common stock of VCI or VWI upon the terms and
subject to the conditions set forth therein;

         WHEREAS, simultaneously with the execution of this Agreement, Cellco,
New LP and certain other Persons (such other Persons, the "STOCKHOLDERS") are
entering into a Voting Agreement (the "VOTING AGREEMENT") pursuant to which the
Stockholders have agreed to vote all of the shares of capital stock of any Price
Corporation held by them in favor of the transactions contemplated by this
Agreement and certain transactions contemplated by the Exchange Agreement;



<Page>



         The parties hereto agree as follows:

                                    ARTICLE 1
                                   DEFINITIONS

         SECTION 1.01.  DEFINITIONS.

         (a) The following terms, as used herein, have the following meanings:

         "13D GROUP" means "group" as defined in Section 13(d) under the 1934
Act and the rules promulgated thereunder.

         "ACQUISITION PROPOSAL" means, other than the transactions contemplated
by this Agreement, any offer or proposal for, any indication of interest in, or
any submission of inquiries from any Third Party relating to (A) any acquisition
or purchase, direct or indirect, of 20% or more of the consolidated assets of
Price Parent and its Subsidiaries or over 20% of any class of equity or voting
securities of any Price Corporation, (B) any tender offer (including a
self-tender offer) or exchange offer that, if consummated, would result in such
Third Party's beneficially owning 20% or more of any class of equity or voting
securities of any Price Corporation, or (C) a merger, consolidation, share
exchange, business combination, sale of substantially all the assets,
reorganization, recapitalization, liquidation, dissolution or other similar
transaction involving any Price Corporation; PROVIDED that, notwithstanding the
foregoing, the acquisition by any institutional investor of any securities of
Price Parent, directly or indirectly, in connection with its investment
operations in the ordinary course of business shall not constitute an
"Acquisition Proposal" if (I) such investor and its Affiliates do not at any
time "beneficially own" (as defined in Rule 13d-3 promulgated under the 1934
Act) voting securities of Price Parent representing more than thirty percent
(30%) of the total voting power of all outstanding voting securities of Price
Parent and (II) such activities are for investment purposes only and are not,
alone or in concert with others, in connection with any plan, arrangement,
understanding, proposal, or intention to influence, or affect control over the
management, board of directors or policies of Price Parent, PROVIDED FURTHER
that, notwithstanding the foregoing, an Acquisition Proposal shall be deemed to
exist if at any time such investor or its Affiliates shall fail to, or no
longer, comply with (I) or (II) of the foregoing.

         "AFFILIATE" means, with respect to any Person, any other Person
directly or indirectly controlling, controlled by, or under direct or indirect
common control with, such other Person. For purposes of this definition (a)
Robert Price (but no other members of Robert Price's family) and any Person
directly or indirectly controlled by



                                       2
<Page>

Robert Price (including any Person for which Robert Price acts as a guardian of
the property of, but no other members of Robert Price's family) shall be deemed
to be an Affiliate of the Price Corporations and each of their Affiliates and
(b) the term "control" means (x) the power to direct the management and policies
of a Person, directly or through one or more intermediaries, whether through the
ownership of voting securities, by contract, or otherwise, or (y) without
limiting the foregoing, the beneficial ownership of 10% or more of the voting
power of the voting common equity of such Person (on a fully diluted basis) or
of warrants or other rights to acquire such equity (whether or not presently
exercisable).

         "ANCILLARY AGREEMENTS" means the Lock-up Agreement, the Pledge
Agreement, the Voting Agreement, the New LP Agreement and the Exchange
Agreement.

         "ASSET CONTRIBUTIONS" means the Company Asset Contribution and the
Cellco Asset Contribution.

         "ASSUMED LIABILITIES" means the Company Assumed Liabilities and the
Cellco Assumed Liabilities.

         "BALANCE SHEET DATE" means September 30, 2001.

         "BANK OF MONTREAL" means the Bank of Montreal Trust Company, a New York
banking corporation, and its successors.

         "BCG AGREEMENT" means the Prepaid Connection Service Agreement dated
May 15, 2000 between Cellular Express, Inc. d/b/a Boston Communications Group
and the Company.

         "BUSINESS" means the business of constructing, developing, managing and
operating cellular telephone systems serving the Company Cellular Telephone
System Areas in Georgia, Alabama, South Carolina and Florida conducted by the
Company either directly or through its Affiliates.

         "BUSINESS EMPLOYEE" means any person employed by the Company primarily
in connection with the Business.

         "CASH CONTRIBUTIONS" means the Company Cash Contribution and the
Cellco Cash Contribution.

         "CELLCO CASH CONTRIBUTION AMOUNT" means the amount equal to (i) the
amount required to permit New LP to satisfy its obligations under Sections 2.04
and



                                       3
<Page>

2.05 MINUS (ii) the sum of (x) the Company Cash Contribution Amount PLUS (y) the
proceeds to New LP of the New LP Financing.

         "CELLCO CONTRIBUTED AGREEMENT" means the Agreement Establishing Orange
County - Poughkeepsie Limited Partnership dated as of April 21, 1987 among Nynex
Mobile Communications Company, Contel Cellular, Inc., Highland Telephone
Company, Sylvan Lake Telephone Company, Taconic Telephone Corporation and
Warwick Valley Telephone Company, as amended.

         "CELLCO CONTRIBUTED INTEREST" means a partnership interest representing
85% of the partnership interests in Cellco Contributed Partnership (including
the entire general partnership interest in Cellco Contributed Partnership).

         "CELLCO CONTRIBUTED LICENSE LIABILITIES" means all regulatory
liabilities and obligations of Cellco and/or its Subsidiaries arising in the
ordinary course of business with respect to the Cellco Contributed Licenses.

         "CELLCO CONTRIBUTED LICENSES" means (i) the FCC licenses to provide
broadband PCS wireless communication services within the Macon, GA Basic Trading
Area ("BTA") #271 (FCC call sign KNLG325), and (ii) all of Cellco's right, title
and interest in the FCC license to provide broadband PCS wireless communication
services within the portion of the Atlanta, GA BTA #24 (current FCC call sign
KNLG285) comprising the counties of Spalding, Meriwether, Pike, Lamar, and
Upson, GA. Such licenses authorize operation on the 10 MHZ E block spectrum
constituting the 1885-1890 MHZ and 1965-1970 MHZ frequency bands.

         "CELLCO CONTRIBUTED NOTE" means a promissory note of Cellco
substantially in the form attached as Exhibit A.

         "CELLCO CONTRIBUTED PARTNERSHIP" means the Orange County-Poughkeepsie
Limited Partnership established pursuant to the Cellco Contributed Agreement.

         "CELLCO CONTRIBUTED PARTNERSHIP BALANCE SHEET" means the balance sheet
of the Cellco Contributed Partnership as of September 30, 2001, attached as
Exhibit B hereto.

         "CELLCO LIMITED PARTNER CAPITAL ACCOUNT" means, at any time, the
Initial Cellco Limited Partner Capital Account as adjusted as of such time
pursuant to the New LP Agreement.

         "CELLCO LP INTEREST" means the limited partner interest or interests in
New LP to be issued to Cellco and/or one or more of its Subsidiaries pursuant to
Section



                                       4
<Page>

2.02 and conferring to the holder thereof the rights and obligations set forth
in the New LP Agreement.

         "CELLCO LP INTEREST HOLDER" means the holder or holders of the Cellco
LP Interest.

         "CELLULARONE SERVICE MARK" means the CELLULARONE Service Mark
registered with the U.S. Patent and Trademark Office licensed by Cellular One
Group, a Delaware general partnership, to the Price Corporations or any of their
Affiliates for use in the Company Cellular Telephone System Areas.

         "CERCLA" means the Comprehensive Environmental Response, Compensation
and Liability Act of 1980, as amended, and any rules or regulations promulgated
thereunder.

         "CHANGE OF CONTROL" means (i) any Acquisition Proposal involving the
Company Contributed Assets or any class of equity or voting securities of any
Price Corporation (other than Price Parent), (ii) any Person (other than a
Passive Institutional Investor and other than Robert Price and any 13D Group as
to which he has sole voting authority) or 13D Group having or acquiring
beneficial ownership (as defined in Rule 13d-3 under the 1934 Act) of voting
securities of Price Parent representing more than 30% of the total voting power
of all outstanding voting securities of Price Parent (PROVIDED that if Robert
Price is a member of a 13D Group, it shall not constitute a "Change of Control"
if every other member of such group agrees to be subject to the Voting Agreement
and PROVIDED FURTHER that a "Change of Control" shall not be deemed to exist
pursuant to this subclause (ii) solely by reason of an acquisition of voting
securities of Price Parent by Price Parent which, by reducing the number of
voting securities of Price Parent outstanding, increases the proportionate
number of voting securities of Price Parent beneficially owned by such Person or
13D Group to more than 30% of the total voting power of all outstanding voting
securities of Price Parent), or (iii) a majority of the members of the board of
directors of Price Parent ceasing to be Continuing Directors as a result of a
proxy or consent solicitation (or commencement of a proxy or consent
solicitation to consummate such a change in the board of directors of Price
Parent) if any Person who is a participant in such solicitation has stated that
such Person intends to take, or may consider taking, any action which would
constitute an Acquisition Proposal. For purposes hereof "CONTINUING DIRECTOR"
means any individual who is, as of the date of this Agreement, a member of the
board of directors of Price Parent and any individual who hereafter becomes a
member of such board if such individual's nomination for election is recommended
or approved by a majority of the Continuing Directors.



                                       5
<Page>

         "CHANGE IN LAW" means a change in the Internal Revenue Code, the
Treasury regulations promulgated thereunder, the interpretation thereof by the
U.S. courts, including the Tax Court, or any official pronouncement of the
Internal Revenue Service or the Treasury department (such as a revenue ruling,
revenue procedure or notice, but not a private letter ruling or a similar
authority) that occurs after the date hereof.

         "CLOSING DATE" means the date of the Closing.

         "COMMUNICATIONS ACT" means the Communications Act of 1934, as amended,
and the rules and regulations promulgated thereunder.

         "COMPANY BALANCE SHEET" means the consolidated balance sheet of the
Company as of September 30, 2001, attached as Exhibit C hereto.

         "COMPANY CAPITAL ACCOUNT" means, as of any time after the Closing, the
Initial Company Capital Account, as adjusted as of such time pursuant to this
Agreement and the New LP Agreement.

         "COMPANY CASH CONTRIBUTION AMOUNT" means (i) $149 million, PLUS (ii)
the amount of accrued and unpaid interest on the Senior Secured Notes and Senior
Subordinated Notes as of the Closing Date, PLUS (iii) if the H.O. Agreement
shall have been amended prior to the Closing in the manner provided in Section
11.06 and the amendment requires payment by New LP, at any time after the
Closing Date, of any costs or expenses incurred in connection with obtaining
such amendment, the amount of any such costs and expenses, PLUS (iv) all costs
and expenses payable by New LP, at any time after the Closing Date, in
connection with termination of the BCG Agreement, or obtaining any and all
amendments and modifications to the BCG Agreement, PLUS (v) any Excess Financing
Cost; PROVIDED that the Company Cash Contribution Amount shall not include any
H.O. Cancellation Fee or any costs or expenses incurred after the Closing Date
pursuant to the terms of the H.O. Agreement, the BCG Agreement (but only if
assumed by New LP) or the Cellco-BCG Agreement.

         "COMPANY CELLULAR TELEPHONE SYSTEM AREAS" means the Montgomery and
Dothan, Alabama and Macon -Warner Robins, Columbus including Russell County,
Alabama, Albany, Augusta (including Aiken County, South Carolina) and Savannah,
Georgia and Panama City, Florida metropolitan statistical areas, and the
Georgia-6, Georgia-7, Georgia-8, Georgia-9, Georgia-10, Georgia-12, Georgia-13
and Alabama-8 rural service areas.

         "COMPANY DEBT" means the Senior Subordinated Debt and the Senior
Secured Debt.



                                       6
<Page>

         "COMPANY 10-K" means Price Parent's annual report on Form 10-K for the
fiscal year ended December 31, 2000.

         "CONFIDENTIALITY AGREEMENTS" means (i) the Confidentiality Agreement
dated as of June 23, 2000 between Price Parent and Cellco and (ii) the Non-
Disclosure Agreement dated as of November 1, 2001 between Price Parent and
Cellco.

         "CONTRIBUTED ASSETS" means the Company Contributed Assets and the
Cellco Contributed Assets.

         "DELAWARE LAW" means the General Corporation Law of the State of
Delaware.

         "ELP INTEREST" means the limited partnership interest in New LP issued
to the Company pursuant to Section 2.02 and conferring to the holder thereof the
rights and obligations set forth in the New LP Agreement and the Exchange
Agreement.

         "ENVIRONMENTAL LAWS" means any federal, state, local or foreign law
(including, without limitation, common law), treaty, judicial decision,
regulation, rule, judgment, order, decree, injunction, permit or governmental
restriction or any agreement with any governmental authority or other third
party, in effect on or prior to the Closing Date, relating to the environment,
human health and safety or to pollutants, contaminants, wastes or chemicals or
any toxic, radioactive, ignitable, corrosive, reactive or otherwise hazardous
substances, wastes or materials.

         "ENVIRONMENTAL LIABILITIES" means any and all liabilities, losses,
damages or claims arising in connection with, asserted against or sought to be
imposed on the Company (or any predecessors of Company or any prior owner of all
or part of its business), any property now or previously owned, leased or
operated by any of the Price Corporations, the Business (as currently or
previously conducted), the Company Contributed Assets or any activities or
operations occurring or conducted at the Real Property (including, without
limitation, offsite disposal), whether accrued, contingent, absolute,
determined, determinable or otherwise, which (i) arise under any Environmental
Law, and (ii) relate to actions occurring or conditions existing on or prior to
the Closing.

         "ENVIRONMENTAL PERMITS" means all permits, licenses, franchises,
certificates, approvals and other similar authorizations of governmental
authorities required by or issued pursuant to Environmental Laws and affecting,
or relating in any way to, the Business.



                                       7
<Page>

         "ESCHEAT PAYMENT" means any payment required to be made to any state
abandoned property administrator or other public official pursuant to an
abandoned property, escheat or similar law.

         "EXCESS FINANCING COST" means all reasonable fees and other costs and
expenses (other than interest) charged by the Lender with respect to the New LP
Financing.

         "EXCLUDED CONTRACTS" means (i) all contracts entered into prior to the
Closing Date that relate to any disposition of assets of the Business or of any
securities or other interest in the Business including, without limitation, the
contracts relating to the Fort Myers Sale and the Georgia Sale (as defined in
the Price SEC Documents), (ii) all contracts relating to the Rollup Transaction
and (iii) the BCG Agreement.

         "EXCLUDED EMPLOYEE" means any Business Employee who New LP or Cellco
has designated as an excluded employee by written notice to the Price
Corporations delivered (i) in connection with any Business Employee for which a
WARN Act notice would be required, on or prior to the date that is 65 days prior
to the Closing Date, and (ii) in connection with any other Business Employee, on
or prior to the date that is 30 days prior to the Closing Date.

         "EXCLUDED LIABILITIES" means the Company Excluded Liabilities and the
Cellco Excluded Liabilities.

         "FCC" means the Federal Communications Commission.

         "FCC AUTHORIZATIONS" means all licenses, permits and other
authorizations issued by the FCC with respect to the Business including, without
limitation, (i) all licenses issued to the Company or any of its Affiliates by
the FCC to construct, own and operate a cellular telecommunications system
(including all associated microwave facilities) or otherwise with respect to
each of the Company Cellular Telephone System Areas, and (ii) all construction
permits, if any, that have been issued by the FCC to the Company or any of its
Affiliates with respect to construction of a cellular telecommunications system
in each of the Company Cellular Telephone System Areas.

         "FINAL WORKING CAPITAL AMOUNT" means the Closing Working Capital Amount
calculated by New LP pursuant to Section 6.02(a) if no notice of disagreement is
delivered pursuant to Section 6.02(b), or, if such a notice is delivered, the
Closing Working Capital Amount agreed upon by New LP and the Price Corporations
pursuant to Section 6.02(c) or, in the absence of such an



                                       8
<Page>

agreement, the Closing Working Capital Amount determined as set forth in
Section 6.02(c).

         "GENERAL PARTNER CAPITAL ACCOUNT" means, as of any time, the Initial
General Partner Capital Account as adjusted as of such time pursuant to the New
LP Agreement.

         "GIANT BEAR AGREEMENT" means the Services Agreement dated February 14,
2000 between the Company and Giant Bear Inc., as amended by the Amendment to the
Services Agreement dated November 1, 2001.

         "GOVERNMENTAL ENTITY" means any government or any state, department or
other political subdivision thereof, or any governmental body, agency, authority
(including, but not limited to, the FCC or any other telecommunications
authority) or instrumentality (including, but not limited to, any court,
tribunal or grand jury) exercising executive, prosecutorial, legislative,
judicial, regulatory or administrative functions of or pertaining to government.

         "HAZARDOUS SUBSTANCES" means any pollutant, contaminant, waste or
chemical or any toxic, radioactive, ignitable, corrosive, reactive or otherwise
regulated hazardous substance, waste or material or any substance, waste or
material having any constituent elements displaying any of the foregoing
characteristics including, without limitation, petroleum, its derivatives,
by-products and other hydrocarbons, and any substance, waste or material
regulated under any Environmental Law.

         "H.O. AGREEMENT" means the License Agreement dated as of May 5, 2000
between H.O. Systems and the Company, together with the Addendum to the License
Agreement dated as of such date and any other addenda or amendments thereto.

         "H.O. SYSTEMS" means H.O. Systems, Inc., a Georgia corporation.

         "HSR ACT" means the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended.

         "INTELLECTUAL PROPERTY RIGHTS" means (i) inventions, whether or not
patentable, reduced to practice or made the subject of one or more pending
patent applications, (ii) national and multinational statutory invention
registrations, patents and patent applications (including all reissues,
divisions, continuations, continuations-in-part, extensions and reexaminations
thereof) registered or applied for in the United States and all other nations
throughout the world, all improvements to the inventions disclosed in each such
registration, patent or patent application, (iii) trademarks, service marks,
trade dress, logos, domain names, trade names and



                                       9
<Page>

corporate names (whether or not registered) in the United States and all other
nations throughout the world, including all variations, derivations,
combinations, registrations and applications for registration of the foregoing
and all goodwill associated therewith, (iv) copyrights (whether or not
registered) and registrations and applications for registration thereof in the
United States and all other nations throughout the world, including all
derivative works, moral rights, renewals, extensions, reversions or restorations
associated with such copyrights, now or hereafter provided by law, regardless of
the medium of fixation or means of expression, (v) computer software, (including
source code, object code, firmware, operating systems and specifications), (vi)
trade secrets and, whether or not confidential, business information (including
pricing and cost information, business and marketing plans and customer and
supplier lists) and know-how (including manufacturing and production processes
and techniques and research and development information), (vii) industrial
designs (whether or not registered), (viii) databases and data collections, (ix)
copies and tangible embodiments of any of the foregoing, in whatever form or
medium, (x) all rights to obtain and rights to apply for patents, and to
register trademarks and copyrights, (xi) all rights in all of the foregoing
provided by treaties, conventions and common law and (xii) all rights to sue or
recover and retain damages and costs and attorneys' fees for past, present and
future infringement or misappropriation of any of the foregoing.

         "LICENSED INTELLECTUAL PROPERTY RIGHTS" means all Intellectual Property
Rights owned by a third party and licensed or sublicensed to any of the Price
Corporations or any of their Affiliates and held for use or used in the conduct
of the Business including, without limitation, the CELLULARONE Service Mark.

         "LIEN" means, with respect to any property or asset, any mortgage,
lien, pledge, charge, security interest, encumbrance or other adverse claim of
any kind in respect of such property or asset. For the purposes of this
Agreement and the Ancillary Agreements, a Person shall be deemed to own subject
to a Lien any property or asset which it has acquired or holds subject to the
interest of a vendor or lessor under any conditional sale agreement, capital
lease or other title retention agreement relating to such property or asset.

         "LOCK-UP AGREEMENTS" means the Lock-up Agreement dated as of December
18, 2001, among the Price Corporations and VWI and the Lock-up Agreement dated
as of December 18, 2001 among the Price Corporations and VCI.

         "MATERIAL ADVERSE EFFECT" means a material adverse effect on the
condition (financial or otherwise), business, assets or results of operations of
the Business (other than the Company Excluded Assets), other than such material
adverse effects arising out of business conditions or other matters generally
affecting the wireless telecommunications industry.



                                       10
<Page>

         "MGP INTEREST" means the managing general partner interest in New LP to
be issued to Cellco or one of its Subsidiaries pursuant to Section 2.02 and
conferring to the holder thereof the rights and obligations set forth in the New
LP Agreement.

         "MGP INTEREST HOLDER" means the holder of the MGP Interest.

         "NETWORK SITE" means any site owned, held, leased or used for the
provision of network switching or transmission and receiving services in the
conduct of the Business by the Price Corporations or any of their Affiliates,
including, without limitation, all cell sites, leased or owned tower or antenna
sites (including co-location sites) and all mobile telephone switching offices
or switch locations.

         "NEW LP AGREEMENT" means the Limited Partnership Agreement of New LP
substantially in the form attached hereto as Exhibit D.

         "NLP MATERIAL ADVERSE EFFECT" means a material adverse effect on New LP
which causes the income of New LP to be insufficient to enable New LP to
allocate the Preferred Return to the Company Capital Account pursuant to Article
4 of the New LP Agreement, other than such material adverse effects arising out
of business conditions or other matters generally affecting the wireless
telecommunications industry.

         "1933 ACT" means the Securities Act of 1933, as amended, and the rules
and regulations promulgated thereunder.

         "1934 ACT" means the Securities Exchange Act of 1934, as amended, and
the rules and regulations promulgated thereunder.

         "OWNED INTELLECTUAL PROPERTY RIGHTS" means all Intellectual Property
Rights owned by the Price Corporations or any of their Affiliates and held for
use or used in the conduct of the Business, but excluding all right, title and
interest in and use of the "Price Communications" name and any derivative
thereof (the "PRICE COMMUNICATIONS' NAME RIGHTS").

         "PASSIVE INSTITUTIONAL INVESTOR" means an institutional investor that
satisfies clauses (I) and (II) of the definition of "Acquisition Proposal".

         "PERMITTED TRANSFEREE" has the meaning assigned to such term in the New
LP Agreement.

         "PERSON" means an individual, corporation, partnership, limited
liability company, association, trust or other entity or organization, including
a government or political subdivision or an agency or instrumentality thereof.



                                       11
<Page>

         "PREFERRED RETURN" shall have the meaning assigned to such term in the
New LP Agreement.

         "PRICE PARENT THIRD QUARTER BALANCE SHEET" means the unaudited
consolidated balance sheet of Price Parent and its consolidated subsidiaries
dated September 30, 2001, including the notes thereto, attached as Exhibit E
hereto.

         "REQUIRED CONSENTS" means (i) the Other Consents, (ii) the Required
Notices and (iii) 90% of the Network Consents; PROVIDED that such 90% must
include all Network Consents relating to mobile telephone switching offices and
sites that house microwave hops.

         "ROLLUP TRANSACTION" means any or all of the following transactions:
(i) the acquisition by the Company of all of the outstanding shares of capital
stock of, or other ownership interests in, any Person who was, as of November
14, 2000, or thereafter became, a Subsidiary of the Company; (ii) the transfer
to the Company of all of the assets and liabilities of each Person who was, as
of November 14, 2000, or thereafter became (including as a result of the
transactions described in clause (i) above) a Wholly-Owned Company Subsidiary;
or (iii) the dissolution or liquidation of, and or the merger into the Company
of, each of the Persons referred to in clauses (i) and (ii) above.

         "SEC" means the Securities and Exchange Commission.

         "SENIOR SECURED DEBT" means the Senior Secured Notes and all other
obligations of the Company and the Guarantors (as defined therein) pursuant to
the Senior Secured Notes Indenture, as such debt may be modified or refinanced
prior to or on the Closing Date not in violation of the provisions of this
Agreement.

         "SENIOR SECURED NOTES" means the 91/8% Senior Secured Notes of the
Company due 2006.

         "SENIOR SECURED NOTES INDENTURE" means the indenture dated as of June
16, 1998 among the Company, the Guarantors (as defined therein) and Bank of
Montreal, as in effect on the Closing Date.

         "SENIOR SUBORDINATED DEBT" means the Senior Subordinated Notes and all
other obligations of the Company pursuant to the Senior Subordinated Notes
Indenture, as such debt may be modified or refinanced prior to or on the Closing
Date not in violation of the provisions of this Agreement.

         "SENIOR SUBORDINATED NOTES" means the 11 3/4% Senior Subordinated Notes
of the Company due 2007.



                                       12
<Page>

         "SENIOR SUBORDINATED NOTES INDENTURE" means the indenture dated as of
July 10, 1997 between the Company and Bank of Montreal, as in effect on the
Closing Date.

         "SUBSIDIARY" means, with respect to any Person, any entity (whether a
corporation, partnership or otherwise) of which securities or other ownership
interests having ordinary voting power to elect a majority of the board of
directors or the other person or persons having governing authority over the
entity or performing similar functions are at any time directly or indirectly
owned by such Person.

         "SUPERIOR PROPOSAL" means any bona fide, unsolicited written
Acquisition Proposal on terms that the Board of Directors of Price Parent
determines in good faith by a majority vote, on the basis of the advice of a
financial advisor of nationally recognized reputation and taking into account
all the terms and conditions of the Acquisition Proposal, including any break-up
fees, expense reimbursement provisions and conditions to consummation, are more
favorable and provide greater value to all Price Parent's stockholders than as
provided hereunder and for which financing, to the extent required, is then
either fully committed or reasonably determined to be available by the Board of
Directors of Price Parent; PROVIDED that, notwithstanding the fact that the
transactions contemplated hereby do not contemplate the distribution of
consideration to the Price Parent shareholders, for purposes of determining
whether an Acquisition Proposal is a Superior Proposal, the transactions
contemplated hereby shall be deemed to have an aggregate value of at least
$1,150 million to such shareholders, assuming they were consummated.

         "THIRD PARTY" means any Person as defined in Section 13(d) of the 1934
Act, other than the Price Corporations or any of their Affiliates.

         "TRANSFERRED EMPLOYEE" means any Business Employee who is not an
Excluded Employee.

         "VCI REGISTRATION STATEMENT" has the meaning ascribed to such term in
the Exchange Agreement.

         "VWI EXCHANGE" has the meaning assigned to such term in the Exchange
Agreement.

         "VWI REGISTRATION STATEMENT" has the meaning ascribed to such term in
the Exchange Agreement.

         "WARN ACT" means the Worker Adjustment Retraining Notification Act.



                                       13
<Page>

         "WHOLLY-OWNED COMPANY SUBSIDIARY" means a Subsidiary of the Company
that is wholly owned by the Company or another wholly owned Subsidiary thereof.

         (b) Each of the following terms is defined in the Section set forth
opposite such term:


<Table>
<Caption>
TERM                                                                   SECTION
----                                                                   -------
<S>                                                                    <C>
721 Contributions                                                       Preamble
Accounting Referee                                                     12.06(d)
Accrued Bonus Liability                                                 3.04(f)
Action                                                                  7.10(a)
Active Transferred Employee                                            13.04(b)
Agent                                                                  15.03(a)
Alternative Agreement                                                  17.03(b)(i)
Base Line Financing                                                      2.06(b)
Call Center Letter                                                       3.04(g)
Cellco                                                                  Preamble
Cellco Asset Contribution                                               4.01
Cellco Assumed Liabilities                                              4.02
Cellco/BCG Agreement                                                   11.07
Cellco Cash Contribution                                                6.01(d)
Cellco Contributed Assets                                               4.01
Cellco Credit Agreement Consents                                       14.02(g)
Cellco Excluded Liabilities                                             4.03
Cellco FCC Authorization                                               14.02(n)
Cellco Indemnified Parties                                             15.02
Cellco Indemnitee                                                      12.01
Cellco Permitted Liens                                                  8.09(a)
Claim Notice                                                           15.03(a)
Closing                                                                 6.01
Closing Working Capital Amount                                          6.02(a)
Code                                                                   12.01
Company Asset Contribution                                              3.01
Company Assumed Liabilities                                             3.03
Company Cash Contribution                                               6.01(c)
Company Contributed Assets                                              3.01
Company Excluded Assets                                                 3.02
Company Excluded Liabilities                                            3.04
Company Permitted Liens                                                 7.12(c)(iii)
Competing Business                                                     10.05
Conforming Financing                                                    2.06(b)


                                       14
<Page>

<Caption>
TERM                                                                    SECTION
----                                                                    -------
<S>                                                                     <C>
Contemplated Transactions                                                2.01
Contract                                                                 3.01(e)
Contribute                                                               3.01
Contributed Contracts                                                    3.01(e)
Co-operation Reimbursement                                               9.04
Damages                                                                 15.02(a)
Defeased Subordinated Debt                                               2.04(d)
Employee Plans                                                          13.01 and
                                                                        13.02(a)(ii)

ERISA                                                                   13.01
ERISA Affiliate                                                         13.01
Exchange Agreement                                                      Preamble
FAA                                                                      7.17(e)
FCC Application                                                         11.08
Final Closing Balance Sheet                                              6.02(a)
Final Order                                                             14.02(n)
GAAP                                                                     3.03(c)
GAAP Accrual                                                             6.02(a)
H.O. Agreement Termination Date                                         11.06(a)
H.O. Cancellation Fee                                                   11.06(a)
Inactive Transferred Employee                                           13.04(b)
Indemnified Party                                                       15.03(a)
Indemnifying Party                                                      15.03(a)
Initial Company Capital Account                                          2.07(a)
Initial General Partner Capital Account                                  2.07(b)
Initial Cellco Limited Partner Capital Account                           2.07(c)
Interim Balance Sheet Date                                               7.06(a)
Judgments                                                                7.10(b)
Lender                                                                   2.06
Network Consents                                                         7.05(a)
Network Notices                                                          7.05(a)
New LP DC Plan                                                          13.05(b)
New LP Difference                                                        6.02(c)(i)
New LP's Environmental Reports                                          11.09
New LP Financing                                                         2.06(a)
New LP Financing Term Sheet                                              2.06(b)
Notice Period                                                           15.03(b)
Other Consents                                                           7.05(b)
Permits                                                                  7.17(a)
Pledge Agreement                                                        14.02(g)
Post-Closing Tax Period                                                 12.01


                                       15
<Page>

<Caption>
TERM                                                                    SECTION
----                                                                    -------
<S>                                                                     <C>
Pre-Closing Tax Period                                                  12.01
Preliminary Tax Certificate                                             12.05(a)
Price Corporation Cafeteria Plan                                        13.05(c)
Price Corporation DC Plans                                              13.05(b)
Price Corporations' Difference                                           6.02(c)(i)
Price Proxy Materials                                                    7.22(a)
Price SEC Documents                                                      7.20(a)
Price Trademarks and Tradenames                                         11.04(a)
Projected Capital Expenditures                                           9.01(e)
Property Taxes                                                          12.01
Proposals                                                                2.06(b)
Real Property                                                            7.12(a)
Release                                                                 13.06
Relevant Party                                                           5.01
Required Notices                                                         7.05(b)
Requisite Noteholder Consent                                             2.04(c)
Returns                                                                 12.02(a)(i)
Scheduled Contract                                                       7.09(b)
Secured Debt Defeasance                                                  2.05(b)
Secured Defeased Debt                                                    2.05(b)
Selected Financing                                                       2.06(b)
Senior Secured Notes Redemption                                          9.10(a)
Senior Subordinated Notes Offer                                          9.10(b)
SIU                                                                      7.17(d)
Stockholders                                                            Preamble
Subordinated Debt Defeasance                                             2.04(d)
Supplemental Indenture                                                   2.04(c)
Tax                                                                     12.01
Tax Asset                                                               12.01
Tax Loss                                                                12.01
Tax Opinion                                                             12.02(j)
Tax Proceeding                                                          12.06(b)
Tax Reduction                                                           12.01
Taxing Authority                                                        12.01
Termination Fee                                                         17.03(b)
Transfer Taxes                                                          12.04(c)
Unrestricted Person                                                      9.07(a)(i)
U.S. Government Obligations                                              2.04(d)
VCI                                                                     Preamble
Voting Agreement                                                        Preamble
VWI                                                                     Preamble


                                       16
<Page>


<Caption>
TERM                                                                    SECTION
----                                                                    -------
<S>                                                                     <C>
Warranty Breach                                                         15.02(a)(i)
</Table>


                                    ARTICLE 2

                            CONTEMPLATED TRANSACTIONS

         SECTION 2.01. CONTEMPLATED TRANSACTIONS. Except as otherwise provided
herein, upon the terms and subject to the conditions of this Agreement, the
parties will cause the transactions set forth in Sections 2.02 through 2.07
below (the "CONTEMPLATED TRANSACTIONS") to be completed. The Contemplated
Transactions shall occur substantially contemporaneously (except to the extent
provided otherwise herein) on the Closing Date.

         SECTION 2.02. CONTRIBUTION OF ASSETS. At the Closing, (i) the Company
will consummate the Company Cash Contribution and the Company Asset
Contribution, in exchange for the ELP Interest, and (ii) Cellco will consummate,
either directly or indirectly through one or more of its Subsidiaries, the
Cellco Cash Contribution and the Cellco Asset Contribution, in exchange for the
MGP Interest and the Cellco LP Interest.

         SECTION 2.03. ASSUMPTION OF LIABILITIES. At the Closing, New LP will
(and Cellco will cause New LP to), as set forth in Sections 3.03 and 4.02 and in
partial consideration for the contribution of assets pursuant to Sections 2.02,
3.01 and 4.01, assume all Assumed Liabilities and undertake to pay, satisfy and
discharge when due in accordance with their terms all such Assumed Liabilities.

         SECTION 2.04. SENIOR SUBORDINATED NOTES. (a) Prior to the Closing Date,
New LP will (and Cellco will cause New LP to) commence the Senior Subordinated
Notes Offer as set forth in Section 9.10(b).

         (b) At the Closing, upon the terms and subject to the conditions of the
Senior Subordinated Notes Offer and as set forth in Section 6.01(f), New LP
shall (and Cellco will cause New LP to) accept for payment and pay for all
Senior Subordinated Notes validly tendered and not withdrawn pursuant to the
Senior Subordinated Notes Offer, including the payment of all amounts necessary
to pay any premium in excess of principal and accrued interest to purchase the
Senior Subordinated Notes pursuant to the Senior Subordinated Notes Offer.

         (c) At the Closing, if the Holders (as defined in the Senior
Subordinated Notes Indenture) of at least a majority in aggregate principal
amount of the Senior Subordinated Notes then outstanding have consented (the
"REQUISITE NOTEHOLDER



                                       17
<Page>

CONSENT") to the waiver of the covenants in the Senior Subordinated Notes
Indenture which restrict the transactions contemplated hereby, the Company
shall, and shall cause the Trustee (as defined in the Senior Subordinated Notes
Indenture) to, execute a supplemental indenture (the "SUPPLEMENTAL INDENTURE")
eliminating such covenants.

         (d) At the Closing, if the Requisite Noteholder Consent has not been
obtained, the Company will effect a covenant defeasance (as defined in the
Senior Subordinated Notes Indenture) (the "SUBORDINATED DEBT DEFEASANCE"), in
accordance with Article 8 of the Senior Subordinated Notes Indenture with
respect to all Senior Subordinated Notes (such Senior Subordinated Notes being
referred to as the "DEFEASED SUBORDINATED DEBT") that have not been tendered by
the holders thereof and accepted for purchase by New LP at the Closing pursuant
to the Senior Subordinated Notes Offer conducted pursuant to Section 9.01(b);
PROVIDED that New LP will (and Cellco will cause New LP to) deposit or cause to
be deposited at the Closing with a trustee (as specified in the Senior
Subordinated Notes Indenture) as trust funds in trust for the benefit of holders
of the Defeased Subordinated Debt, cash or U.S. Government Obligations (as
defined in the Senior Subordinated Notes Indenture) sufficient in amount to
enable the Company to effect the Subordinated Debt Defeasance and to pay all
reasonable costs and expenses in connection therewith (such costs and expenses
to be approved by New LP (such approval not to be unreasonably withheld)), and
the Subordinated Debt Defeasance shall be effected in such manner as New LP may
reasonably direct. The parties acknowledge that New LP hereby assumes and is
responsible for all payments in respect of the Defeased Subordinated Debt, and
the cash and U.S. Government Obligations shall be deemed to be owned by New LP.
In the event that the cash or U.S. Government Obligations or any payments
thereon are returned by the trustee, the Company shall promptly deliver such
obligations or payments to New LP.

         SECTION 2.05. SENIOR SECURED NOTES. (a) Prior to the Closing Date, the
Company will give notice of the Senior Secured Notes Redemption to the trustee
under the Senior Secured Notes Indenture and each holder of the Senior Secured
Notes as set forth in Section 9.10(a).

         (b) Immediately prior to Closing, the Company will effect a covenant
defeasance (as defined in the Senior Secured Notes Indenture) (the "SECURED DEBT
DEFEASANCE") with respect to all of the outstanding Senior Secured Notes (the
"SECURED DEFEASED DEBT") in accordance with Article 8 of the Senior Secured
Notes Indenture; PROVIDED that New LP will (and Cellco will cause New LP to)
deposit or cause to be deposited at the Closing with a trustee (as specified in
the Senior Secured Notes Indenture) as trust funds in trust for the benefit of
the holders of the Secured Defeased Debt, cash or U.S. Government Obligations
(as defined in the Senior Secured Notes Indenture) sufficient in amount to
enable the Company to effect the



                                       18
<Page>

Secured Debt Defeasance and to pay all reasonable costs and expenses in
connection therewith (such costs and expenses to be approved by New LP (such
approval not to be unreasonably withheld)), and the Secured Debt Defeasance
shall be effected in such manner as New LP may reasonably direct. The parties
acknowledge that New LP hereby assumes and is responsible for all payments in
respect of the Secured Defeased Debt, and the cash and U.S. Government
Obligations shall be deemed to be owned by New LP. In the event that the cash or
U.S. Government Obligations or any payments thereon are returned by the trustee,
the Company shall promptly deliver such obligations or payments to New LP.

         (c) On the day following the Closing Date, the Senior Secured Notes
shall be redeemed by the Company pursuant to the Senior Secured Notes
Redemption.

         SECTION 2.06. NEW LP FINANCING. (a) Immediately prior to the Closing,
New LP will, and Cellco will cause New LP to, obtain debt financing in an amount
equal to $350 million from such Person or Persons and on such terms and
conditions as are determined by New LP in accordance with the procedures set
forth in Section 2.06(b) (such Person or Persons, the "LENDER"); PROVIDED that
(i) the Lender shall not be related to any partner of New LP within the meaning
of Treasury regulation Section 1.752-4(b)) (the "NEW LP FINANCING") and (ii) the
New LP Financing (A) shall be non-recourse to the partners of New LP and Persons
related to any such partners within the meaning of Treasury regulation Section
1.752-4(b), (B) shall not obligate New LP to repay such financing or any portion
thereof prior to five years after the Closing Date, and (3) shall not include
any penalty for pre-payment of such financing (or any portion thereof) by New
LP.

         (b) In order to select the Lender, New LP shall prepare a term sheet
(the "NEW LP FINANCING TERM SHEET") setting forth the principal terms of the New
LP Financing, which terms shall include, without limitation, those set forth in
Section 2.06(a) (the "SECTION 2.06(A) TERMS"). New LP will present the New LP
Financing Term Sheet to potential Lenders selected by New LP (provided that such
Lenders shall include, without limitation, Deutsche Bank and UBS, and shall give
each such potential Lender an opportunity to submit a binding proposal setting
forth the interest rate and other applicable fees and expenses that it would
charge to underwrite the New LP Financing on the terms set forth in the New LP
Financing Term Sheet. After receipt of the proposals (the "PROPOSALS"), New LP
(i) shall determine in its reasonable judgment which, if any, of the Proposals
conform to the specifications set forth in the New LP Financing Term Sheet (the
"CONFORMING PROPOSALS"), (ii) shall determine in its reasonable judgment which
of the Conforming Proposals or, if no Conforming Proposals are received, which
of the Proposals, offers financing at the lowest overall cost (taking into
account interest rate and all fees and expenses that would be payable by New LP)
to New LP (the "BASE LINE FINANCING") and (iii) shall select, in its sole
discretion, from among the Conforming Proposals, if there are



                                       19
<Page>

Conforming Proposals, or from among all of the Proposals, if there are no
Conforming Proposals, the Lender and the terms and conditions for the New LP
Financing (the "SELECTED FINANCING"); PROVIDED that the Selected Financing shall
in any event contain the Section 2.06(a) Terms. If the Selected Financing
offers, in the reasonable judgment of New LP, to provide financing at a higher
overall cost to New LP (taking into account interest rate and all fees and
expenses that would be payable by New LP) than the Base-Line Financing, then (x)
for the purposes of determining the "Rate Reduction Amount" pursuant to the New
LP Agreement, the annual rate of interest payable by New LP in respect of the
New LP Financing shall be deemed to be the rate of interest set forth in the
Base Line Financing and (y) the "Excess Financing Cost" hereunder shall be
deemed to be the fees and other costs and expenses (other than interest) payable
in respect of the Base Line Financing.

         SECTION 2.07. INITIAL CAPITAL ACCOUNTS. (a) Effective as of the
Closing, the amount of the capital account of the Company in New LP shall be
$1,150 million MINUS (i) if the H.O. Agreement shall not have been amended prior
to the Closing in the manner provided in Section 11.06, $38 million, or (ii) if
the H.O. Agreement shall have been amended prior to Closing in the manner
provided in Section 11.06 and the amendment requires payment by New LP, at any
time after the Closing Date, of an H.O. Cancellation Fee, the amount of the net
present value of the H.O. Cancellation Fee assuming a discount rate of 9.7% per
annum (as so adjusted, the "INITIAL COMPANY CAPITAL ACCOUNT").

         (b) Effective as of the Closing, the amount of the capital account of
the MGP Interest Holder shall be at least $10 million (the "INITIAL GENERAL
PARTNER CAPITAL ACCOUNT").

         (c) Effective as of the Closing, the amount of the capital account of
the Cellco LP Interest Holder shall be at least $1.4 billion (the "INITIAL
CELLCO LIMITED PARTNER CAPITAL ACCOUNT").

                                    ARTICLE 3

                       TRANSFER OF ASSETS AND LIABILITIES

         SECTION 3.01. ASSET CONTRIBUTION. Except as otherwise provided herein,
upon the terms and subject to the conditions of this Agreement, at the Closing
the Company will contribute, convey, transfer, assign and deliver ("CONTRIBUTE")
or cause to be Contributed to New LP, free and clear of all Liens, other than
Company Permitted Liens, all of the Company's and its Affiliates' right, title
and interest in, to and under the assets, properties and business, of every kind
and description (other than the Company Excluded Assets), wherever located,
real, personal or mixed,



                                       20
<Page>

tangible or intangible, owned, held, leased or used in the conduct of the
Business by the Company or any of its Affiliates as the same shall exist on the
Closing Date, including all assets shown on the Company Balance Sheet and not
disposed of in the ordinary course of business as permitted by this Agreement
from the date hereof until the Closing Date, and all assets of the Business
thereafter acquired by the Company or any of its Affiliates (such assets,
properties and businesses being the "COMPANY CONTRIBUTED ASSETS" and such
contribution the "COMPANY ASSET CONTRIBUTION"), and including, without
limitation, all right, title and interest of the Company and any of its
Affiliates in, to and under the following items insofar as they are held, used,
leased or operated in connection with the Business:

         (a) all real property and leases of, and other interests in, real
property used or held for use in the conduct of the Business (including, without
limitation, all Network Sites that constitute real property), in each case
together with all buildings, fixtures, and improvements erected thereon,
including without limitation all towers, transmission lines, antennas and
equipment shelters and the other items listed on Schedule 7.12(a);

         (b) all water lines, rights of way, uses, licenses, easements,
hereditaments, tenements and appurtenances relating to or used, directly or
indirectly, in the conduct of the Business;

         (c) all personal property and interests therein, including any Network
Sites that constitute personal property, machinery, equipment, furniture, office
equipment, cellular systems, cellular switches, cell site equipment, microwave
equipment and other communications equipment, test equipment, tools, vehicles,
storage tanks, spare and replacement parts, fuel and other tangible property,
including without limitation the items listed on Schedule 7.12(b);

         (d) all raw materials, work-in-process, finished goods, supplies and
other inventories (including cellular phones, pagers, accessories and spare
parts);

         (e) all rights under all contracts, agreements, leases, licenses,
franchises, commitments, sales and purchase orders and other instruments,
whether reduced to writing or in oral form (each, a "CONTRACT"), including
without limitation all subscriber contracts and other contracts to provide
services to customers in the Company Cellular Telephone System Areas, all
Contracts relating to the Network Sites, orders received which have not been
filled, roaming agreements, interconnection agreements, rights to use and
networking agreements and the other items listed on Schedule 7.09, but excluding
the Excluded Contracts (collectively, the "CONTRIBUTED CONTRACTS");



                                       21
<Page>

         (f) all accounts, notes and other receivables whether billed or
unbilled (including all proceeds of such receivables), including all other
negotiable instruments or other instruments and chattel paper and other
evidences of indebtedness and rights to receive payment of, or otherwise
relating to, the Business;

         (g) all security and other deposits, advance payments, deferred
charges, reserves and prepaid expenses, including but not limited to ad valorem
taxes, leases and rentals;

         (h) all of the Price Corporations' or any of their Affiliates', rights,
claims, credits, causes of action or rights of set-off against third parties
relating to the Business or the Company Contributed Assets, including, without
limitation, unliquidated rights under manufacturers' and vendors' warranties;

         (i) all Licensed Intellectual Property Rights and Owned Intellectual
Property Rights and including without limitation the items listed on Schedule
7.15;

         (j) all transferable licenses, permits, certificates of occupancy,
registrations, certificates of public convenience and necessity, approvals,
operating rights or other governmental authorizations affecting, or relating in
anyway to, the Business and all applications therefor, together with any
renewals, extensions or modifications thereof and additions thereto, including
without limitation the FCC Authorizations and the other items listed on Schedule
7.17(a);

         (k) all books, records, files and papers, whether in hard copy or
computer format, used in the Business, including, without limitation,
engineering information, sales and promotional literature, manuals and data,
sales and purchase correspondence, lists of present and former suppliers, lists
of present and former customers, personnel and employment records, and any
information relating to any Tax imposed on the Company Contributed Assets; and

         (l) all goodwill associated with the Business or the Company
Contributed Assets, together with the right to represent to third parties that
New LP is the successor to the Business.

         SECTION 3.02. COMPANY EXCLUDED ASSETS. New LP expressly understands and
agrees that the following assets and properties of the Price Corporations or
their Affiliates (the "COMPANY EXCLUDED ASSETS") shall be excluded from the
Company Contributed Assets:

         (a) the Excluded Contracts;




                                       22
<Page>

         (b) the lease of the real property situated at 45 Rockefeller Plaza,
New York, New York, 10020;

         (c) the lease of real property located at Saddlebrook; PROVIDED that
New LP shall sublease the premises from the lessee under such lease for a period
of one month from the Closing Date (provided such sublease is on the same
financial terms as in effect at the date hereof (as set forth on Schedule
7.12(a)));

         (d) except to the extent included in the Company Cash Contribution, all
of the Company's cash and cash equivalents on hand and in banks and all petty
cash located at the operating facilities of the Business;

         (e) the rights which accrue or will accrue to the Price Corporations
under this Agreement and the Ancillary Agreements;

         (f) any Company Contributed Assets sold or otherwise disposed of in the
ordinary course of business;

         (g) the Price Communications' Name Rights (except to the extent of the
rights granted to New LP and its Affiliates pursuant to Section 11.04);

         (h) the Giant Bear Agreement; and

         (i) any other assets of the Price Corporations or their Affiliates
other than the Company Contributed Assets.

         SECTION 3.03. COMPANY ASSUMED LIABILITIES. Upon the terms and subject
to the conditions of this Agreement, New LP agrees, effective at the time of the
Closing, to assume the following liabilities (the "COMPANY ASSUMED
LIABILITIES"):

         (a) all liabilities set forth on the Company Balance Sheet (or in the
notes to the Price Parent Third Quarter Balance Sheet insofar as they relate to
the Business) to the extent such liabilities are reflected in the calculation of
the Final Working Capital Amount; PROVIDED that any liability or obligation with
respect to Taxes shall be assumed only to the extent set forth in clause (e)
below;

         (b) all liabilities and obligations of the Company and its Affiliates
arising under the Contributed Contracts disclosed on Schedule 7.09 or 7.12 or
not required under the terms of Section 7.09 or 7.12 to be disclosed thereon
(other than liabilities or obligations attributable to any failure by such
Person to comply with the terms thereof); PROVIDED that any liability or
obligation with respect to Taxes shall be assumed only to the extent provided in
clause (e) below;



                                       23
<Page>

         (c) all liabilities (other than liabilities arising under Contributed
Contracts) incurred in the ordinary course of business, and not in violation of
this Agreement, after the Balance Sheet Date and any such liabilities incurred
before the Balance Sheet Date which were not, under generally accepted
accounting principles ("GAAP") consistently applied, required to be reflected in
the Company Balance Sheet; PROVIDED that any liability or obligation with
respect to Taxes shall be assumed only to the extent provided in clause (e)
below;

         (d) the Company Debt; and

         (e) all liabilities for Property Taxes set forth on the Final Closing
Balance Sheet but only to the extent such liabilities are reflected in the
calculation of the Final Working Capital Amount.

         SECTION 3.04. COMPANY EXCLUDED LIABILITIES. Notwithstanding any
provision in this Agreement or any other writing to the contrary, New LP is
assuming only the Company Assumed Liabilities and is not assuming any other
liability or obligation of the Price Corporations or their Affiliates (or any
predecessor of any such Person or any prior owner of all or part of their
businesses and assets) of whatever nature, whether presently in existence or
arising hereafter. All such other liabilities and obligations shall be retained
by and remain obligations and liabilities of the Price Corporations or an
Affiliate of the Price Corporations (all such liabilities and obligations not
being assumed being herein referred to as the "COMPANY EXCLUDED LIABILITIES"),
and, notwithstanding anything to the contrary in this Agreement and without
limiting the generality of the foregoing, none of the following shall be Company
Assumed Liabilities for the purposes of this Agreement:

         (a) except for liabilities or obligations with respect to Taxes assumed
under Section 3.03(e), any liability or obligation in respect of Taxes;

         (b) any liabilities or obligations for indebtedness for borrowed money
or financial guarantees incurred by the Price Corporations or any of their
Affiliates or secured by or otherwise relating to the Company Contributed Assets
(other than the Company Debt);

         (c) any liabilities or obligations of the Price Corporations or any of
their Affiliates relating to the Rollup Transaction (including, without
limitation, any action, suit, investigation or proceeding against or affecting
any Price Corporation before any court or arbitrator or any Governmental Entity
and relating to the Rollup Transaction), or to the execution, delivery and
consummation of this Agreement or to the consummation of the transactions
contemplated hereby, including, without limitation, the Company Asset
Contribution, the obtaining of all Required Consents, the calling and holding of
the meeting of the stockholders of Price Parent and the



                                       24
<Page>

preparation, filing and mailing of the Price Proxy Materials (including as set
forth in the letter agreement dated as of November 14, 2001 between Davis Polk &
Wardwell and Price Communications Corporation) as contemplated by Section 9.08,
and the fees payable to the Price Corporations' financial advisors as
contemplated by Section 7.18 or as disclosed on Schedule 7.18;

         (d) any liability, obligation or claim arising under the WARN Act, any
severance practice, plan or other arrangement of the Price Corporations or their
Affiliates in connection with any Excluded Employee and any claim regarding
eligibility or benefits under such practice, plan or arrangement; PROVIDED that
a portion of such liability, obligation or claim shall be reimbursed or paid by
New LP or Cellco in accordance with Sections 13.07, 13.08 or 11.05;

         (e) any liability for the Escheat Payment if the relevant abandoned or
unclaimed property was first proffered by the Company or any of its Affiliates
at least one year prior to the Closing Date;

         (f) any accrued bonus (other than a stay bonus) unpaid as of the
Closing Date in respect of the Transferred Employees (collectively, "ACCRUED
BONUS LIABILITY");

         (g) any liabilities or obligations relating to any other Company
Excluded Asset; and

         (h) any liability for the call center technology upgrade referred to in
the letter between the Company and New LP dated as of the date hereof relating
to such upgrade (the "CALL CENTER LETTER").

                                    ARTICLE 4

                            CELLCO ASSET CONTRIBUTION

         SECTION 4.01. CELLCO ASSET CONTRIBUTION. Except as otherwise provided
herein, upon the terms and subject to the conditions of this Agreement, at the
Closing, Cellco will Contribute, either directly or indirectly through one or
more of its Subsidiaries (the "CELLCO ASSET CONTRIBUTION"), to New LP, free and
clear of all Liens (other than Cellco Permitted Liens), all of the right, title
and interest of Cellco and/or any such Subsidiary in, to and under the Cellco
Contributed Interest, the Cellco Contributed Agreement (to the extent relating
to the Cellco Contributed Interest), the Cellco Contributed Note and the Cellco
Contributed Licenses (collectively, the "CELLCO CONTRIBUTED ASSETS").



                                       25
<Page>

         SECTION 4.02. CELLCO ASSUMED LIABILITIES. Upon the terms and subject to
the conditions of this Agreement, New LP agrees, effective at the time of the
Closing, to assume the Cellco Contributed License Liabilities and all
liabilities and obligations of Cellco and/or its Subsidiaries arising pursuant
to the terms of the Cellco Contributed Agreement (to the extent relating to the
Cellco Contributed Interest) (other than liabilities or obligations attributable
to any failure by Cellco and/or its Subsidiaries to comply with the terms of the
Cellco Contributed Licenses or the Cellco Contributed Agreement) (the "CELLCO
ASSUMED LIABILITIES").

         SECTION 4.03. CELLCO EXCLUDED LIABILITIES. Notwithstanding any
provision in this Agreement or any other writing to the contrary, New LP is
assuming only the Cellco Assumed Liabilities and is not assuming any other
liability or obligation of Cellco or its Subsidiaries (or any predecessor of any
such Person or any prior owner of all or part of the Cellco Contributed Assets)
of whatever nature, whether presently in existence or arising hereafter. All
such other liabilities and obligations shall be retained by and remain
obligations and liabilities of Cellco or its Subsidiaries (all such liabilities
and obligations not being assumed being herein referred to as the "CELLCO
EXCLUDED LIABILITIES").

                                    ARTICLE 5

                       ASSIGNMENT OF CONTRACTS AND RIGHTS

         SECTION 5.01. ASSIGNMENT OF CONTRACTS AND RIGHTS. Anything in this
Agreement to the contrary notwithstanding, this Agreement shall not constitute
an agreement to assign any Contributed Asset or any claim or right or any
benefit arising thereunder or resulting therefrom if such assignment, without
the necessary consent of a third party, would constitute a breach or other
contravention of such Contributed Asset or in any way adversely affect the
rights of New LP, any of the Price Corporations or any of their Affiliates, or
Cellco or any of its Subsidiaries thereunder. Each of the Price Corporations and
its Affiliates (with respect to the Company Contributed Assets) and Cellco and
its Subsidiaries (with respect to the Cellco Contributed Assets) (in each case,
the "RELEVANT PARTY") will use their best efforts (but without any payment of
money by the Relevant Party or New LP) to obtain the consent of any third party
or Governmental Entity, if any, required in connection with the assignment of
any such Contributed Asset to New LP or any claim or right or any benefit
arising thereunder or resulting therefrom. If such consent is not obtained, or
if an attempted assignment thereof would be ineffective or would adversely
affect the rights of the Relevant Party or New LP so that New LP would not in
fact receive all such rights, and, notwithstanding Section 14.02 (if
applicable), New LP determines to consummate the Closing, then the Relevant
Party and New LP will cooperate in a mutually agreeable arrangement under which
New



                                       26
<Page>

LP would obtain the benefits and assume the obligations thereunder (other than
any Excluded Liabilities) in accordance with this Agreement, including
sub-contracting, sub-licensing, or sub-leasing to New LP, or under which the
Relevant Party would enforce for the benefit of New LP, with New LP assuming the
Relevant Party's obligations, any and all rights of the Relevant Party against a
third party thereto. To the extent the benefits therefrom and obligations
thereunder have not been provided by alternate arrangements satisfactory to New
LP and the Relevant Party, the Relevant Party and New LP shall negotiate, in
good faith, and make an adjustment to the Initial Company Capital Account or the
Initial Cellco Limited Partner Capital Account, as the case may be, in an amount
necessary to reflect the fact that the assignment contemplated by this Agreement
was not made. If the Relevant Party shall receive at any time any monies in
respect of a Contributed Asset and New LP shall not be in default with respect
to any alternative arrangement relating to such Contributed Asset, the Relevant
Party will pay or cause its Affiliate to pay promptly such monies to New LP. The
obligations of the parties, pursuant to this Section 5.01 shall continue for as
long as necessary to provide to New LP the benefit and cause New LP to assume
the obligations under the Contributed Assets not assigned and to negotiate and
make any adjustment to the Initial Company Capital Account or the Initial Cellco
Limited Partner Account, as the case may be. Notwithstanding anything to the
contrary, the provisions of this Section 5.01 shall not apply to the Cellco
Contributed Assets in the event of the failure to obtain any Cellco Credit
Agreement Consent.

                                    ARTICLE 6

                                   THE CLOSING

         SECTION 6.01. THE CLOSING. The closing (the "CLOSING") of the Asset
Contributions, the Cash Contributions, the assumption of the Assumed
Liabilities, the purchase of the Senior Subordinated Notes pursuant to the
Senior Subordinated Notes Offer, the defeasance of the Subordinated Defeased
Debt, if any, and the consummation of the Secured Debt Defeasance hereunder
shall take place at the offices of Davis Polk & Wardwell, 450 Lexington Avenue,
New York, New York, as soon as possible, but in no event later than 10 days,
after satisfaction of the conditions set forth in Article 14, or at such other
time or place as New LP and the Price Corporations may agree; PROVIDED that the
Closing may not be delayed by any party if the delay is a result of a breach by
such party of its obligations hereunder. At the Closing:

                  (a) the Price Corporations and New LP shall enter into an
         Assignment and Assumption Agreement reflecting the terms and conditions
         set forth in Article 3, and the Price Corporations shall deliver to New
         LP such



                                       27
<Page>

         warranty deeds, bills of sale, endorsements, consents, assignments and
         other good and sufficient instruments of conveyance and assignment as
         the parties and their respective counsel shall deem reasonably
         necessary or appropriate to vest in New LP all right, title and
         interest in, to and under the Company Contributed Assets;

                  (b) Cellco (and/or any of its Subsidiaries that participate in
         the Cellco Asset Contribution) and New LP shall enter into an
         Assignment and Assumption Agreement reflecting the terms and conditions
         set forth in Article 4, and Cellco (and/or such Subsidiaries) shall
         deliver to New LP such warranty deeds, bills of sale, endorsements,
         consents, assignments and other good and sufficient instruments of
         conveyance and assignment as are reasonably necessary or appropriate to
         vest in New LP all right, title and interest in, to and under the
         Cellco Contributed Assets;

                  (c) The Company shall pay to New LP the Company Cash
         Contribution Amount in immediately available funds by wire transfer to
         an account of New LP designated by New LP, by notice to the Company,
         not later than two business days prior to the Closing Date (the making
         of such payment, the "COMPANY CASH CONTRIBUTION").

                  (d) Cellco shall pay to New LP, either directly or indirectly
         through one or more of its Subsidiaries, the Cellco Cash Contribution
         Amount in immediately available funds by wire transfer to an account of
         New LP designated by New LP, by notice to Cellco, not later than two
         business days prior to the Closing Date (the "CELLCO CASH
         CONTRIBUTION").

                  (e) The MGP Interest Holder, the Cellco LP Interest Holder and
         the Company shall enter into the New LP Agreement;

                  (f) New LP shall accept for payment and pay for all Senior
         Subordinated Notes validly tendered and not withdrawn pursuant to the
         Senior Subordinated Notes Offer;

                  (g) the Supplemental Indenture, if any, shall be executed;

                  (h) New LP and the Company shall consummate the Subordinated
         Debt Defeasance, if necessary; and

                  (i) New LP and the Company shall consummate the Secured Debt
         Defeasance.




                                       28
<Page>

         SECTION 6.02. FINAL CLOSING BALANCE SHEET AND CLOSING WORKING CAPITAL
AMOUNT. (a) As promptly as practicable, but no later than 90 days after the
Closing Date, New LP will cause to be prepared and delivered to the Price
Corporations the balance sheet of the Business immediately prior to the Closing
(the "FINAL CLOSING BALANCE SHEET") and a certificate based thereon setting
forth New LP's calculation of the Closing Working Capital Amount. For purposes
hereof, the "CLOSING WORKING CAPITAL AMOUNT" shall equal (i) current assets
(excluding current assets in respect of Taxes other than current assets for
prepaid Property Taxes that are allocated to the Post-Closing Tax Period under
Section 12.03(b)) as set forth on such Final Closing Balance Sheet MINUS (ii)
current liabilities (including, without limitation, any unpaid accrued salary,
vacation or other compensation or benefit (other than any Accrued Bonus
Liability) as of the Closing Date in respect of Transferred Employees, but
excluding current liabilities in respect of Taxes other than current liabilities
for Property Taxes that are allocated to the Pre-Closing Tax Period under
Section 12.03(b)) as set forth on such Final Closing Balance Sheet. The Final
Closing Balance Sheet shall be prepared by New LP in good faith and shall (x)
fairly present the financial position of the Business as of the Closing Date in
accordance with GAAP applied on a basis consistent with those principles used in
the preparation of the Company Balance Sheet, (y) include line items
substantially consistent with those in the Company Balance Sheet, and (z) be
prepared in accordance with accounting policies and practices consistent with
those used in the preparation of the Company Balance Sheet; PROVIDED that (1)
the Final Closing Balance Sheet shall not include as an asset all or any portion
of the Cellco Cash Contribution Amount, the Company Cash Contribution Amount or
the proceeds of the New LP Financing, (2) the Final Closing Balance Sheet shall
not include as a liability all or any portion of the Company Debt (including any
accrued interest thereon), any costs or expenses arising in connection with the
Senior Secured Notes Redemption, the Senior Subordinated Notes Offer, the Senior
Secured Debt Defeasance or the Subordinated Debt Defeasance (including any
premium in excess of principal and accrued interest to purchase the Senior
Subordinated Notes pursuant to the Senior Subordinated Notes Offer or to redeem
the Senior Secured Notes pursuant to the Senior Secured Notes Redemption), any
cost or expenses (including any H.O. Cancellation Fee) relating to the
amendments and modifications to the H.O. Agreement contemplated by Section 11.06
or to the BCG Agreement, or any Excess Financing Cost or any liability for the
upgrade to the call center contemplated by the Call Center Letter, and (3) the
Final Closing Balance Sheet shall include, as a current liability, a reserve
against prepaid revenues determined in accordance with GAAP (the "GAAP
ACCRUAL"). The parties hereto agree that the calculation set forth in Exhibit F
hereto reflects the intention of the parties with respect to the calculation of
the Final Working Capital Amount based on the hypothetical facts set forth in
such Exhibit F.



                                       29
<Page>

          (b) If the Price Corporations disagree with New LP's calculation of
the Closing Working Capital Amount delivered pursuant to Section 6.02(a), the
Price Corporations may, within 20 calendar days after delivery of the documents
referred to in Section 6.02(a), deliver a notice to New LP disagreeing with such
calculation and setting forth the Price Corporations' calculation of such
amount. Any such notice of disagreement shall specify those items or amounts as
to which the Price Corporations disagree, and the Price Corporations shall be
deemed to have agreed with all other items and amounts contained in the Final
Closing Balance Sheet and the calculation of the Closing Working Capital Amount
delivered pursuant to Section 6.02(a).

          (c) If a notice of disagreement shall be delivered pursuant to Section
6.02(b), New LP and the Price Corporations shall, during the 30 calendar days
following such delivery, use their best efforts to reach agreement on the
disputed items or amounts in order to determine, as may be required, the amount
of the Closing Working Capital Amount, which amount shall not be less than the
amount thereof shown in New LP's calculations delivered pursuant to Section
6.02(a) nor more than the amount thereof shown in the Price Corporations'
calculation delivered pursuant to Section 6.02(b). If, during such period, New
LP and the Price Corporations are unable to reach such agreement, they shall
promptly thereafter cause independent accountants of nationally recognized
standing reasonably satisfactory to New LP and the Price Corporations, promptly
to review this Agreement and the disputed items or amounts for the purpose of
calculating the Closing Working Capital Amount. In making such calculation, such
independent accountants shall consider only those items or amounts in the Final
Closing Balance Sheet or New LP's calculation of the Closing Working Capital
Amount as to which the Price Corporations have disagreed. Such independent
accountants shall deliver to New LP and the Price Corporations, as promptly as
practicable, a report setting forth such calculation. Such report shall be final
and binding upon New LP and the Price Corporations. The fees and expenses of
such independent accountants shall be borne (i) by Cellco if the difference
between the Closing Working Capital Amount as calculated by such accountants and
New LP's calculation thereof delivered pursuant to Section 6.02(a) (the "NEW LP
DIFFERENCE") exceeds the difference between the Closing Working Capital Amount
as calculated by such accountant and the Price Corporations' calculation thereof
delivered pursuant to Section 6.02(b) (the "PRICE CORPORATIONS' DIFFERENCE");
(ii) by the Price Corporations, if the Price Corporations' Difference exceeds
New LP's Difference; and (iii) otherwise equally by the Price Corporations, on
the one hand, and New LP, on the other hand.

          (d) New LP and the Price Corporations agree that they will, and agree
to cause their respective Affiliates, independent accountants and (in the case
of the Price Corporations) the Company to, cooperate and assist in the
preparation of the Final Closing Balance Sheet and the calculation of the
Closing Working Capital



                                       30
<Page>

Amount and in the conduct of the audits and reviews referred to in this Section,
including without limitation, the making available to the extent necessary of
books, records, work papers and personnel.

         SECTION 6.03. FINAL WORKING CAPITAL AMOUNT. If the Final Working
Capital Amount is a positive number and is less than or equal to $5 million, New
LP shall promptly pay such amount to the Company in immediately available funds.
If the Final Working Capital Amount is a positive number and is greater than $5
million, New LP shall promptly pay $5 million to the Company in immediately
available funds and the Company Capital Account shall be increased by the amount
of the Final Working Capital Amount in excess of $5 million. If the Final
Working Capital Amount is a negative number, the Company Capital Account shall
be decreased by an amount equal to the Final Working Capital Amount.

                                    ARTICLE 7

            REPRESENTATIONS AND WARRANTIES OF THE PRICE CORPORATIONS

         Each of the Price Corporations represent and warrant, jointly and
severally, to Cellco and New LP as of the date hereof and as of the Closing Date
that:

         SECTION 7.01. EXISTENCE AND POWER. Each of the Price Corporations is
duly organized, validly existing and in good standing under the laws of its
jurisdiction of organization and has all corporate or partnership, as
applicable, powers and all necessary governmental licenses, authorizations,
permits, consents and approvals required to carry on its business as now
conducted, except for such failures which would not, individually or in the
aggregate, have or reasonably be expected to have a Material Adverse Effect.
Each of the Price Corporations is duly qualified to do business as a foreign
corporation or foreign partnership, as the case may be, and is in good standing
in each jurisdiction where such qualification is necessary, except for those
jurisdictions where failure to be so qualified will not have, and would not
reasonably be expected to have, individually or in the aggregate, a Material
Adverse Effect. The Company does not have any Subsidiaries and does not own any
capital stock or other voting securities or ownership interests in any Person.

         SECTION 7.02. AUTHORIZATION. (a) The execution, delivery and
performance by each of the Price Corporations of this Agreement and each of the
Ancillary Agreements to which it is a party and the consummation of the
transactions contemplated hereby and thereby are within each of the Price
Corporations' corporate powers and, except for the required approval of Price
Parent's stockholders in connection with the transactions contemplated to occur
on the Closing Date pursuant to this Agreement and other than the VWI Exchange,
have been duly



                                       31
<Page>

authorized by all necessary corporate action on the part of each of the Price
Corporations. The (i) affirmative vote of the holders of two-thirds of the
outstanding shares of the common stock, $0.01 par value, of Price Parent and
(ii) the approval of each of the Price Corporations other than Price Parent, as
the sole shareholder of another Price Corporation (all of which have been
obtained) are the only actions required by the stockholders of any of the Price
Corporations or any of their Affiliates in connection with the transactions
contemplated by this Agreement and the Ancillary Agreements to which it is a
party (other than the VWI Exchange). This Agreement and each of the Ancillary
Agreements to which it is a party constitutes a valid and binding agreement of
each of the Price Corporations enforceable against each of them in accordance
with its terms, except as such enforceability may be limited by bankruptcy laws
and other similar laws affecting creditors' rights generally, and except that
the remedy of specific performance and injunctive relief and other forms of
equitable relief may be subject to equitable defenses and to the discretion of
the court before which any proceeding therefor may be brought.

         (b) At a meeting duly called and held, Price Parent's Board of
Directors has (i) unanimously determined that this Agreement, the Ancillary
Agreements and the transactions contemplated hereby and thereby (other than the
VWI Exchange) are fair to and in the best interests of Price Parent's
stockholders, (ii) unanimously approved and adopted this Agreement, the
Ancillary Agreements and the transactions contemplated hereby and thereby (other
than the VWI Exchange) and (iii) unanimously resolved (subject to Section 9.09)
to recommend approval and adoption of this Agreement and the Ancillary
Agreements by Price Parent's stockholders.

         SECTION 7.03. GOVERNMENTAL AUTHORIZATION. The execution, delivery and
performance by each of the Price Corporations of this Agreement and each of the
Ancillary Agreements to which it is a party and the consummation by each of the
Price Corporations of the transactions contemplated hereby and thereby require
no action by or in respect of, or filing with, any Governmental Entity,
domestic, foreign or supranational, other than (i) compliance with the
requirements of the HSR Act, (ii) the filing with the SEC of the Price Proxy
Materials in definitive form, (iii) the filing and declaration by the SEC of the
effectiveness of the VCI Registration Statement and the VWI Registration
Statement (if any), (iv) the filing of any certificates of amendment of limited
partnership and any other documents required to be filed with the Secretary of
the State of Delaware, (v) compliance with any other applicable securities laws,
(vi) compliance with the applicable requirements of the Communications Act, and
(vii) such actions or filings the absence of which would not, individually or in
the aggregate, prevent any Price Corporation from performing its respective
obligations under this Agreement or any Ancillary Document to which it is a
party in any material respect, and will not have and would not reasonably be
expected to have, individually or in the aggregate, a Material Adverse Effect.



                                       32
<Page>

         SECTION 7.04. NONCONTRAVENTION. The execution, delivery and performance
by each of the Price Corporations of this Agreement and the consummation of the
transactions contemplated hereby and thereby do not and will not (i) violate the
certificate of incorporation, bylaws or other organizational documents of any of
the Price Corporations, (ii) assuming compliance with the matters referred to in
Section 7.03, violate any applicable law, rule, regulation, judgment,
injunction, order or decree applicable to any of the Price Corporations or by
which any of their respective properties or assets are bound, (iii) assuming
that the consents referred to in Schedule 7.05(a) are obtained and remain in
full force and effect, constitute a default under or give rise to any right of
termination, cancellation or acceleration of any right or obligation of New LP
or to a loss of any benefit relating to the Business to which any of the Price
Corporations is entitled under any provision of any agreement or other
instrument binding upon any of the Price Corporations or by which any of the
Company Contributed Assets is or may be bound or (iv) result in the creation or
imposition of any Lien on any Company Contributed Asset, except in the case of
clauses (ii), (iii) and (iv) above, such violations or defaults that will not
have, and would not reasonably be expected to have, individually or in the
aggregate, a Material Adverse Effect.

         SECTION 7.05. REQUIRED AND OTHER CONSENTS. (a) Schedule 7.05(a) sets
forth each Contract binding upon any of the Price Corporations or any of their
Affiliates that is material to the operation or utilization of any Network Site
(or any interest of any of the Price Corporations or any such Affiliate therein)
and that requires a consent or other action by, or prior notice to, any Person
as a result of the execution, delivery and performance by any of the Price
Corporations of this Agreement or any Ancillary Agreement to which any of such
Persons is a party, and identifies the consent or action required by such Person
(such consents or other actions, the "NETWORK CONSENTS", and such prior notices,
the "NETWORK NOTICES").

         (b) Schedule 7.05(b) sets forth each Contract or Permit (other than
Contracts subject to Section 7.05(a)) binding upon or providing benefits to any
of the Price Corporations or any of their Affiliates that requires a consent or
other action by, or prior notice to, any Person as a result of the execution,
delivery and performance by any of the Price Corporations of this Agreement or
any Ancillary Agreement to which any of such Persons is a party and identifies
the consent or action required by such Person, except such consents, actions or
notices as will not have, and would not reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect if not received or
taken by the Closing Date (such consents or other actions, the "OTHER CONSENTS"
and such prior notices, together with the Network Notices, the "REQUIRED
NOTICES").

         SECTION 7.06. FINANCIAL STATEMENTS. (a) The unaudited balance sheets as
of December 31, of each of the three most recent fiscal years ended prior to the
Closing



                                       33
<Page>

Date and the related unaudited statements of income for each such years and the
unaudited interim balance sheet as of the close of the most recent fiscal
quarter ended prior to the Closing Date (the "INTERIM BALANCE SHEET DATE") and
the related unaudited interim statements of income for the year to date period
ended on the Interim Balance Sheet Date for the Business fairly present, in
conformity with GAAP applied on a consistent basis (except as may be indicated
in the notes thereto), the financial position of the Business as of the dates
thereof and its results of operations for the periods then ended (subject to
normal year-end adjustments and the absence of footnotes, in the case of any
unaudited interim financial statements).

         (b) The Company Balance Sheet fairly presents in conformity with GAAP
applied on a consistent basis (except as may be indicated in the notes to the
Price Parent Third Quarter Balance Sheet), the consolidated financial position
of the Company as of September 30, 2001 (subject to normal year-end adjustments
and the absence of footnotes complying with GAAP, in the case of any unaudited
interim financial statements).

         SECTION 7.07. ABSENCE OF CERTAIN CHANGES. Since the Balance Sheet Date,
except as otherwise contemplated by this Agreement, the Business has been
conducted in the ordinary course consistent with past practices and there has
not been:

         (a) from the Balance Sheet Date to the date of this Agreement, any
event, occurrence, development or state of circumstances or facts which,
individually or in the aggregate, has had, will have or would reasonably be
expected to have a Material Adverse Effect;

         (b) any incurrence, assumption or guarantee by any of the Price
Corporations or any of their Affiliates of any indebtedness for borrowed money
or any other long-term liabilities with respect to the Business;

         (c) any creation or other incurrence of any Lien on any Company
Contributed Asset other than (i) in the ordinary course of business consistent
with past practices or (ii) Company Permitted Liens;

         (d) any damage, destruction or other casualty loss (whether or not
covered by insurance) affecting the Business or any Company Contributed Asset
which, individually or in the aggregate, has had, will have or would reasonably
be expected to have a Material Adverse Effect;

         (e) any transaction or commitment made, or any contract or agreement
entered into, by any of the Price Corporations or any of their Affiliates
relating to the Business or any Company Contributed Asset (including the
acquisition or disposition



                                       34
<Page>

of any assets) or any relinquishment by any of the Price Corporations or any of
their Affiliates of any contract or other right, in any case described in this
paragraph (e), material to the Business, other than transactions, commitments,
contracts, agreements or relinquishments in the ordinary course of business
consistent with past practices and those contemplated by this Agreement;

         (f) any change in any method of accounting or accounting practice by
the Price Corporations with respect to the Business except for any such change
after the date hereof required by reason of a concurrent change in GAAP;

         (g) except as contemplated by Section 13.07, any (i) employment,
deferred compensation, severance, retirement or other similar agreement entered
into with any officer of the Business (or any amendment to any such existing
agreement), (ii) grant of any severance or termination pay to any officer of the
Business or (iii) change in compensation or other benefits payable to any
officer of the Business pursuant to any severance or retirement plans or
policies thereof, other than, in the case of this clause (iii), in the ordinary
course of business consistent with past practice;

         (h) except as contemplated by Section 13.07, any (i) employment,
deferred compensation, severance, retirement or other similar agreement entered
into with any Business Employee other than an officer of the Business (or any
amendment to any such existing agreement), (ii) grant of any severance or
termination pay to any Business Employee other than an officer of the Business
or (iii) change in compensation or other benefits payable to any Business
Employee other than an officer of the Business, except (in the case of clauses
(i), (ii) and (iii) above) pursuant to any severance or retirement plans or
policies thereof or in the ordinary course of business consistent with past
practice;

         (i) any labor dispute, other than routine individual grievances, or any
activity or proceeding by a labor union or representative thereof to organize
any Business Employees, who were not subject to a collective bargaining
agreement at the Balance Sheet Date, or any lockouts, strikes, slowdowns, work
stoppages or threats thereof by or with respect to the Business Employees; or

         (j) other than the Projected Capital Expenditures, any capital
expenditure, or commitment for a capital expenditure, for additions or
improvements to property, plant and equipment in each case in connection with
the Business.

         SECTION 7.08. NO UNDISCLOSED MATERIAL LIABILITIES. There are no
liabilities of the Business of any kind whatsoever, whether accrued, contingent,
absolute, determined, determinable or otherwise, and, to the knowledge of the
Price Corporations there is no existing condition, situation or set of
circumstances which will, or could reasonably be expected to, result in such a
liability, other than:



                                       35
<Page>

         (a) current liabilities provided for in the Company Balance Sheet (or
in the notes to the Price Parent Third Quarter Balance Sheet insofar as they
relate to the Business);

         (b) liabilities incurred in the ordinary course of business since the
Balance Sheet Date or prior to the Balance Sheet Date if such liabilities are
not of a type that would have been required under GAAP consistently applied, to
be set forth in the Company Balance Sheet (including the notes thereto);

         (c) liabilities disclosed on Schedule 7.08 and 7.19(a); and

         (d) other undisclosed liabilities which, individually and in the
aggregate, are not material to the Business or which constitute current
liabilities that will appear on the Final Closing Balance Sheet.

         SECTION 7.09. MATERIAL CONTRACTS. (a) Except as disclosed in Schedule
7.05(b), 7.09(a), 7.12(a) or 7.15, or otherwise contemplated or permitted by
this Agreement, neither any of the Price Corporations nor the Business, is a
party to or bound by any of the following which constitute a Contract:

                  (i) any (x) lease relating to any Network Site or any other
         real property or (y) other lease providing for annual rentals of
         $250,000 or more;

                  (ii) any agreement for the purchase of materials, supplies,
         goods, services, equipment or other assets providing for either (A)
         annual payments by the Business of $250,000 or more or (B) aggregate
         payments by the Business of $500,000 or more over the term of the
         agreement;

                  (iii) any sales, distribution or other similar agreement
         relating to the sale by the Business of materials, supplies, goods,
         services, equipment or other assets that provides for either (A) annual
         payments to the Business of $250,000 or more, (B) aggregate payments to
         the Business of $500,000 or more over the term of the agreement;

                  (iv) any partnership, joint venture, stockholder or other
         similar agreement or arrangement;

                  (v) any agreement relating to the acquisition or disposition
         of any business (whether by merger, sale of stock, sale of assets or
         otherwise);

                  (vi) any agreement relating to indebtedness for borrowed
         money, the deferred purchase price of property (in either case, whether
         incurred, assumed, guaranteed or secured by any asset) or other
         long-term liabilities,



                                       36
<Page>

         except any such agreement with respect to the Company Debt, including
         the Secured Defeased Debt and the Subordinated Defeased Debt;

                  (vii) any option, license, franchise or similar agreement;

                  (viii) any agency, dealer, outside sales representative,
         marketing or other similar agreement other than any such agreement
         terminable on no more than 60 days' notice without any penalty or
         further obligation on the part of the Business;

                  (ix) any agreement that limits the freedom of the Business to
         compete in any line of business or with any Person or in any area or to
         own, operate, sell, transfer, pledge or otherwise dispose of or
         encumber any Company Contributed Asset or which would so limit the
         freedom of New LP or any of its Affiliates after the Closing Date or
         that grants to any Person any exclusive rights with respect to the
         Business or any portion thereof;

                  (x) any agreement with or for the benefit of any Affiliate of
         any of the Price Corporations;

                  (xi) any agreement, contract or commitment for any charitable
         or political contribution;

                  (xii) any license, franchise, distributorship or other
         agreement which relates in whole or in part to any Intellectual
         Property Rights of or used by any of the Price Corporations or any of
         their Affiliates in the conduct of operating the cellular
         telecommunications systems in the Company Cellular Telephone System
         Areas;

                  (xiii) any interconnection, toll, long distance or air to
         ground service agreement relating to the operation of the Business;

                  (xiv) any agreement or commitment for any capital expenditure
         or leasehold improvement relating to the Business in excess of $250,000
         annually, or providing for aggregate payments of $500,000;

                  (xv) any agreement granting power of attorney to any other
         Person;

                  (xvi) any confidentiality or non-disclosure agreement pursuant
         to which any of the Price Corporations have agreed to keep confidential
         information obtained from any other Person or which is related to the
         Company Contributed Assets, other than the No-Shop Agreement;



                                       37
<Page>

                  (xvii) any reseller agreement;

                  (xviii) any roaming agreement (x) not terminable upon 60 days
         prior notice without penalty or other obligation on the part of the
         Business or (y) with respect to which the Business is obligated to
         direct roaming traffic to a particular carrier in preference to
         another;

                  (xix) any agreement relating to wireless data not terminable
         upon 30 days prior notice without penalty or other obligation on the
         part of the Business; or

                  (xx) any other agreement, commitment, arrangement,
         understanding or plan not made in the ordinary course of business.

         (b) Each Contract disclosed in any Schedule to this Agreement or
required to be disclosed pursuant to this Agreement (each a "SCHEDULED
CONTRACT") is a valid and binding agreement of the Company, or its Affiliate
which is a party thereto, and is in full force and effect except to the extent
they have previously expired in accordance with their terms, and none of the
Price Corporations or any of their Affiliates or, to the knowledge of the Price
Corporations, any other party thereto is in default or breach in any material
respect under the terms of any Scheduled Contract, and, to the knowledge of the
Price Corporations, no event or circumstance has occurred that, with notice or
lapse of time or both, would constitute such a breach or default, provided that
the representations and warranties in this sentence above with respect to said
other parties are made only as of the date of this Agreement. True and complete
copies of each Scheduled Contract that is in writing and an accurate summary
written of each oral Scheduled Contract have been delivered to New LP. Except as
set forth on Schedule 7.09(b) as of the date or this Agreement, none of the
Price Corporations, has knowledge that any counterparty to any Scheduled
Contract intends to cancel or otherwise adversely modify its relationship with
the Business or to decrease significantly or limit its purchases, services,
supplies or materials from or to the Business as a result of the Contemplated
Transactions or otherwise not in the ordinary course of business, except such
cancellations, modifications, decreases and limits as will not have, and would
not reasonably be expected to have, individually or in the aggregate, a Material
Adverse Effect.

         (c) Set forth on Schedule 7.09(c) is a true and complete copy of all
forms of Contract adopted since October 1998 and in effect as of the date of
this Agreement that govern the Business' provision of cellular service to its
current customers, together with a statement of the period during which each
such form was used by the Business to add new customers. Except as disclosed on
Schedule 7.09(c), all Contracts entered into by any Price Corporation or
otherwise relating to the Business based on any such form (including those not
required to be listed on any Schedule to



                                       38
<Page>

this Agreement because of the amount of such Contract) are valid, in full force
and effect, binding upon the Price Corporations (or the Affiliate thereof which
is a party thereto) and, to the knowledge of the Price Corporations, the other
parties thereto, except to the extent they have previously expired in accordance
with their terms. Except for late payments by customers that are accurately
reflected in the books of account of the Business, none of the Price
Corporations (or the Affiliate thereof which is a party thereto), nor to the
knowledge of the Price Corporations, any other party thereto (as of the date of
this Agreement), is in default under any of them, nor, to the knowledge of the
Price Corporations, does any condition exist as of the date of this Agreement
that, with notice or lapse of time or both, would constitute such a default,
except for defaults which will not have, and would not reasonably be expected to
have individually or in the aggregate, a Material Adverse Effect. Each Contract
constituting a customer activation agreement relating to the Business entered
into by the Price Corporations since January 1, 1998 is in one of the forms set
forth in Schedule 7.09(c).

         (d) All of the Licensing Agreements between the Cellular One Group and
the Company have five year terms and provide for at least one additional five
year renewal term (subject to the terms of such agreements) commencing on the
effective date of each such agreement, and have assignment and termination
provisions (including without limitation termination notice and penalty
provisions) substantially identical to those contained in the License Agreement
between the Cellular One Group and Price Communications Wireless II, Inc. dated
as of April 18, 1999.

         SECTION 7.10. LITIGATION. (a) Except as set forth on Schedule 7.10(a),
as of the date of this Agreement, there is no action, suit, investigation,
proceeding, claim, charge or audit (each, an "ACTION") (and there is no event,
occurrence or state of facts or circumstances that will be, or would reasonably
be expected to be a basis therefore) pending against, or to the knowledge of any
of the Price Corporations, threatened against or affecting, the Business or any
Company Contributed Asset before any court or arbitrator or any Governmental
Entity which, (i) individually, if determined or resolved adversely in
accordance with the plaintiff's demands, will result in, or could reasonably be
expected to result in, a liability to the Business of $100,000 or more, or
collectively, if so determined or resolved, will result in, or could reasonably
be expected to result in a liability to the Business of, or otherwise adversely
affect the Business by, $1,000,000 or more, (ii) which in any manner challenges
or seeks to prevent, enjoin, alter or materially delay the transactions
contemplated by this Agreement and the Ancillary Agreements, or (iii) would
otherwise materially adversely affect the Business.

         (b) As of the date of this Agreement, Schedule 7.10(b) lists all civil
fines, penalties, and any orders, writs, judgments, injunctions, decrees,
determinations, or other awards of any courts or other Governmental Entities
(collectively



                                       39
<Page>

"JUDGMENTS"), which have been imposed or levied against any of the Price
Corporations or any of their Affiliates relating in any way, in whole or in
part, to the Business which remain unsatisfied and all such material Judgments
imposed or levied since January 1, 1998, which have been satisfied, in each
case, together with all material settlements by any of the Price Corporations or
any of their Affiliates of any legal claims actually brought or threatened
against any of the Price Corporations or any of their Affiliates, or to which
any of the Price Corporations or any of their Affiliates or any of the Company
Contributed Assets has or may become subject.

         SECTION 7.11. COMPLIANCE WITH LAWS AND COURT ORDERS. (a) None of the
Price Corporations or any of their Affiliates is in violation of, and to the
knowledge of the Price Corporations, is not under investigation with respect to
and has not been threatened to be charged with or given notice of any violation
of, any law, rule, regulation, judgment, injunction, order or decree applicable
to the Company Contributed Assets or the conduct of the Business, except for
such violations which will not have, and would not reasonably be expected to
have, individually and in the aggregate, a Material Adverse Effect.

         (b) Each handset sold by any of the Price Corporations in connection
with the Business is, and at all times up to and including the sale thereof, has
been in compliance with all applicable FCC laws, rules and regulations.

         SECTION 7.12. PROPERTIES. (a) Schedule 7.12(a) correctly describes as
of the date of this Agreement all real property used or held for use in the
Business included in the Company Contributed Assets (the "REAL PROPERTY"), which
the Price Corporations or an Affiliate thereof owns, leases, operates or
subleases and any Liens thereon, specifying in the case of leases or subleases,
the name of the lessor or sublessor, the lease term (including renewal terms)
and basic annual rent.

         (b) Schedule 7.12(b) correctly describes, as of September 30, 2001, all
material personal property used or held for use in the Business included in the
Company Contributed Assets (other than inventory held for sale in the ordinary
course of business), including, without limitation, machinery, equipment,
furniture, cellular systems, cellular switches, cell site equipment, mobile
switching offices, microwave equipment and other communications equipment, which
the Price Corporations or an Affiliate thereof owns, leases or subleases, and
any material Liens thereon (except any Company Permitted Liens), specifying in
the case of leases or subleases, the name of the lessor or sublessor, the lease
term and basic annual rent.

         (c) The Price Corporations or an Affiliate thereof have good and
marketable, indefeasible, fee simple title to, or in the case of leased Real
Property or personal property have valid leasehold interests in, all of the
Network Sites and in all other Company Contributed Assets (whether real,
personal, tangible or intangible)



                                       40
<Page>

reflected on the Company Balance Sheet or acquired after the Balance Sheet Date,
except for properties and assets sold since the Balance Sheet Date in the
ordinary course of business consistent with past practices as permitted by
Section 9.01 and except where, with respect to Company Contributed Assets, other
than Network Sites, the failure to have such good title or valid leasehold
interests will not have, and would not reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect. No Company
Contributed Asset is subject to any Lien, except:

                  (i) Liens disclosed on the Company Balance Sheet or in the
         notes to the Price Parent Third Quarter Balance Sheet insofar as they
         relate to the Business;

                  (ii) Liens for taxes not yet due; or

                  (iii) Liens which do not materially detract from the value of
         such Contributed Asset, or materially interfere with any present or
         intended use of such Company Contributed Asset (clauses (i) - (iii) of
         this Section 7.12(c) are, collectively, the "COMPANY PERMITTED LIENS").

         (d) There are no developments affecting any of the Company Contributed
Assets pending or, to the knowledge of the Price Corporations threatened, which
will or would reasonably be expected to, materially detract from the value,
materially interfere with any present or intended use or materially adversely
affect the marketability of such Company Contributed Assets (other than arising
out of business conditions or other matters generally affecting the wireless
telecommunications industry).

         (e) All leases of Real Property or personal property are in good
standing and are valid, binding and enforceable in accordance with their
respective terms and none of the Price Corporations or their Affiliates or, to
the knowledge, of the Price Corporations, any other party thereto is in default
or breach in any material respect under the terms of such Lease and, to the
knowledge of the Price Corporations, no event has occurred which with notice or
lapse of time or both would constitute a default thereunder.

         (f) To the knowledge of the Price Corporations, the plants, buildings,
structures and equipment included in the Company Contributed Assets have no
material defects, are in good operating condition and repair, ordinary wear and
tear excepted, and are adequate and suitable for their present uses.

         (g) The plants, buildings and structures included in the Company
Contributed Assets currently have sufficient access to public roads and to all
utilities,



                                       41
<Page>

including water supply, storm and sanitary sewer facilities, telephone, gas and
electrical connections, fire protection, drainage and other utilities used in
the operation of the Business, in each case as is necessary for the conduct of
the Business as it has heretofore been conducted, except for such failures which
will not have and would not reasonably be expected to have, individually or in
the aggregate, a Material Adverse Effect.

         (h) The Real Property, and its continued use, occupancy and operation
as currently used, occupied and operated, does not constitute a nonconforming
use under all applicable building, zoning, subdivision and other land use and
similar laws, regulations and ordinances, except for such failures which will
not have and would not reasonably be expected to have, individually or in the
aggregate, a Material Adverse Effect.

         (i) None of the Company Contributed Assets is an equity interest in a
Person.

         SECTION 7.13. SUFFICIENCY OF AND TITLE TO THE COMPANY CONTRIBUTED
ASSETS. (a) The Company Contributed Assets constitute all of the property and
assets used or held for use in the Business and are adequate to conduct the
Business as currently conducted.

         (b) Upon consummation of the transactions contemplated hereby, New LP
will have acquired good and marketable title in and to, or a valid leasehold
interest in, each of the Company Contributed Assets, free and clear of all
Liens, except for Company Permitted Liens.

         (c) As of the date hereof, all of the assets and liabilities used or
held for use in the Business are, and immediately before the Closing all of such
assets and liabilities will be, held by the Company.

         SECTION 7.14. SUBSCRIBER ACCOUNTS. Schedule 7.14 hereto sets forth the
following numerical breakdown, as of September 30, 2001 (or as of the date
otherwise indicated therein), regarding the Business' subscriber accounts: total
number; longevity of subscribers, pre-pay versus post-paid, broken out by
calendar quarter of initial activation; and types of accounts, including active,
suspended, employee, demo phone, loaner phone or rental phone.

         SECTION 7.15. INTELLECTUAL PROPERTY. (a) Schedule 7.15 contains as of
the date of this Agreement a true and complete list of all material Owned
Intellectual Property Rights and Licensed Intellectual Property Rights.



                                       42
<Page>

          (b) The Licensed Intellectual Property Rights and the Owned
Intellectual Property Rights together constitute all the Intellectual Property
Rights used or held for use in the Business and are adequate to conduct the
Business as currently conducted. The Company Contributed Assets include working
copies of all software and firmware as are necessary for or otherwise used in
the current conduct of the Business, together with copies of all related manuals
and other documentation. Assuming all Required Consents are obtained in
connection with Licensed Intellectual Property Rights, the consummation of the
transactions contemplated by this Agreement will not alter, impair or extinguish
any Owned Intellectual Property Rights or Licensed Intellectual Property Rights.

         (c) None of the Price Corporations nor any Affiliate of any of the
Price Corporations has infringed, misappropriated or otherwise violated any
Intellectual Property Right of any third person. There is no claim, action,
suit, investigation or proceeding pending against, or, to the knowledge of the
Price Corporations, threatened against or affecting, the Business or any present
or former Business Employee or director of the Price Corporations alleging that
the use of the Owned Intellectual Property Rights or the Licensed Intellectual
Property Rights or the conduct of the Business as presently conducted conflicts
with, misappropriates, infringes or otherwise violates any Intellectual Property
Right of any third party.

         (d) None of the Owned Intellectual Property Rights and Licensed
Intellectual Property Rights material to the operation of the Business is
subject to any outstanding material judgment, injunction, order, decree or
agreement restricting the use thereof with respect to the Business or
restricting the licensing thereof by the Price Corporations or any Affiliate
thereof to any Person.

         (e) The Price Corporations or an Affiliate of the Price Corporations
holds all right, title and interest in and to all Owned Intellectual Property
Rights and all of the licenses under the Licensed Intellectual Property Rights,
free and clear of any Lien (other than Company Permitted Liens). The Price
Corporations or an Affiliate of the Price Corporations has taken all actions
reasonably necessary to maintain and protect the Owned Intellectual Property
Rights and their rights in the Licensed Intellectual Property Rights, including
payment of applicable maintenance fees and filing of applicable statements of
use except for such failures which will not have, or would not reasonably be
expected to have, individually or in the aggregate, a Material Adverse Effect.
All licenses under the Licensed Intellectual Property Rights are fully-paid
(other than upgrade costs and purchaser maintenance costs), which the Price
Corporations or their Affiliates have the right to assign to New LP in
connection with the transactions contemplated hereby.

         (f) To the knowledge of the Price Corporations, no Person has
infringed, misappropriated or otherwise violated any Owned Intellectual Property
Right or



                                       43
<Page>

Licensed Intellectual Property Right. The Price Corporations or an Affiliate of
the Price Corporations has taken reasonable steps in accordance with normal
industry practice to maintain the confidentiality of all confidential
Intellectual Property Rights and to adequately protect all Owned Intellectual
Property Rights by trade secret processes, confidentiality agreements and by the
case of appropriate statutory notices and other proprietary markings.

         SECTION 7.16. INSURANCE COVERAGE. The Price Corporations have furnished
to New LP a list of, and true and complete copies of, all insurance policies and
fidelity bonds relating to the Company Contributed Assets, the business and
operations of the Business and its Business Employees. As of the date hereof,
there is no material claim pending under any of such policies or bonds as to
which coverage has been questioned, denied or disputed by the underwriters of
such policies or bonds or in respect of which such underwriters have reserved
their rights. All premiums payable under all such policies and bonds have been
timely paid and the Business has otherwise complied in all material respects
with the terms and conditions of all such policies and bonds. Such policies of
insurance and bonds (or other policies and bonds providing substantially similar
insurance coverage) have been in effect since January 1, 1998 and remain in full
force and effect, except for such failures which, individually or in the
aggregate, would not have or reasonably be expected to have, a Material Adverse
Effect. Such policies and bonds are of the type and in amounts customarily
carried by Persons conducting businesses similar to the Business. As of the date
of this Agreement, none of the Price Corporations knows of any threatened
termination of, premium increase with respect to, or material alteration of
coverage under, any of such policies or bonds. Except as disclosed in Schedule
7.16, after the Closing the Price Corporations shall continue to have coverage
under such policies and bonds with respect to events occurring prior to the
Closing and New LP will be entitled to the benefit of such policies.

         SECTION 7.17. LICENSES AND PERMITS. (a) Schedule 7.17(a) correctly
describes each FCC Authorization, license, franchise, permit, certificate,
approval or other similar authorization affecting, or relating in any way to,
the Business (the "PERMITS") as of the date of this Agreement together with the
name of the Governmental Entity issuing such Permit. Except as set forth on
Schedule 7.17(b), (i) the Permits are valid and in full force and effect, (ii)
none of the Price Corporations nor any of their Affiliates is in default, and no
event has occurred or condition exists that with notice or lapse of time or both
would constitute a default (including, without limitation, grounds for
revocation or modification of any of the FCC Authorizations), under the Permits
and (iii) none of the Permits will, assuming the related Required Consents have
been obtained prior to the Closing Date, be terminated or impaired or become
terminable, in whole or in part, as a result of the transactions contemplated
hereby. Upon consummation of such transactions, New



                                       44
<Page>

LP will, assuming the related Required Consents have been obtained prior to the
Closing Date, have all of the right, title and interest in all the Permits.

          (b) Except as set forth in Schedule 7.17(b), the Permits are the only
licenses, franchises, permits, certificates, approvals or other similar
authorizations which are necessary for the Price Corporations or their
Affiliates to conduct the Business in the manner heretofore conducted. Each of
the Permits is exclusively held by the Price Corporations or their Affiliates,
is free and clear of any legal disqualifications, conditions or other
restrictions (other than those routinely imposed in conjunction with such
Permits) and is free and clear of all Liens except for Company Permitted Liens.
To the knowledge of the Price Corporations, each of the Permits is in compliance
with all laws, rules, regulations, orders and decrees except for such failures
which will not have and would not reasonably be expected to have, individually
or in the aggregate, a Material Adverse Effect. Except as disclosed in Schedule
7.17(b), there are no existing applications, petitions to deny or complaints or
proceedings pending before the FCC or any other Governmental Entity relating to
the Permits or the Business (other than proceedings affecting the cellular
telephone industry generally). Except as otherwise governed by laws, ordinances
or governmental rules or regulations, all of the Permits are renewable by their
terms or in the ordinary course of the Business without the need to comply with
any special qualification procedures or to pay any amounts other than routine
filing and regulatory fees.

          (c) No Person other than the Price Corporations or any of their
Affiliates has any interest in, or right to, contracts to provide
telecommunications services to any customers of the Business except pursuant to
the Business' roaming agreements.

          (d) Schedule 7.17(d) sets forth the date on which the Price
Corporations or an Affiliate thereof or their predecessors filed a System
Information Update ("SIU") with the FCC for each Company Cellular Telephone
System Area. The SIU accurately identifies and describes the predicted contours,
cell sites, and the Cellular Geographic Service Area boundary for such Company
Cellular Telephone System Area as of that date, and the information provided
therein remains accurate and complete. A true and complete copy of each SIU has
been delivered to the New LP.

          (e) The Company has received all necessary authorizations from the
Federal Aviation Administration ("FAA") for all existing towers that are part of
the cellular systems operated by the Business and for any facilities the
construction of which have been approved by the FCC or of which applications or
notifications have been filed for such approval.

          (f) Schedule 7.17(f) sets forth each application and notification that
the Company has pending before the FCC and sets forth the expiration date for
each of



                                       45
<Page>

the FCC Authorizations. The Company has provided a copy to New LP of each of the
FCC Authorizations and the applications and notifications listed in Schedule
7.17(f), except where the FCC has not issued a written microwave authorization.

         (g) All fees due and payable to the FCC by the Business or the Company
have been paid.

         (h) Each of the facilities authorized by the FCC Authorizations is in
compliance with the FCC's regulations pertaining to radio frequency radiation.

         SECTION 7.18. FINANCIAL ADVISORS' FEES. Except for UBS Warburg LLC,
Deutsche Banc Alex. Brown and Dresdner Kleinwort Wasserstein, whose fees will be
paid by the Price Corporations and except as set forth in Schedule 7.18, there
is no investment banker, broker, finder or other intermediary which has been
retained by or is authorized to act on behalf of the Price Corporations or any
of their Affiliates who might be entitled to any fee or commission in connection
with the transactions contemplated by this Agreement.

         SECTION 7.19. ENVIRONMENTAL COMPLIANCE.

         (a) Except for such matters identified in the documents listed on
Schedule 7.19(a) which constitute a "recognized environmental condition" or
which would be reasonably expected to result in Environmental Liabilities:

                  (i) in connection with or relating to the Company Contributed
         Assets, Business, Real Property or the Company, no notice,
         notification, demand, request for information, citation, summons or
         order has been received, no complaint has been filed, no penalty has
         been assessed any of which remain outstanding and unresolved and which
         will have or would reasonably be expected to have, individually or in
         the aggregate, a Material Adverse Effect and no investigation, action,
         claim, suit, proceeding or review is pending or, to any of the Price
         Corporations' knowledge, threatened by any Governmental Entity or other
         Person which remain outstanding and unresolved and which will have or
         would reasonably be expected to have, individually or in the aggregate,
         a Material Adverse Effect, and which relate to or arise out of any
         Environmental Law.

                  (ii) there are no Environmental Liabilities arising in
         connection with or in any way relating to the Company Contributed
         Assets, Business, Real Property or the Company of any kind whatsoever,
         whether accrued, contingent, absolute, determined, determinable or
         otherwise arising under or relating to any Environmental Law that will
         have or would reasonably be expected to have, individually or in the
         aggregate, a Material Adverse Effect



                                       46
<Page>

         and, to any of the Price Corporations' knowledge, there are no facts,
         events, conditions, situations, or set of circumstances which will or
         would reasonably be expected to result in or be the basis for any such
         liability;

                  (iii) no polychlorinated biphenyls, radioactive material,
         asbestos- containing material, septic, or wastewater treatment or other
         disposal system is present at, on or under any Real Property or
         Contributed Asset or any other property now owned, leased or operated
         by the Company, or to any of the Price Corporations' knowledge, has
         been present at, on or under such Real Property or Contributed Asset
         or, is or has been present at, on or under any property previously
         owned, leased or operated by the Company except as specifically
         authorized by and in accordance with applicable Environmental Law;

                  (iv) no incinerator, surface impoundment, lagoon or landfill
         is present at, on or under any Real Property or Contributed Asset or
         any other property now owned, leased, or operated by the Company or to
         any of the Price Corporations' knowledge, has been present at, on or
         under such Real Property or Contributed Asset or has been present at,
         on or under property previously owned, leased or operated by the
         Company;

                  (v) no underground or aboveground storage tank (active or
         inactive) is or has been present at, on or under any Real Property or
         Contributed Asset or any other property now or, to any of the Price
         Corporations' knowledge, previously owned, leased or operated by the
         Company, except as specifically authorized by and in accordance with
         applicable Environmental Law;

                  (vi) no Hazardous Substance has been discharged, disposed of,
         dumped, injected, pumped, deposited, spilled, leaked, emitted or
         released at, on or under any Real Property or Contributed Asset or any
         other property now or previously owned, leased or operated by the
         Company during the times that the Company owned, leased or operated the
         Real Property, Contributed Asset or such property, nor, to any of the
         Price Corporations' knowledge, prior to the times the Company owned,
         leased or operated the Real Property, Company Contributed Assets or
         such property, that will or would reasonably be expected to result in
         Environmental Liability that, individually or in the aggregate, would
         have a Material Adverse Effect;

                  (vii) no Real Property is listed or, to the Price
         Corporations' knowledge, proposed for listing on the National
         Priorities List promulgated pursuant to CERCLA, CERCLIS (as defined in
         CERCLA) or on any similar federal, state, local or foreign list of
         sites requiring investigation or cleanup that will or would reasonably
         be expected to result in material Environmental



                                       47
<Page>

         Liabilities and, to any of the Price Corporations' knowledge, no
         property now or previously owned, leased or operated by the Company, no
         property to which Hazardous Substances located on or resulting from the
         use of any real property now or previously owned, leased or operated by
         the Company have been transported, nor any property to which the
         Company has, directly or indirectly, transported or arranged for the
         transportation of any Hazardous Substance, is listed or proposed for
         listing on the National Priorities List promulgated pursuant to CERCLA,
         or CERCLIS or any similar federal, state or local list of sites
         requiring investigation or cleanup that will or would reasonably be
         expected to result in material Environmental Liabilities; and

                  (viii) the Company is, and in connection with the Company
         Contributed Assets, Business and Real Property, each of the Price
         Corporations and each of their Affiliates is, currently in compliance
         with all Environmental Laws and has and is in compliance with all
         Environmental Permits except for such non-compliance or failure to have
         an Environmental Permit that would not have and would not reasonably be
         expected to have, individually or in the aggregate, a Material Adverse
         Effect, and such Environmental Permits are valid and in full force and
         effect.

         (b) There has been no material written environmental investigation,
study, audit, test, or other assessment conducted of which the Price
Corporations is in possession or custody in relation to any Company Contributed
Asset, Real Property or any other property or facility now or previously owned,
leased or operated by the Company other than those disclosed on Schedule
7.19(a).

         (c) The Price Corporations have made all filings required pursuant to
the Emergency Planning and Community Right-to-Know Act, 42 U.S.C. ss.ss.11001 to
11050, with respect to any Real Property or any Company Contributed Asset.

         (d) The Price Corporations have corrected all non-compliance with any
Environmental Law and remedied all contamination referred to on Schedule
7.19(d).

         (e) Except for the Saddlebrook office lease, none of the Company
Contributed Assets, the Real Property or any real property owned, leased or
operated by the Company is located in New Jersey or Connecticut.

         (f) For purposes of this Section, the terms "Price Corporation," and
"Company" shall include any entity which is, in whole or in part, a predecessor
of any of the Price Corporations.

         SECTION 7.20. SEC FILINGS. (a) The Price Corporations have delivered to
New LP Price Parent's annual reports on Form 10-K for its fiscal years ended



                                       48
<Page>

December 31, 1998, 1999 and 2000, its quarterly reports on Form 10-Q for its
fiscal quarters ended March 31, 2001, June 30, 2001 and September 30, 2001, its
proxy or information statements relating to meetings of, or actions taken
without a meeting by, the stockholders of Price Parent held since December 31,
1999, and all of its other reports, statements, schedules and registration
statements filed with the SEC since December 31, 2000 (the documents referred to
in this Section 7.20, collectively, the "PRICE SEC DOCUMENTS".)

         (b) As of its filing date, each Price SEC Document complied as to form
in all material respects with the applicable requirements of the 1933 Act and
the 1934 Act, as the case may be.

         (c) As of its filing date (or, if amended or superceded by a filing
prior to the date hereof, on the date of such filing), each Price SEC Document
filed pursuant to the 1934 Act did not, and each such Price SEC Document filed
subsequent to the date hereof will not, insofar as it pertains to the Business,
contain any untrue statement of a material fact or omit to state any material
fact necessary in order to make the statements made therein, in the light of the
circumstances under which they were made, not misleading.

         (d) Each Price SEC Document that is a registration statement, as
amended or supplemented, if applicable, filed pursuant to the 1933 Act, as of
the date such registration statement or amendment became effective, did not,
insofar as it pertains to the Business, contain any untrue statement of a
material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein not misleading.

         SECTION 7.21. FINANCIAL STATEMENTS. The audited consolidated financial
statements and unaudited consolidated interim financial statements of Price
Parent included in the Price SEC Documents, and the Price Parent Third Quarter
Balance Sheet, fairly present, in conformity with GAAP applied on a consistent
basis (except as may be indicated in the notes thereto), the consolidated
financial position of Price Parent and its consolidated Subsidiaries as of the
dates thereof and their consolidated results of operations and cash flows for
the periods then ended (subject to normal year-end adjustments in the case of
any unaudited interim financial statements).

         SECTION 7.22. DISCLOSURE DOCUMENTS. (a) Each document filed by any of
the Price Corporations with the SEC in connection with the meetings of the
stockholders of Price Parent to be held pursuant to this Agreement and the
Exchange Agreement, including, without limitation, the proxy or information
statements of Price Parent and any amendments or supplements thereto (the "PRICE
PROXY MATERIALS") will, when filed, comply as to form in all material respects
with the applicable requirements of the 1934 Act.



                                       49
<Page>

         (b) Each time any Price Proxy Materials are distributed to stockholders
of Price Parent or any other solicitation of stockholders of Price Parent is
made by or on behalf of the Price Corporations or any Affiliate of the Price
Corporations, and at the time such stockholders vote on adoption of the
transactions contemplated hereunder, the Price Proxy Materials (as supplemented
and amended, if applicable), will not contain an untrue statement of a material
fact or omit to state any material fact necessary in order to make the
statements made therein, in the light of the circumstances under which they were
made, not false or misleading. The representations and warranties contained in
this Section 7.22 will not apply to statements or omissions included in the
Price Proxy Materials based upon information furnished to the Price Corporations
in writing by Cellco or its Affiliates (other than the Price Corporations)
specifically for use therein.

         SECTION 7.23. FCC AUTHORIZATION. As of the date hereof, no waiver of
any FCC rule or policy is necessary to be obtained for the approval of the FCC
Application, and no processing pursuant to any exception or rule of general
applicability will be requested or required in connection with the consummation
of the transactions contemplated by this Agreement.

         SECTION 7.24. ROLLUP TRANSACTION MATERIALS. The Price Corporations have
furnished to Cellco true and complete copies of (i) all of the information
statements, notices and other materials relating to the Rollup Transaction and
provided to any security holder of any former Subsidiary of the Company and (ii)
all resolutions, plans of liquidation, certificates and other similar materials
of the Price Corporations relating to the Rollup Transaction.

         SECTION 7.25. REPRESENTATIONS AND WARRANTIES. The Price Corporations
hereby acknowledge that, except as expressly set forth in this Agreement or any
Ancillary Agreement, none of Cellco or any of its Affiliates has made any
express or implied representations or warranties to any of the Price
Corporations, including without limitation, with respect to the timing of the
potential VWI IPO (as defined in the Exchange Agreement).

                                   ARTICLE 8

                    REPRESENTATIONS AND WARRANTIES OF CELLCO

         Cellco represents and warrants to each of the Price Corporations as of
the date hereof and as of the Closing Date that:

         SECTION 8.01. EXISTENCE AND POWER. Each of Cellco and New LP is duly
organized, validly existing and in good standing under the laws of its
jurisdiction of



                                       50
<Page>

organization and Cellco has all corporate or partnership, as applicable, powers
and all necessary governmental licenses, authorizations, permits, consents and
approvals required to carry on its business as now conducted except for such
failures which will not have, and would not reasonably be expected to have,
individually or in the aggregate, a NLP Material Adverse Effect. Each of Cellco
and New LP is duly qualified to do business as a foreign partnership, and is in
good standing, in each jurisdiction where such qualification is necessary,
except for those jurisdictions (i) where, in the case of Cellco, it is not
required to so qualify because of its status as a general partnership, or (ii)
where failure to be so qualified will not have, and would not reasonably be
expected to have, individually or in the aggregate, a NLP Material Adverse
Effect. New LP has not engaged in any business or incurred any liabilities other
than in connection with the transactions contemplated by this Agreement and the
Ancillary Agreements to which it is a party. Other than the Cellco Contributed
Assets, New LP does not have any Subsidiaries and does not own any capital stock
or other voting securities or ownership interests in any Person.

         SECTION 8.02. AUTHORIZATION. The execution, delivery and performance by
Cellco or New LP, as the case may be, of this Agreement and each of the
Ancillary Agreements to which it is a party and the consummation of the
transactions contemplated hereby and thereby are within the partnership powers
of Cellco or New LP, as the case may be, and have been duly authorized by all
necessary partnership action on the part of Cellco or New LP, as the case may
be. This Agreement and each of the Ancillary Agreements to which it is a party
constitutes a valid and binding agreement of each of Cellco and New LP, as
applicable, enforceable against each of them in accordance with their terms,
except as such enforceability may be limited by bankruptcy laws and other
similar laws affecting creditors' rights generally, and except that the remedy
of specific performance and injunctive relief and other forms of equitable
relief may be subject to equitable defenses and to the discretion of the court
before which any proceeding therefor may be brought.

         SECTION 8.03. GOVERNMENTAL AUTHORIZATION. The execution, delivery and
performance by each of Cellco and New LP of this Agreement and each of the
Ancillary Agreements to which it is a party and the consummation by each of
Cellco and New LP of the transactions contemplated hereby and thereby require no
material action by or in respect of, or material filing with, any Governmental
Entity other than (i) compliance with the applicable requirements of the HSR
Act, (ii) the filing and declaration by the SEC of the effectiveness of the VCI
Registration Statement and the VWI Registration Statement (if any), (iii) the
filing of any certificates of amendment of limited partnership and any other
documents required to be filed with the Secretary of the State of Delaware, (iv)
compliance with any other applicable securities laws, (v) compliance with the
applicable requirements of the Communications Act, and (vi) such actions or
filings the absence of which will not, and would not reasonably be expected to,
individually or in the aggregate, prevent or



                                       51
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delay consummation of the transactions contemplated hereunder or thereunder in
any material respect, or otherwise prevent Cellco or New LP from performing its
obligations under this Agreement or any Ancillary Agreement to which it is a
party in any material respect, and will not have, and would not reasonably be
expected to have, individually or in the aggregate, a NLP Material Adverse
Effect.

         SECTION 8.04. NONCONTRAVENTION. The execution, delivery and performance
by each of Cellco and New LP of this Agreement or any Ancillary Agreement to
which it is a party and the consummation of the transactions contemplated hereby
and thereby do not and will not (i) violate the partnership agreement or other
organizational documents of Cellco or New LP, or violate the Cellco Contributed
Agreement, (ii) violate any applicable material law, rule, regulation, judgment,
injunction, order or decree binding on Cellco or New LP or by which any of their
respective properties or assets are bound, (iii) assuming that the consents
referred to in Schedule 8.05 are obtained and remain in full force and effect,
constitute a default under or give rise to any right of termination,
cancellation or acceleration of any right or obligation of any of Cellco or New
LP or to a loss of any benefit to which Cellco or New LP is entitled under any
provision of any Contract binding upon Cellco or New LP or to which any of their
respective assets may be bound, or (iv) result in the creation or imposition of
any Lien on any Cellco Contributed Asset, except in the case of clauses (ii),
(iii) and (iv) above, violations or defaults that will not have, and would not
reasonably be expected to have, individually or in the aggregate, a NLP Material
Adverse Effect.

         SECTION 8.05. CONSENTS. Except as set forth in Section 8.03 and in
Schedule 8.05, no consent or other action by, or prior notice to, any Person is
required as a result of the execution, delivery and performance of this
Agreement or the Ancillary Agreements by Cellco, any of its Subsidiaries or New
LP, except such consents or actions as will not have, and would not reasonably
be expected to have, individually or in the aggregate, a NLP Material Adverse
Effect.

         SECTION 8.06. LITIGATION. There is no Action (and there is no event,
occurrence or state of facts or circumstances that will be, or would be
reasonably expected to be a basis therefor) pending against, or to the knowledge
of Cellco or New LP threatened against or affecting Cellco, New LP, the Cellco
Contributed Assets or the Cellco Contributed Partnership before any court or
arbitrator or any Governmental Entity which in any manner challenges or seeks to
prevent, enjoin, alter or materially delay the transactions contemplated by this
Agreement or any of the Ancillary Agreements to which Cellco or New LP are
parties or which would have, or would reasonably be expected to have, a NLP
Material Adverse Effect.



                                       52
<Page>

         SECTION 8.07. FINDERS' FEES. There is no investment banker, broker,
finder or other intermediary which has been retained by or is authorized to act
on behalf of any of Cellco, New LP or any of their Affiliates who might be
entitled to any fee or commission from the Price Corporations or any of their
Affiliates upon consummation of the transactions contemplated by this Agreement
or the Ancillary Agreements to which Cellco or New LP is a party.

         SECTION 8.08. ELP INTEREST. The ELP Interest, when issued by New LP in
accordance with the terms of the New LP Agreement and this Agreement, will be
validly issued and free and clear of any Liens.

         SECTION 8.09. TITLE TO CELLCO CONTRIBUTED ASSETS. (a) Cellco and/or its
Subsidiaries have good and marketable title to all of the Cellco Contributed
Assets, except where the failure to have such good and marketable title will not
have, and would not reasonably be expected to have, individually or in the
aggregate, a NLP Material Adverse Effect. Cellco Contributed Partnership has
good and marketable, indefeasible title to its assets except where the failure
to have such title will not have, and would not reasonably be expected to have,
individually or in the aggregate, a NLP Material Adverse Effect. No Cellco
Contributed Asset is subject to any Lien, except for Liens which do not
materially detract from the value of such Cellco Contributed Asset ("CELLCO
PERMITTED LIENS").

         (b) Other than developments arising out of business conditions or other
matters generally affecting the wireless telecommunications industry, there are
no developments affecting any of the Cellco Contributed Assets or the Cellco
Contributed Partnership pending or, to the knowledge of Cellco, threatened,
which will or would reasonably be expected to, (i) in the case of the Cellco
Contributed Assets, materially detract from the value, materially interfere with
any present or intended use or materially adversely affect the marketability of
such Cellco Contributed Assets, or (ii) in the case of the Cellco Contributed
Partnership, have a NLP Material Adverse Effect.

         (c) Upon consummation of the transactions contemplated hereby, New LP
will have acquired good and marketable title in and to each of the Cellco
Contributed Assets, free and clear of all Liens, except for Cellco Permitted
Liens.

         (d) None of Cellco Contributed Partnership or, to the knowledge of
Cellco and its Subsidiaries, any other party thereto, is in default or breach in
any material respect under the terms of any Contract to which Cellco Contributed
Partnership is a party, and, to the knowledge of Cellco and its Subsidiaries, no
event or circumstance has occurred that, with notice or lapse of time or both,
would constitute such a breach or default, except, in each case, for such
defaults or breaches as will not have, and would not reasonably be expected to
have, individually or in the aggregate, a NLP



                                       53
<Page>

Material Adverse Effect (provided that the representations and warranties in
this sentence with respect to said other parties are made only as of the date of
this Agreement). Except as set forth on Schedule 8.09(d), as of the date of this
Agreement, none of Cellco or any of its Subsidiaries has knowledge that any
counterparty to any Contract to which Cellco Contributed Partnership is a party
intends to cancel or otherwise adversely modify its relationship with Cellco
Contributed Partnership or to decrease significantly or limit its purchases,
services, supplies or materials from or to Cellco Contributed Partnership,
except such cancellations, modifications, decreases and limits as will not have,
and would not reasonably be expected to have, individually or in the aggregate,
a NLP Material Adverse Effect.

         (e) New LP is not party to any Contracts other than this Agreement and
the Ancillary Agreements and any other Contracts contemplated hereby or thereby.

         (f) A true and complete copy of the Cellco Contributed Agreement has
been delivered to the Company.

         (g) Except as set forth on Schedule 8.09(g), there are no material
Contracts between Cellco or any of its Affiliates, on the one hand, and any
other Person, on the other hand, relating to any Cellco Contributed Asset, the
Cellco Contributed Partnership, Cellco's rights with respect to the Cellco
Contributed Agreement or the Cellco Contributed Licenses or Cellco's (or any
such Affiliate's) ownership of any Cellco Contributed Asset other than any such
Contracts as would not have or reasonably be expected to have individually or in
the aggregate, a NLP Material Adverse Effect.

         SECTION 8.10. CELLCO CONTRIBUTED NOTE. The Cellco Contributed Note is a
valid and binding obligation of Cellco and is in full force and effect, and
Cellco is not in default or breach in any material respect under the terms of
the Cellco Contributed Note, and, to the knowledge of Cellco, no event or
circumstance has occurred that with notice or lapse of time or both, would
constitute such a breach or default.

         SECTION 8.11. FINANCIAL STATEMENTS. The audited financial statements
and the unaudited interim financial statements for Cellco Contributed
Partnership furnished by Cellco to the Price Corporations on or prior to the
date hereof fairly present, in conformity with GAAP applied on a consistent
basis (except as may be indicated in the notes thereto), the financial position
of Cellco Contributed Partnership as of the date thereof and its results of
operations for the periods then ended (subject to normal year-end adjustments
and the absence of footnotes in the case of the unaudited interim financial
statements).



                                       54
<Page>

         SECTION 8.12. ABSENCE OF CERTAIN CHANGES. Since September 30, 2001,
there has not been any event, occurrence, development or state of circumstances
or facts which, individually or in the aggregate, has had, or will have or would
reasonably be expected to have a material adverse effect on Cellco Contributed
Partnership (other than such material adverse effects arising out of business
conditions or other matters generally affecting the wireless telecommunications
industry).

         SECTION 8.13. PRICE PROXY MATERIALS. None of the information provided,
in writing, to the Price Corporations by Cellco or its Subsidiaries specifically
for inclusion in the Price Proxy Materials will, at the time such materials are
filed, contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary in order to make the
statements therein not misleading.

         SECTION 8.14. NO UNDISCLOSED MATERIAL LIABILITIES. There are no
liabilities of Cellco Contributed Partnership of any kind whatsoever, whether
accrued, contingent, absolute, determined, determinable or otherwise, and, to
the knowledge of Cellco there is no existing condition, situation or set of
circumstances which will, or could reasonably be expected to, result in such a
liability, other than:

                  (i) current liabilities provided for in the Cellco Contributed
         Partnership Balance Sheet (or in the notes thereto);

                  (ii) liabilities incurred in the ordinary course of business
         since the Balance Sheet Date or prior to the Balance Sheet Date if such
         liabilities are not of a type that would have been required under GAAP
         consistently applied, to be set forth in Cellco Contributed Partnership
         Balance Sheet (including the notes thereto); and

                  (iii) other undisclosed liabilities which, individually and in
         the aggregate, are not material to Cellco Contributed Partnership.

         SECTION 8.15. CELLCO CONTRIBUTED LICENSES. (a) Except as set forth on
Schedule 8.15(a), (i) the Cellco Contributed Licenses are valid and in full
force and effect, (ii) none of Cellco nor any of its Subsidiaries is in default,
and no event has occurred or condition exists that with notice or lapse of time
or both would constitute a default, under any of the Cellco Contributed
Licenses, and (iii) none of the Cellco Contributed Licenses will be terminated
or impaired or become terminable, in whole or in part, as a result of the
transactions contemplated hereby. Upon consummation of such transactions, New LP
will have all of the right, title and interest in the Cellco Contributed
Licenses.



                                       55
<Page>

         (b) The Cellco Contributed Licenses are exclusively held by Cellco or a
Subsidiary thereof, are free and clear of any legal disqualifications,
conditions or other restrictions (other than those routinely imposed in
conjunction with such licenses) and are free and clear of all Liens except for
Cellco Permitted Liens. To the knowledge of Cellco, the Cellco Contributed
Licenses are in compliance with all laws, rules, regulations, orders and decrees
except for such failures which will not have and would not reasonably be
expected to have, individually or in the aggregate, a NLP Material Adverse
Effect.

         (c) Except as otherwise governed by laws, ordinances or governmental
rules or regulations, the Cellco Contributed Licenses are renewable by their
terms or in the ordinary course of business without the need to comply with any
special qualification procedures or to pay any amounts other than routine filing
and regulatory fees.

         (d) All fees due and payable to the FCC by Cellco and its Subsidiaries
with respect to the Cellco Contributed Licenses have been paid.

         SECTION 8.16. FCC QUALIFICATION. At the Closing Date, New LP will be
legally, technically and otherwise qualified under the Communications Act and
all rules, regulations and policies of the FCC to acquire, own or control and
operate the Business. There are no facts or proceedings known to New LP which
would disqualify New LP under the Communications Act or otherwise from acquiring
or operating the Business or would cause the FCC not to approve the FCC
Application. As of the date hereof, no waiver of any FCC rule or policy is
necessary to be obtained for the approval of the FCC Application, and no
processing pursuant to any exception or rule of general applicability will be
requested or required in connection with the consummation of the transactions
contemplated by this Agreement.

         SECTION 8.17. TAX BASIS OF THE ASSETS. As of the Closing, the sum of
the aggregate adjusted tax basis for federal income tax purposes of the Cellco
Contributed Assets and the face amount of the Cellco Contributed Note will
exceed the sum of the liabilities to which such assets are subject and which are
assumed by New LP.

         SECTION 8.18. REPRESENTATIONS AND WARRANTIES. New LP and Cellco each
hereby acknowledge that, except as expressly set forth in this Agreement or any
Ancillary Agreement, none of the Price Corporations has made any express or
implied representations or warranties to either New LP or Cellco.



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                                    ARTICLE 9

                       COVENANTS OF THE PRICE CORPORATIONS

         Each of the Price Corporations, jointly and severally, agree that:

         SECTION 9.01. CONDUCT OF THE BUSINESS. From the date hereof until the
Closing Date, the Price Corporations shall conduct the Business in the ordinary
course consistent with past practice, in the public interest, convenience and
necessity and in compliance in all material respects with the Communications Act
and the rules and regulations of the FCC, all other material applicable laws,
rules and regulations (including, without limitation, Environmental Laws and all
of the FCC Authorizations). Without limiting the generality of the foregoing,
from the date hereof until the Closing Date or the termination of this Agreement
in accordance with Article 16, the Price Corporations (but only with respect to
the Business) will, unless (x) otherwise approved by Cellco and New LP, or (y)
otherwise contemplated by this Agreement:

         (a) collect all accounts receivable in the ordinary course of the
Business, consistent with past practice, and not compromise, discount, forgive
or otherwise adjust, amend or modify the terms or conditions of any of such
accounts receivable other than in the ordinary course of the Business,
consistent with past practice;

         (b) pay all accounts payable and applicable taxes in the ordinary
course of the Business, consistent with past practice, and not adjust, amend or
modify the terms or conditions of any of such accounts payable other than in the
ordinary course of the Business, other than accounts payable which are being
disputed in good faith and taxes which are being disputed in good faith in
accordance with applicable dispute procedures and for which appropriate reserves
have been made, consistent with past practice;

         (c) not sell, lease, license, or otherwise dispose of any Company
Contributed Assets except (i) pursuant to existing contracts or commitments that
have been delivered to Cellco or New LP and (ii) in the ordinary course
consistent with past practice;

         (d) not enter into any type of business other than the Business;

         (e) not incur any capital expenditure, or commit to incur any capital
expenditure, for additions or improvements to property, plant and equipment in
excess of $25 million (the "PROJECTED CAPITAL EXPENDITURES");

         (f) not incur any long term liabilities;



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         (g) not declare, set aside or pay any dividend or repurchase, redeem or
otherwise acquire any of their capital stock if such action would prevent the
Company from being able to make the Company Asset Contribution and the Company
Cash Contribution on the Closing Date;

         (h) not merge or consolidate with any other Person or acquire a
material amount of assets of any other Person;

         (i) not (i) take or agree to take any action that would make any
representation or warranty of the Price Corporations contained herein or in any
Ancillary Agreement to which they are parties (other than any such
representation or warranty made only as of the date hereof or as of another
specified date) inaccurate in any respect at, or as of any time prior to the
Closing Date or (ii) omit or agree or commit to omit to take any action
necessary to prevent any such representation or warranty (other than any such
representation or warranty made only as of the date hereof or as of another
specified date) from being inaccurate in any respect at any such time;

         (j) perform in all material respects its obligations under all
Contributed Contracts and not amend, terminate or waive any rights under any
material Contracts or enter into any Scheduled Contracts relating to the
Business, except, in any case, in the ordinary course of the Business;

         (k) not activate customers on any service plans, unless the terms and
conditions of such plans (including without limitation price and duration of
contract terms) are no more favorable (such terms taken together, but not
individually) to customers than the plans of the Company listed on Schedule
9.01(k) or change the form of any customer activation agreement from the forms
set forth in Schedule 7.09(c); PROVIDED that, notwithstanding the foregoing, the
Price Corporations may introduce and activate customers on new plans which no
more than match more favorable customer terms (such terms taken together, but
not individually) offered by competitors, if, and only if the Price Corporations
give New LP at least three (3) business days' prior written notice of the
implementation of such new plan; and

         (l) not agree or commit to do, or cause or permit to occur, any of the
foregoing restricted activities.

         SECTION 9.02. MAINTENANCE OF ASSETS AND INSURANCE. The Price
Corporations shall use commercially reasonable efforts to comply with and
maintain the Company Contributed Assets in all material respects, including,
without limitation, the FCC Authorizations and all Licensed Intellectual
Property Rights and Owned Intellectual Property Rights, and otherwise preserve
the Company's rights to provide telecommunications service in the Company
Cellular Telephone System



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Areas. The Price Corporations shall keep in full force and effect the insurance
policies maintained by the Price Corporations and/or the Company on the Company
Contributed Assets as of the date hereof (or replacement policies providing
substantially the same coverage) and shall notify New LP of any significant
changes in the terms of the insurance policies and binders referred to in the
list provided to the New LP pursuant to Section 7.16.

         SECTION 9.03. COMPLIANCE WITH LAWS, ETC. (a) The Price Corporations
shall comply in all material respects with laws, ordinances, rules, regulations,
and orders applicable to the Business or any of the Company Contributed Assets.

         (b) The Price Corporations shall use their reasonable best efforts to
obtain an order from the Division of Investment Management of the SEC exempting
Price Parent from all provisions, rules and regulations of the Investment
Company Act of 1940, as amended (the "1940 ACT") which might otherwise apply as
a result of the transactions contemplated to occur on the Closing Date pursuant
to this Agreement. If the Price Corporations are unsuccessful in obtaining such
an order, the Price Corporations shall take such other actions as are necessary
to satisfy the condition set forth in Section 14.02(o).

         SECTION 9.04. CO-OPERATION IN CONDUCTING THE BUSINESS. The Company
shall use, and the other Price Corporations shall cause the Company to use,
commercially reasonable efforts to (i) cooperate with New LP to keep available
the services of the Transferred Employees and agents of the Business, (ii)
maintain their relations and goodwill with the suppliers, customers,
distributors and any others having business relations with the Business, (iii)
cooperate with New LP in establishing network conversion and switching
conversion arrangements and implementing other transitional arrangements as
reasonably requested by New LP (including, without limitation, planning and
taking reasonable steps to convert the Business from TDMA to CDMA technology),
and (iv) to the extent requested by New LP amend, renew or replace Contracts
relating to the Business such that such contracts have such terms and conditions
as may be requested by New LP, subject to such amendments or renewals not
adversely affecting the Business or the Price Corporations' operation thereof;
PROVIDED that Cellco shall be responsible for the Company's actual out-of-pocket
expenses incurred in connection with providing such cooperation. Notwithstanding
anything to the contrary in this Agreement, the reimbursement to Company
provided for in the immediately preceding sentence (a "CO-OPERATION
REIMBURSEMENT") shall (i) include without limitation reimbursement of any Tax
liability incurred by Company on account of the receipt of any Co- operation
Reimbursement and (ii) be reduced by any Tax Reduction actually realized by the
Company with respect to an item for which any Co-operation Reimbursement is
made. If, following the Closing, the Price Corporations realize a Tax Reduction
with respect to an item for which any Co-operation Reimbursement is made or are



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required to make a payment of (or suffer a diminution of credit with respect to)
Federal Tax or any Combined Tax with respect to any income recognized by Company
on account of any Co-operation Reimbursement, the Initial Company Capital
Account shall be adjusted in an amount equal to the Federal Tax or Combined Tax
payment (or diminution of credit) or Tax Reduction.

         SECTION 9.05. ACCESS TO INFORMATION; CONFIDENTIALITY. (a) From the date
hereof until the Closing Date, the Price Corporations will (i) give New LP, its
counsel, financial advisors, auditors and other authorized representatives full
access, upon reasonable notice and during normal business hours, to the offices,
properties, books and records of the Price Corporations relating to the
Business, including access to perform physical examinations and to take samples
of the soil, ground water, air, products or other areas as desired by New LP
with respect to properties acquired or leased by any of the Price Corporations
after November 14, 2000 (or with respect to any other properties of the Price
Corporations if (A) none of New LP or any of its Affiliates has already
conducted such examinations or sampling or (B) New LP or any of its Affiliates
has already conducted such examinations or sampling but New LP reasonably
determines that it is necessary or advisable to update such examinations or
sampling), (ii) furnish to New LP, its counsel, financial advisors, auditors and
other authorized representatives such financial and operating data and other
information relating to the Business as such Persons may reasonably request,
including, without limitation, monthly operating and financial reports and (iii)
instruct the employees, counsel and financial advisors of the Price Corporations
to cooperate with New LP in its investigation of the Business. Any investigation
pursuant to this Section shall be conducted in such manner as not to interfere
unreasonably with the conduct of the business of the Price Corporations. No
investigation by New LP or other information received by New LP, either before
or after the date hereof, shall operate as a waiver or otherwise affect any
representation, warranty or agreement given or made by the Price Corporations
hereunder.

         (b) After the Closing, each of the Price Corporations and their
Affiliates will hold, and will use their best efforts to cause their respective
officers, directors, employees, accountants, counsel, consultants, advisors and
agents to hold, in confidence, unless compelled to disclose by judicial or
administrative process or by other requirements of law, all confidential
documents and information concerning the Business, except to the extent that
such information can be shown to have been (i) previously known on a
nonconfidential basis by any of the Price Corporations, (ii) in the public
domain through no fault of any of the Price Corporations or their Affiliates or
(iii) later lawfully acquired by any of the Price Corporations from sources
other than those related to their prior ownership of the Business.

         (c) On and after the Closing Date, each of the Price Corporations will
afford promptly to New LP and its agents reasonable access to its books of
account,



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financial and other records (including, without limitation, accountant's work
papers), information, employees and auditors to the extent necessary or useful
for New LP in connection with any audit, investigation, dispute or litigation or
any other reasonable business purpose relating to the Business; PROVIDED that
any such access by New LP shall not unreasonably interfere with the conduct of
the business of the Price Corporations. New LP shall bear all of the
out-of-pocket costs and expenses (including, without limitation, attorneys'
fees, but excluding reimbursement for general overhead, salaries and employee
benefits) reasonably incurred in connection with the foregoing.

         SECTION 9.06. NOTICES OF CERTAIN EVENTS. Prior to the Closing, each of
the Price Corporations shall promptly notify New LP of any of the following
(provided that any such notification shall not affect any of New LP's rights or
obligations under this Agreement):

         (a) any notice or other communication from any Person alleging that the
consent of such Person is or may be required in connection with any of the
transactions contemplated by this Agreement or any of the Ancillary Agreements;

         (b) any notice or other communication from any Governmental Entity in
connection with any of the transactions contemplated by this Agreement or any of
the Ancillary Agreements;

         (c) any actions, suits, claims, investigations or proceedings commenced
or, to its knowledge threatened against, relating to or involving or otherwise
affecting the Price Corporations or the Business that, if pending on the date of
this Agreement, would have been required to have been disclosed pursuant to
Section 7.10 or Article 12 or that relate to the consummation of any of the
transactions contemplated by this Agreement or any of the Ancillary Agreements;

         (d) the damage or destruction by fire or other casualty of any Company
Contributed Asset or part thereof or in the event that any Company Contributed
Asset or part thereof becomes the subject of any proceeding or, to the knowledge
of any of the Price Corporations, threatened proceeding for the taking thereof
or any part thereof or of any right relating thereto by condemnation, eminent
domain or other similar governmental action;

         (e) any formal or written notice or other formal or written
communication to any Transferred Employee relating to the Contemplated
Transactions at least one day prior to the distribution of such notice or
communication in order to permit New LP to consent to such notice or
communication, such consent not to be unreasonably withheld or delayed; and



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         (f) becoming aware that there has been a breach of any of the
representations and warranties made herein or in any of the Ancillary Agreements
by the Price Corporations.

         SECTION 9.07. NONCOMPETITION. (a) Each of the Price Corporations agrees
that:

                  (i) at any time prior to the third anniversary of the Closing
         Date, neither it nor any of its Affiliates (other than any shareholder
         or Affiliate of Price Parent who is not Robert Price or an Affiliate of
         Robert Price, (each, an "UNRESTRICTED PERSON")) shall engage, either
         directly or indirectly, as a principal or for its own account or solely
         or jointly with others, or as stockholders in any corporation or joint
         stock association, in any business that engages in the business of
         constructing, developing, managing, operating, marketing or selling
         cellular telephone systems or service, wireless service, paging
         service, PCS service, commercial mobile radio service or otherwise
         competes with the Business as it exists on the Closing Date within the
         Company Cellular Telephone System Areas in Georgia, Alabama, South
         Carolina or Florida; PROVIDED that nothing herein shall prohibit the
         acquisition by any of the Price Corporations or any of their Affiliates
         of a diversified company having not more than 10% of its sales (based
         on its latest published annual audited financial statements)
         attributable to any business that competes with the Business; PROVIDED
         FURTHER, that nothing herein shall prohibit the acquisition or
         maintenance by any of the Price Corporations or any of their Affiliates
         of passive investments not more than 5% of the total voting power of
         all outstanding securities of any Person, directly or through general
         or separate accounts, mutual funds, trust arrangements or other
         investment vehicles;

                  (ii) for a period of two years from the date hereof, neither
         it nor any of its Affiliates other than an Unrestricted Person shall
         employ or solicit, or receive or accept the performance of services by,
         any Transferred Employee; PROVIDED that nothing herein shall prevent
         any of the Price Corporations or any of their Affiliates from accepting
         the services of any Transferred Employee (i) who New LP terminates or
         (ii) who terminates his or her employment with New LP without any
         solicitation of any Price Corporation or any Affiliate thereof and has
         not been employed by New LP or any Affiliate thereof in the 6 month
         period preceding the date of hiring by such Price Corporation or
         Affiliate; or

                  (iii) for a period of three years from the Closing Date,
         neither it nor any of its Affiliates other than an Unrestricted Person
         shall solicit or attempt to solicit any subscribers of the Business for
         the purpose of offering such



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         subscribers cellular telephone or any PCS, paging, CMRS or other type
         of wireless service.

         (b) If any provision contained in this Section shall for any reason be
held invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provisions of this
Section, but this Section shall be construed as if such invalid, illegal or
unenforceable provision had never been contained herein. It is the intention of
the parties that if any of the restrictions or covenants contained herein is
held to cover a geographic area or to be for a length of time which is not
permitted by applicable law, or in any way construed to be too broad or to any
extent invalid, such provision shall not be construed to be null, void and of no
effect, but to the extent such provision would be valid or enforceable under
applicable law, a court of competent jurisdiction shall construe and interpret
or reform this Section to provide for a covenant having the maximum enforceable
geographic area, time period and other provisions (not greater than those
contained herein) as shall be valid and enforceable under such applicable law.
Each of the Price Corporations acknowledges that New LP would be irreparably
harmed by any breach of this Section and that there would be no adequate remedy
at law or in damages to compensate New LP for any such breach. Each of the Price
Corporations agrees that New LP shall be entitled to injunctive relief requiring
specific performance by the Price Corporations of this Section, and each of the
Price Corporations consents to the entry thereof.

         SECTION 9.08. STOCKHOLDER MEETING; PROXY MATERIALS. (a) Price Parent
shall cause a meeting of its stockholders to be duly called and held as soon as
reasonably practicable for the purpose of voting on and approving the
transactions contemplated by this Agreement and the Ancillary Agreements (other
than the VWI Exchange). The board of directors of Price Parent shall, subject to
their fiduciary duties under applicable law as advised by counsel, recommend
approval of such transactions by Price Parent's stockholders. In connection with
the meeting referred to above, Price Parent (x) will promptly prepare and file
with the SEC, will use its best efforts to have cleared by the SEC and will
thereafter mail to its stockholders as promptly as practicable a proxy or
information statement and all other Price Proxy Materials for such meeting as
may be required under applicable law, (y) will use its best efforts to obtain
the necessary approval of the transactions contemplated hereunder by its
stockholders and (z) will otherwise comply with all legal requirements
applicable to such meeting.

         SECTION 9.09. NO SHOP. (a) Each of the Price Corporations will not, and
will not permit their officers, directors, Affiliates, related entities, agents
or representatives to (i) solicit, initiate, knowingly encourage, conduct or
engage in any substantive discussions, or enter into any agreement or
understanding with any other person or entity regarding (a) the transfer,
directly or indirectly, of any of the capital



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stock of any of the Price Corporations, any material portion of the assets of
any of the Price Corporations or the Business which would be reasonably
anticipated in the case of Price Parent to result in a Change of Control (other
than an event that is a Change of Control solely by reason of subparagraph (i)
of the definition of "Change of Control"), (b) any investment by any other
person or entity in capital stock of any of the Price Corporations or the
Business (other than in the case of Price Parent, such investments which will
not, or are reasonably likely not to constitute a Change of Control (other than
an event that is a Change of Control solely by reason of subparagraph (i) of the
definition of "Change of Control")), or (c) any joint venture relating to the
Business or other similar transaction involving any of the Price Corporations,
their Affiliates or the Business; or (ii) disclose any nonpublic information
relating to the Business, or afford access to the properties, books or records
of any of the Price Corporations that relate, in whole or in part, to the
Business, to any other person or entity that may be considering acquiring or has
acquired an interest in any of the Price Corporations or the Business or
engaging in any transaction of the type described in clause (i) above. Any party
hereto becoming aware of any inquiry or request by another person or entity with
respect to any such transfer or disclosure shall promptly notify New LP of such
inquiry, indicate the identity of the offeror and the terms and conditions of
any proposals or offers or the nature of any inquiries or contacts, and
thereafter keep New LP informed, on a current basis, of the status and terms of
any such proposals or offers and the status of any such inquiries or contacts.
None of the Price Corporations shall release any third party from, or waive any
provision of, any confidentiality or standstill agreement to which any of the
Price Corporations is a party if the agreement relates, in whole or in part, to
the Business.

         (b) Notwithstanding the foregoing or anything else to the contrary in
this Agreement, the Board of Directors of Price Parent, directly or indirectly
through advisors, agents or other intermediaries, may, subject to compliance
with Section 9.09(c), (i) engage in negotiations or discussions with any Third
Party that has made a Superior Proposal or a bona fide Acquisition Proposal that
the Board of Directors of Price Parent reasonably believes will lead to a
Superior Proposal, (ii) furnish to such Third Party nonpublic information
relating to the Price Corporations or the Business pursuant to a confidentiality
agreement with terms no less favorable to the Price Corporations than those
contained in the Confidentiality Agreements, (iii) following receipt of such
Superior Proposal, take and disclose to its stockholders a position contemplated
by Rule 14e-2(a) under the 1934 Act, (iv) following receipt of such Superior
Proposal, fail to make, withdraw, or modify in a manner adverse to New LP its
recommendation to its stockholders referred to in Section 9.08 hereof or defer
or fail to call the Price Parent stockholder meeting in accordance with Section
9.08 hereof and/or (v) take any action ordered to be taken by the Price
Corporations by any court of competent jurisdiction which action has not been
stayed by the court after the Price Corporations have used all reasonable
efforts to obtain such a stay, but



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in each case referred to in the foregoing clauses (i) through (iv) only if the
Board of Directors of Price Parent determines in good faith by a majority vote,
on the basis of written advice from Proskauer Rose LLP, outside legal counsel to
Price Parent, that it must take such action to comply with its fiduciary duties
under applicable law; PROVIDED that, in rendering such written advice, such
counsel may state that its conclusions are based on an assumption that the Board
of Directors of Price Parent has concluded in good faith that the relevant
Acquisition Proposal is a Superior Proposal or reasonably believes that it will
lead to a Superior Proposal.

         (c) The Board of Directors of Price Parent shall not take any of the
actions referred to in clauses (i) through (iv) of the preceding subsection
unless the Price Corporations shall have delivered to New LP a prior written
notice advising New LP that it intends to take such action, and the Price
Corporations shall continue to advise New LP after taking such action, as set
forth below. In addition, the Price Corporations shall notify New LP promptly
(but in no event later than 24 hours) after receipt by the Price Corporations,
(or any of their advisors) of any Acquisition Proposal, any communication,
written or oral, that a Third Party is considering making an Acquisition
Proposal or of any request for information relating to the Price Corporations or
any of their Subsidiaries, or for access to the business, properties, assets,
books or records of the Price Corporations or any of their Subsidiaries by any
Third Party that has informed the Price Corporations that it may be considering
making, or has made, an Acquisition Proposal. The Price Corporations shall
provide such notice orally and in writing and shall identify the Third Party
making, and the terms and conditions of, any such Acquisition Proposal,
indication or request. The Price Corporations shall use reasonable efforts to
keep New LP fully informed, on a current basis, of the status and details of any
such Acquisition Proposal, indication or request. The Price Corporations shall,
and shall cause their Affiliates, advisors, employees and other agents of the
Price Corporations or any of their Subsidiaries, as applicable, to, cease
immediately and cause to be terminated any and all existing activities,
discussions or negotiations, if any, with any Third Party conducted prior to the
date hereof with respect to any Acquisition Proposal and shall use their
reasonable best efforts to cause any such Party (or its agents or advisors) in
possession of confidential information about the Price Corporations or any of
their Subsidiaries that was furnished by or on behalf of the Price Corporations
or any of their Subsidiaries, as applicable, to return or destroy all such
information.

         SECTION 9.10. COMPANY DEBT. (a) The Company shall, and the other Price
Corporations shall cause the Company to, elect that all of the Senior Secured
Notes be redeemed as permitted pursuant to Section 3.01(b) of the Senior Secured
Notes Indenture (the "SENIOR SECURED NOTES REDEMPTION") upon the occurrence of a
"Change of Control" (as therein defined), and shall provide notice of the Senior
Secured Notes Redemption to the trustee under the Senior Secured Notes Indenture



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and each holder of the Senior Secured Notes as required pursuant to the terms of
the Senior Secured Notes Indenture. The Company shall, and the other Price
Corporations shall cause the Company to, provide such notice no later than 29
days prior to the Closing Date. Such notice shall provide that the "Redemption
Date" with respect to the Senior Secured Notes Redemption shall be the day
immediately following the Closing Date (and shall be a date determined in
accordance with the provisions of Section 3.04 of the Senior Secured Notes
Indenture) and shall otherwise comply with the provisions of the Senior Secured
Notes Indenture. The Company shall, and the other Price Corporations shall cause
the Company to, comply in all other respects with the provisions of Article 3 of
the Senior Secured Notes Indenture with respect to the Senior Secured Notes
Redemption.

         (b) No later than the date which is 30 calendar days prior to the
Closing Date, New LP shall (and Cellco shall cause New LP to) commence a tender
offer and consent solicitation for all of the outstanding Senior Subordinated
Notes for such price and on such terms as New LP may determine (the "SENIOR
SUBORDINATED NOTES OFFER"). The terms of the Senior Subordinated Notes Offer
shall provide that acceptance of the offer shall be conditioned upon the
occurrence of the Closing and shall occur on the Closing Date. The dealer
manager for the Senior Subordinated Notes Offer shall be one or more reputable
investment banks selected by New LP.

         SECTION 9.11. ENVIRONMENTAL MATTERS. Prior to Closing, the Price
Corporations shall use all commercially reasonable efforts (not including the
payment of money unless reimbursed by New LP) to cause any and all consultants
who prepared reports disclosed in Schedule 7.19(a) (other than reports prepared
by, or for the benefit of, Cellco or New LP) to permit New LP to rely on each
report prepared by such consultant.

         SECTION 9.12. CONTOUR EXTENSION AGREEMENTS. Within 30 days after the
date hereof, the Price Corporations shall deliver to New LP all contour
extension agreements relating to the Business in effect as of the date hereof
and will deliver promptly to New LP any contour extension agreement relating to
the Business entered into by the Price Corporations after the date hereof.

         SECTION 9.13. GIANT BEAR AGREEMENT. Effective as of the Closing, the
Price Corporations will terminate the Giant Bear Agreement pursuant to Section
12.4 thereof and will pay to Giant Bear Inc. the termination payment
contemplated thereby. The Price Corporations acknowledge and agree that the
Company Cash Contribution Amount has been calculated taking into account any and
all obligations of Cellco and its Affiliates in connection with the termination
of the Giant Bear Agreement and that Cellco and its Affiliates have no further
obligations to Giant Bear Inc., any of the Price Corporations or any of their
respective Affiliates in connection therewith.



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                                   ARTICLE 10

                         COVENANTS OF CELLCO AND NEW LP

         Each of Cellco and New LP (as applicable) agrees that:

         SECTION 10.01. CONFIDENTIALITY. Prior to the Closing Date and after any
termination of this Agreement, Cellco, New LP and their respective Affiliates
will hold, and will use their best efforts to cause their respective officers,
directors, employees, accountants, counsel, consultants, advisors and agents to
hold, in confidence, unless compelled to disclose by judicial or administrative
process or by other requirements of law, all confidential documents and
information concerning the Business, the Price Corporations furnished to Cellco
or New LP or their respective Affiliates in connection with the transactions
contemplated by this Agreement and the Ancillary Agreements, except to the
extent that such information can be shown to have been (i) previously known on a
nonconfidential basis by any of Cellco or New LP, (ii) in the public domain
through no fault of any of Cellco or New LP or (iii) later lawfully acquired by
Cellco or New LP from sources other than the Price Corporations; provided that
Cellco or New LP may disclose such information to their respective officers,
directors, employees, accountants, counsel, consultants, advisors and agents in
connection with the transactions contemplated by this Agreement and the
Ancillary Agreements so long as such Persons are informed of the confidential
nature of such information and are directed to treat such information
confidentially. If this Agreement is terminated, Cellco, New LP and their
respective Affiliates will, and will use their best efforts to cause their
respective officers, directors, employees, accountants, counsel, consultants,
advisors and agents to, destroy or deliver to the Price Corporations, upon
request, all documents and other materials, and all copies thereof, obtained by
Cellco or New LP or their respective Affiliates or on their behalf from the
Price Corporations in connection with this Agreement or the Ancillary Agreements
that are subject to such confidence.

         SECTION 10.02. POST CLOSING ACCESS. On and after the Closing Date, New
LP will afford promptly to the Price Corporations and their agents reasonable
access to its properties, books, records, employees and auditors to the extent
necessary to permit the Price Corporations to determine any matter relating to
their rights and obligations hereunder or to any period ending on or before the
Closing Date, including, without limitation, preparation of tax returns;
PROVIDED that (i) any such access by the Price Corporations shall not
unreasonably interfere with the conduct of the business of New LP and (ii) no
access shall be provided for purposes of conducting any invasive sampling or
testing. The Price Corporations will hold, and will use their best efforts to
cause their officers, directors, employees, accountants, counsel, consultants,
advisors and agents to hold, in confidence, unless compelled to



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disclose by judicial or administrative process or by other requirements of law,
all confidential documents and information concerning New LP or the Business
provided to them pursuant to this Section.

         SECTION 10.03. CONDUCT OF BUSINESS. From the date hereof until the
Closing Date, Cellco and its Subsidiaries shall use their best efforts to cause
the business of Cellco Contributed Partnership to be conducted in the ordinary
course consistent with past practice.

         SECTION 10.04. ACCESS. From the date hereof until the Closing Date,
Cellco and its Subsidiaries will (i) give the Price Corporations, their counsel,
financial advisors, auditors and other authorized representatives full access,
upon reasonable notice and during normal business hours, to the offices,
properties, books and records of Cellco and the Cellco Contributed Partnership
(except for purposes of conducting any invasive sampling or testing), (ii)
furnish to the Price Corporations, their counsel, financial advisors, auditors
and other authorized representatives such financial and operating data and other
information relating to Cellco and the Cellco Contributed Partnership as such
Persons may reasonably request and (iii) instruct the employees, counsel and
financial advisors of Cellco to cooperate with the Price Corporations in its
investigation of Cellco and the Cellco Contributed Partnership, except that,
with respect to Cellco, such access, information and investigation shall be
solely for the purposes of, and to the extent reasonably necessary for,
confirming the accuracy or inaccuracy of the representations and warranties of
Cellco contained in Article 8. Any investigation pursuant to this Section shall
be conducted in such manner as not to interfere unreasonably with the conduct of
the business of Cellco or Cellco Contributed Partnership. No investigation by
the Price Corporations or other information received by the Price Corporations,
either before or after the date hereof, shall operate as a waiver or otherwise
affect any representation, warranty or agreement given or made by Cellco
hereunder.

         SECTION 10.05. CELLCO NONCOMPETE. Notwithstanding anything to the
contrary in this Agreement or the New LP Agreement, from the Closing Date until
the earlier to occur of (i) the Exchange Notice Deadline (as defined in the
Exchange Agreement) and (ii) the date on which neither the Company nor a
Permitted Transferee (as defined in the New LP Agreement) thereof is a limited
partner of New LP, Cellco and its Subsidiaries shall not engage, other than
through New LP, (1) in the business of constructing, developing, managing and
operating mobile wireless telephone systems servicing any of the Company
Cellular Telephone System Areas in Georgia, Alabama, South Carolina and Florida
or (2) in the business of providing cellular service at the wholesale level in
the Orange County, New York or Poughkeepsie, New York metropolitan statistical
areas (each a "COMPETING BUSINESS"); PROVIDED that the foregoing shall not
prohibit the acquisition by Cellco or any of its Subsidiaries of any business
that includes a Competing Business, or the



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investment by Cellco or any such subsidiary in any such business, so long as (x)
the Competing Business represents less than 10% of the sales (based on the
latest published audited financial statements) of such business, (y) subject to
Section 6.04 of the New LP Agreement, as promptly as reasonably practicable
after such acquisition or investment, Cellco or such Subsidiary takes such
actions as may be necessary to contribute, as an additional capital
contribution, such Competing Business or investment to New LP (provided that, if
approval of such contribution is required pursuant to Section 6.04(b) of the New
LP Agreement and such approval is not obtained because the member appointed to
the Management Committee by Price LP (as such terms are defined in the New LP
Agreement) failed to approve such contribution, Cellco or any of its
Subsidiaries may retain such Competing Business or investment notwithstanding
this Section 10.05), or (z) Cellco or any such Subsidiary disposes of such
Competing Business or investment within one year after such acquisition.

         SECTION 10.06. NOTICES OF CERTAIN EVENTS. Prior to the Closing, Cellco
shall promptly notify the Company of any of the following (provided that any
such notification shall not affect any of the Company's rights or obligations
under this Agreement):

                  (a) any notice or other communication from any Person alleging
         that the consent of such Person is or may be required in connection
         with any of the transactions contemplated by this Agreement or any of
         the Ancillary Agreements;

                  (b) any notice or other communication from any Governmental
         Entity in connection with any of the transactions contemplated by this
         Agreement or any of the Ancillary Agreements;

                  (c) any actions, suits, claims, investigations or proceedings
         commenced or, to its knowledge threatened against, relating to or
         involving or otherwise affecting New LP, or Cellco or its Subsidiaries
         that relate to the consummation of any of the transactions contemplated
         by this Agreement or any of the Ancillary Agreements;

                  (d) the damage or destruction by fire or other casualty of any
         assets of Cellco Contributed Partnership or in the event that any such
         asset becomes the subject of any proceeding or, to the knowledge of
         Cellco or its Subsidiaries, threatened proceeding for the taking
         thereof or of any right relating thereto by condemnation, eminent
         domain or other similar governmental action, except in each case to the
         extent such events will not have, and would not reasonably be expected
         to have, individually or in the aggregate, a material adverse effect on
         Cellco Contributed Partnership; and



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                  (e) becoming aware, that there has been a breach of any of the
         representations and warranties made by Cellco herein or in any of the
         Ancillary Agreements.

                                   ARTICLE 11

             COVENANTS OF CELLCO, NEW LP AND THE PRICE CORPORATIONS

         Each of Cellco, New LP and the Price Corporations agrees that:

         SECTION 11.01. BEST EFFORTS; FURTHER ASSURANCES. (a) Subject to the
terms and conditions of this Agreement, each of Cellco, New LP and the Price
Corporations will use their best efforts to take, or cause to be taken, all
actions and to do, or cause to be done, all things necessary, proper or
advisable under applicable laws and regulations or otherwise to consummate the
transactions contemplated by this Agreement; PROVIDED, that the foregoing
notwithstanding, Cellco shall have no obligation to register any securities
under the 1933 Act at any time prior to the VWI IPO (as defined in the Exchange
Agreement). In furtherance and not in limitation of the foregoing, each of
Cellco, New LP and the Price Corporations agrees to make an appropriate filing
of a Notification and Report Form pursuant to the HSR Act with respect to the
transactions contemplated hereby as promptly as practicable and in any event
within thirty calendar days of the date hereof and to supply as promptly as
practicable any additional information and documentary material that may be
requested pursuant to the HSR Act and to take all other actions necessary to
cause the expiration or termination of the applicable waiting periods under the
HSR Act as soon as practicable. Each of Cellco, New LP and the Price
Corporations agree to use their best efforts to take, or cause to be taken, all
actions and to do, or cause to be done, all things necessary or desirable to
obtain the Required Consents and Cellco further agrees to use its best efforts
to take, or cause to be taken, all actions and to do, or cause to be done all
things necessary or desirable to obtain the Cellco Credit Agreement Consents
referred to in Section 14.02(g) hereunder. The parties further agree to execute
and deliver such other documents, certificates, agreements and other writings
and to take such other actions as may be necessary or desirable in order to
consummate or implement expeditiously the transactions contemplated by this
Agreement (including, without limitation, satisfaction of the conditions set
forth in Sections 11.01(b) and 11.02(c)) and to vest in New LP good and
marketable title to the Company Contributed Assets and the Cellco Contributed
Assets.

         (b) Subject to the Price Corporations' rights under Article 15, each
Price Corporation hereby constitutes and appoints, effective as of the Closing
Date, New LP and its successors and assigns as the true and lawful attorney of
such Price



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Corporation with full power of substitution in the name of New LP, or in the
name of such Price Corporation but for the benefit of New LP, (i) to collect for
the account of New LP any items of Company Contributed Assets and (ii) to
institute and prosecute all proceedings which New LP may in its sole discretion
deem proper in order to assert or enforce any right, title or interest in, to or
under the Company Contributed Assets, and to defend or compromise any and all
actions, suits or proceedings in respect of the Company Contributed Assets. New
LP shall be entitled to retain for its own account any amounts collected
pursuant to the foregoing powers, including any amounts payable as interest in
respect thereof.

         SECTION 11.02. CERTAIN FILINGS. Each of Cellco, New LP and the Price
Corporations shall cooperate with each other (i) in connection with the
preparation of the Price Proxy Materials, (ii) in determining whether any action
by or in respect of, or filing with, any Governmental Entity is required, or any
actions, consents, approvals or waivers are required to be obtained from parties
to any material contracts, in connection with the consummation of the
transactions contemplated by this Agreement and (iii) in taking such actions or
making any such filings, furnishing information required in connection therewith
or with the Price Proxy Materials and seeking timely to obtain any such actions,
consents, approvals or waivers.

         SECTION 11.03. PUBLIC ANNOUNCEMENTS. Each party hereto agrees not to
issue any press release or make any public statement with respect to this
Agreement or the transactions contemplated hereby without having consulted with,
and having obtained the prior written consent of each other party hereto (such
consent not to be unreasonably withheld), prior to taking any such action;
PROVIDED that such prior written consent shall not be required with respect to
any press release or public statement the making of which may be required by
applicable law or any listing agreement with any national securities exchange.

         SECTION 11.04. TRADEMARKS; TRADENAMES. (a) Except as set forth in the
other subsections of this Section 11.04, after the Closing, New LP and its
Affiliates shall not use any of the marks or names set forth on Schedule 11.04
(collectively or individually as the context requires, the "PRICE TRADEMARKS AND
TRADENAMES").

         (b) After the Closing, New LP and its Affiliates shall have the right
to sell existing inventory and to use existing packaging, labeling, containers,
supplies, advertising materials, technical data sheets and any similar materials
bearing any Price Trademarks and Tradenames until one year after the Closing
Date. New LP and its Affiliates shall have the right to use the Price Trademarks
and Tradenames in advertising that cannot be changed by New LP and its
Affiliates using reasonable efforts for a period not to exceed one year after
the Closing Date. New LP and its Affiliates shall comply with all applicable
laws or regulations in any use of packaging or labeling containing the Price
Trademarks and Tradenames.



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         (c) New LP and its Affiliates shall not be obligated to change the
Price Trademarks and Tradenames on goods in the hands of dealers, distributors
and customers at the time of the expiration of a time period set forth in
subsection 11.04(b) above. The obliteration of the Price Trademarks and
Tradenames shall be deemed compliance with the covenant not to use the Price
Trademarks and Tradenames pursuant to this Section 11.04.

         (d) Subject to Sections 11.04(b) and 11.04(c), New LP and its
Affiliates agree to use reasonable efforts to cease using the Price Trademarks
and Tradenames on buildings, cars, trucks and other fixed assets as soon as
possible within a period not to exceed one year after the Closing Date.

         SECTION 11.05. WARN ACT. The parties agree to cooperate in good faith
to determine whether any notification may be required under the WARN Act as a
result of the transactions contemplated by this Agreement. New LP will be
responsible for providing any notification that may be required under the WARN
Act with respect to any Transferred Employees. The Price Corporations will be
responsible for providing any notification that may be required under the WARN
Act with respect to any employees who are not Transferred Employees; PROVIDED
that New LP or Cellco has given notice on or prior to the date that is 65 days
prior to the Closing Date to the Price Corporations of the identities of any
employees who are not Transferred Employees and for which a WARN Act notice
would be required to enable the Price Corporations to provide timely
notification under the WARN Act. If New LP fails to provide sufficient notice
and, as a result thereof any liability is imposed on the Price Corporations,
Cellco shall pay to the Price Corporations the amount of such liability.

         SECTION 11.06. H.O. SYSTEMS AGREEMENT. (a) Prior to Closing, the
Company will, and the other Price Corporations will cause the Company to, use
its commercially reasonable efforts to negotiate such amendments or
modifications to the H.O. Agreement (and only such amendments and modifications)
as may be necessary to terminate the H.O. Agreement effective on the date which
is the second anniversary of the Closing Date (the "H.O. AGREEMENT TERMINATION
DATE"). Except with the written consent of New LP, such amendments and
modifications shall not change in a manner adverse to New LP and its Affiliates
any provision of the Existing H.O. Agreement other than those providing for such
termination and the payment of an H.O. Cancellation Fee and shall be without any
liability or continuing obligation of any nature on the part of the Company or
New LP (as assignee under H.O. Agreement and their Affiliates) (other than
liabilities or obligations arising under the H.O. Agreement after the Closing
Date and before the H.O. Agreement Termination Date); PROVIDED that the Company
may agree to pay at the time of such termination a cancellation amount (a "H.O.
CANCELLATION FEE"). The Price Corporations agree that all costs and expenses
incurred by the Company and its



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Affiliates in connection with obtaining such amendments and modifications (other
than any H.O. Cancellation Fee or any costs or expenses incurred pursuant to the
terms of the H.O. Agreement after the Closing Date) will be Company Excluded
Liabilities, or if and to the extent such costs and expenses are to be borne by
New LP after the Closing, the amount of such costs and expenses, discounted as
set forth in Section 2.07(a)(ii) will be contributed to New LP as part of the
Company Cash Contribution Amount.

         (b) If the H.O. Agreement is amended as contemplated by Section
11.06(a), New LP agrees that it will cause the H.O. Agreement to be terminated
as of or prior to the H.O. Agreement Termination Date. Cellco and New LP
acknowledge that any adjustment to the Initial Company Capital Account pursuant
to clause (ii) of Section 2.07(a) is made in reliance on the agreement contained
in the first sentence of this Section 11.06(b).

         (c) If at any time after the Closing Date, New LP pays an H.O.
Cancellation Fee and, as a result thereof, any Cellco Indemnitee realizes, at
any time within 5 years after such payment, a Tax Reduction which is directly
attributable to such payment, Cellco LP and/or the Managing General Partner (as
defined in the New LP Agreement), as applicable, will compensate the Price
Corporations for such Tax Reduction by making a payment in accordance with
Section 12.06(c).

         SECTION 11.07. BCG AGREEMENT. In order to facilitate the efforts of the
Price Corporations to terminate the BCG Agreement prior to the Closing, New LP
shall provide the Price Corporations such assistance as the Price Corporations
may reasonably request in connection with the negotiations with Boston
Communications Group, including offering to include the Company Cellular
Telephone Systems Areas in the contract between Cellco Partnership d/b/a Verizon
Wireless and Cellular Express, Inc. d/b/a Boston Communications Group dated as
of September 29, 2000 (the "CELLCO/BCG AGREEMENT") on the terms currently
applicable under the Cellco/BCG Agreement.

         SECTION 11.08. FCC APPLICATION. (a) As promptly as practicable after
the execution and delivery of this Agreement, Cellco, New LP and the Company
shall, in good faith, cooperate with each other and consult with the FCC in
order to determine whether, other than actions previously taken and applications
and documents previously filed by the parties hereto, any applications, or
documents or other actions are required to obtain the consent of the FCC to the
transactions contemplated by this Agreement. Cellco, New LP and the Company will
cooperate in good faith and with due diligence in order to obtain any such FCC
consent as expeditiously as practicable. No party hereto shall knowingly take,
or fail to take, any action the intent or reasonably anticipated consequence of
which action or failure to act would



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be to cause the FCC not to grant approval of the transactions contemplated by
this Agreement or delay either such approval or the consummation of such
transactions.

         (b) Cellco and the Price Corporations shall each pay one-half (1/2) of
any FCC fees that may be payable in connection with any filing or granting of
approval contemplated by Section 11.08(a). New LP and the Price Corporations
shall each oppose any objection or petition against any such filing or approval,
and shall oppose any request for reconsideration or judicial review of the
granting of approval of the FCC of the transactions contemplated by this
Agreement.

         SECTION 11.09. NEW LP'S ENVIRONMENTAL REPORTS. Within 45 days after
signing this Agreement, upon reasonable notice to the Price Corporations if site
access is required, and without interfering with the Business, New LP, in its
discretion, may conduct a Phase I environmental site assessment for any Real
Property owned, leased or operated by the Company which was not owned, leased or
operated by the Company prior to November 14, 2000, and for any other Real
Property owned, leased or operated by the Company if (A) neither New LP nor any
of its Affiliates has already conducted such an assessment or (B) New LP or any
of its Affiliates has conducted such an assessment but New LP reasonably
determines that it is necessary or advisable to update such assessment. New LP's
Phase I Reports shall be prepared using an environmental consultant reasonably
acceptable to the Price Corporations and shall be prepared in accordance with
the ASTM 1527-00 standards. Immediately upon completion thereof, New LP shall
provide a copy of New LP's Phase I Reports to the Price Corporations. In the
event that any such Phase I Report identifies an environmental condition that
reasonably could result in Environmental Liabilities to the Company and New LP's
environmental consultant recommends in such Phase I Report that a Phase II
investigation is warranted, then New LP shall promptly upon receipt of the
results of the Phase I environmental site assessment conduct the recommended
Phase II (or may update any such Phase II conducted by Cellco or its Affiliates
prior to the date hereof), upon a scope of work reasonably acceptable to the
Price Corporations. New LP shall provide copies of the Phase II sampling results
and the Phase II report to the Price Corporations immediately upon New LP's
receipt thereof. If the results of the Phase II Reports, in the aggregate,
indicate the existence of Environmental Liabilities that are likely to cost in
excess of $1 Million to remediate, then New LP shall notify the Price
Corporations and the Price Corporations shall have the option of (x) undertaking
necessary corrective action at its cost and expense or (y) declining to
undertake the corrective action and affording New LP the option to seek
indemnification under Article 15 of this Agreement (subject to the terms
thereof). (New LP's Phase I reports, Phase II reports and all associated data
and reports, are collectively referred to as, "NEW LP'S ENVIRONMENTAL REPORTS")
All costs and expenses associated with the preparation of New LP's Environmental
Reports shall be borne solely by Cellco.



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                                   ARTICLE 12

                                   TAX MATTERS

         SECTION 12.01. TAX DEFINITIONS. The following terms, as used herein,
have the following meanings:

         "CELLCO INDEMNITEE" means Cellco, the MGP Interest Holder, the Cellco
LP Interest Holder, New LP, any of their respective Affiliates and the Partners
of Cellco.

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

         "POST-CLOSING TAX PERIOD" means (i) any Tax period beginning after the
Closing Date and (ii) with respect to a Tax period that commences on or before
but ends after the Closing Date, the portion of such Tax period beginning after
the Closing Date.

         "PRE-CLOSING TAX PERIOD" means (i) any Tax period ending on or before
the Closing Date and (ii) with respect to a Tax period that commences before but
ends after the Closing Date, the portion of such period up to and including the
Closing Date.

         "PROPERTY TAXES" means personal property, ad valorem, and real property
taxes but only if such taxes are levied on the Company Contributed Assets or the
Business.

         "TAX" means (i) any tax, governmental fee or other like assessment or
charge of any kind whatsoever (including, but not limited to, any withholding on
amounts paid to or by any Person), together with any interest, penalty, addition
to tax or additional amount imposed by any governmental authority (a "TAXING
AUTHORITY") responsible for the imposition of any such tax (domestic or
foreign), or (ii) liability for the payment of any amounts of the type described
in (i) as a result of being party to any agreement or any express or implied
obligation to indemnify any other Person.

         "TAX ASSET" means any net operating loss, net capital loss, investment
tax credit, foreign tax credit, charitable deduction or any other credit or tax
attribute that could reduce Taxes (including without limitation deductions and
credits related to alternative minimum Taxes and Tax basis of assets).

         "TAX LOSS" means any damage, loss, liability and expense (including,
without limitation, reasonable attorneys' fees and expenses) incurred by any
Cellco Indemnitee arising out of (i) any misrepresentation, breach of warranty
or breach of covenant made or to be made by any Price Corporation or any of
their Affiliates under this Article 12 and (ii) any Company Excluded Liability
in respect of Taxes.



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         "TAX REDUCTION" means, with respect to any item for any Person, the
excess of (i) the amount of Taxes that would have been payable (or the amount of
the Tax refund, offset or other reduction in Tax liability actually receivable)
by such Person in the absence of such item over (ii) the amount of Taxes
actually payable (or the amount of the Tax refund, offset or other reduction in
Tax liability that would have been receivable) by such Person after including
such item.

         "TAX WARRANTY BREACH" means, with respect to indemnification by the
Price Corporations, any misrepresentation or breach of warranty set forth in
Section 12.02 where, and only to the extent that, such breach creates a
liability for Tax (other than a Company Excluded Liability) in respect of a
Post-Closing Tax Period (determined in each case without regard to any
materiality qualification contained in any representation or warranty giving
rise to the claim for indemnity).

         SECTION 12.02.  TAX REPRESENTATIONS.  Each of the Price Corporations
represent and warrant to New LP as of the date hereof and as of the Closing Date
that:

         (a) FILING AND PAYMENT. Except as set forth on Schedule 12.02(a), (i)
all material Tax returns, statements, reports and forms (including estimated tax
or information returns and reports) required to be filed with any Taxing
Authority with respect to any Pre-Closing Tax Period by or on behalf of the
Price Corporations, any of their Subsidiaries or former Subsidiaries, or in
respect of the Business (including any schedule or attachment thereto, and any
amendment thereof, collectively, the "RETURNS"), have, to the extent required to
be filed on or before the date hereof or the Closing Date, as applicable, been
filed when due in accordance with all applicable laws; (ii) as of the time of
filing, the Returns were true and complete in all material respects; (iii) all
material Taxes due with respect to Returns that have been filed (whether or not
shown as due on any such Return) have been timely paid, or withheld and remitted
to the appropriate Taxing Authority; and (iv) the Price Corporations and their
Subsidiaries and former Subsidiaries have withheld and paid all material Taxes
required to have been withheld and paid in connection with amounts paid or owing
to any employee, independent contractor, creditor, stockholder, or other third
party.

         (b) FINANCIAL RECORDS. Except as set forth on Schedule 12.02(b), (i)
the charges, accruals and reserves for Taxes with respect to the Company
reflected on the books of the Company (excluding any provision for deferred
income taxes reflecting either differences between the treatment of items for
accounting and income tax purposes or carryforwards) are adequate to cover
material Tax liabilities accruing through the end of the last period for which
the Company ordinarily records items on its books; (ii) since the end of the
last period for which the Company ordinarily records items on its books, the
Company has not engaged in any transaction, or taken any other action, other
than in the ordinary course of business; and (iii) all



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information set forth in the Company Balance Sheet (including the notes thereto)
relating to Tax matters is true and complete in all material respects.

          (c) PROCEDURE AND COMPLIANCE. Except as set forth on Schedule
12.02(c), (i) except for Returns with respect to which the applicable statute of
limitations (after giving effect to extensions or waivers) has not expired, no
Returns filed with respect to the Price Corporations, any of their Subsidiaries
or former Subsidiaries or in respect of the Business are open; (ii) none of the
Price Corporations or any of their Subsidiaries or former Subsidiaries are
delinquent in the payment of any material Tax or have requested any extension of
time within which to file any Return and have not yet filed such Return; (iii)
the Company (or any member of any affiliated, consolidated, combined or unitary
group of which the Company is or has been a member) has not granted any
extension or waiver of the statute of limitations period applicable to any
Return, which period (after giving effect to such extension or waiver) has not
yet expired; (iv) there is no claim, audit, action, suit, proceeding, or
investigation now pending or threatened in writing against or with respect to
any Price Corporation or any of their Subsidiaries or former Subsidiaries in
respect of any Tax or Tax Asset; (v) no adjustment that would increase the Tax
liability, or reduce any Tax Asset, of any Price Corporation or any of their
Subsidiaries or former Subsidiaries or Cellco Indemnitee has been made or
proposed in writing during the last three years by a Taxing Authority which
could reasonably be expected to be made, proposed or threatened in an audit of
any subsequent Pre-Closing Tax Period or Post-Closing Tax Period; (vi) there are
no requests for rulings or determinations in respect of any Tax or Tax Asset
pending between any Price Corporation or any of their Subsidiaries or former
Subsidiaries and any Taxing Authority; (vii) neither any Price Corporation nor
any of their Subsidiaries or former Subsidiaries has received a written tax
opinion with respect to any transaction with respect to which the statute of
limitations has not yet expired (giving effect to any waiver, mitigation or
extension thereof) relating to any Price Corporation or to any of their
Subsidiaries or former Subsidiaries, other than a transaction in the ordinary
course of business; and (viii) during the three-year period ending on the date
hereof, neither any Price Corporation nor any Subsidiary or former Subsidiary of
any Price Corporation has (A) made or changed any tax election, changed any
annual tax accounting period, or adopted or changed any method of tax
accounting, or (B) filed any amended Return, entered into any closing agreement,
settled any Tax claim or assessment, or surrendered any right to claim a Tax
refund, offset or other reduction in Tax liability, to the extent any action
referred to in clause (A) or (B) may materially affect any Cellco Indemnitee
with respect to a Post-Closing Tax Period.

         (d) TAXING JURISDICTIONS. Schedule 12.02(d) contains a list of all
jurisdictions (whether foreign or domestic) in which the Company files Tax
Returns.




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          (e) TAX SHARING, CONSOLIDATION AND SIMILAR ARRANGEMENTS. Except as set
forth on Schedule 12.02(e), (i) the Company has not been a member of an
affiliated, consolidated, combined or unitary group other than one of which
Price Parent was the common parent; (ii) the Company is not party to any Tax
sharing agreement or to any other agreement or arrangement referred to in clause
(ii) of the definition of "Tax"; (iii) no material amount of the type described
in clause (ii) of the definition of "Tax" is currently due and payable by the
Company; and (iv) the Company has not entered into any agreement or arrangement
with any Taxing Authority with regard to the Tax liability of the Company (or
with regard to the Tax liability imposed on the Company Contributed Assets or
the Business) affecting any Tax period for which the applicable statute of
limitations, after giving effect to extensions or waivers, has not expired.

          (f) CERTAIN AGREEMENTS AND ARRANGEMENTS. Except as set forth on
Schedule 12.02(f), (i) neither any Price Corporation nor any Affiliate of any
Price Corporation is a direct or indirect beneficiary of a guarantee of tax
benefits or any other arrangement that has the same economic effect (including
an indemnity from a seller or lessee of property, or other insurance) with
respect to any transaction or tax opinion relating to any Price Corporation or
any of their Affiliates which affects any Tax period for which the applicable
statute of limitations has not expired (giving effect to any waiver, mitigation
or extension thereof); (ii) neither any Price Corporation nor any Affiliate of
any Price Corporation is a party to any understanding or arrangement (A)
described in Section 6111(d) or (B) which is, in the good faith judgment of such
Person, described in Section 6662(d)(2)(C)(iii) of the Code, which understanding
or arrangement affects any Tax period for which the applicable statute of
limitations has not expired (giving effect to any waiver, mitigation or
extension thereof); and (iii) during the three-year period ending on the date
hereof, neither any Price Corporation nor any Affiliate of any Price Corporation
was a distributing corporation or a controlled corporation in a transaction
intended to be governed by Section 355 of the Code.

          (g) POST-CLOSING ATTRIBUTES. Except as set forth on Schedule 12.02(g),
(i) the Company will not be required to include any adjustment in taxable income
for any Post-Closing Tax Period under Section 481(c) of the Code (or any similar
provision of the Tax laws of any jurisdiction) as a result of a change in method
of accounting for a Pre-Closing Tax Period; and (ii) no Cellco Indemnitee will
be required to include for a Post-Closing Tax Period taxable income attributable
to income economically realized by the Company in a Pre-Closing Tax Period,
including any distributions in a Pre-Closing Tax Period from an entity that is
fiscally transparent for Tax purposes.

          (h) PROPERTY AND LEASES. Except as set forth on Schedule 12.02(h), (i)
to the knowledge of the Price Corporations, the Company does not own an interest
in real



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property in any jurisdiction in which a Tax is imposed, or the value of the
interest is reassessed, on the transfer of an interest in real property and
which treats the transfer of an interest in an entity that owns an interest in
real property as a transfer of the interest in real property; (ii) none of the
property owned or used by the Company is subject to a tax benefit transfer lease
executed in accordance with Section 168(f)(8) of the Internal Revenue Code of
1954, as amended; (iii) all of the leases to which the Company is party are
treated by the Company, for federal income tax purposes, as "true" leases under
which the Company owns or uses the property subject to the leases; (iv) neither
the Company nor any of its Affiliates is party to a lease arrangement that is
described in Revenue Ruling 99-14; and (v) none of the property owned by the
Company is "tax-exempt use property" within the meaning of Section 168(h) of the
Code.

         (i) ROLLUP TRANSACTION. The Rollup Transaction was completed prior to
November 1, 2001. Except as set forth in Schedule 12.02(i), the Rollup
Transaction was completed prior to July 1, 2001.

         (j) TAX OPINION. The Company has received on the date hereof an opinion
(the "TAX OPINION") of Proskauer Rose LLP substantially in the form of Exhibit
G. In rendering such opinion, Proskauer Rose LLP relied upon the certifications
and representations from the Price Corporations in the form of Exhibit H.

         SECTION 12.03. COVENANTS. (a) Without the prior written consent of New
LP, which shall not be unreasonably withheld, neither any Price Corporation nor
any of their Affiliates shall, to the extent it may affect or relate to any
Cellco Indemnitee, make or change any Tax election, change any annual Tax
accounting period, adopt or change any method of Tax accounting, file any
amended Return, enter into any closing agreement, settle any Tax claim or
assessment, surrender any right to claim a Tax refund, offset or other reduction
in Tax liability, consent to any extension or waiver of the limitations period
applicable to any Tax claim or assessment or take or omit to take any other
action, if any such action or omission referred to in any clause of this Section
12.03(a) could have the effect of increasing the Tax liability or reducing any
Tax Asset of any Cellco Indemnitee (other than a reduction in a Tax Asset which
is in the ordinary course of business and consistent with the past practices of
the Company); PROVIDED that if such action or omission could have the effect of
increasing the Tax liability or reducing any Tax Asset of any Cellco Indemnitee,
(A) New LP's consent shall be deemed to have been reasonably withheld unless the
Price Corporations pay such Cellco Indemnitee the cost of the increase in such
Tax liability or the reduction in any such Tax Asset and (B) if the Price
Corporations make the payment set forth in the immediately preceding proviso and
such action shall have no other adverse effect on any Cellco Indemnitee, New LP
shall not withhold its consent.



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         (b) Subject to Section 12.04(c), all Returns required to be filed by
any Price Corporation or any of their Subsidiaries or former Subsidiaries on or
after the Closing Date in respect of a Pre-Closing Tax Period (i) will be
prepared and filed when due in accordance with all applicable laws and (ii) as
of the time of filing, will be true and complete in all material respects. All
such Returns shall be furnished to Cellco at least 45 days before the due date
for filing such Returns, and Cellco shall have the right to review and consent
to all such Returns, which consent shall not be unreasonably withheld. Any
dispute between the Price Corporations and Cellco with respect to Returns shall
be resolved pursuant to Section 12.06(d).

         (c) Except as required by law or as consistent with past practices, the
Price Corporations will take no position on any Tax Returns that relate to the
Business that would adversely affect any Cellco Indemnitee after the Closing
Date; PROVIDED that for purposes of this sentence, a Cellco Indemnitee shall not
be deemed to be adversely affected if such position (i) does not bind such
Cellco Indemnitee, (ii) does not require any Cellco Indemnitee to concede or
accept, or preclude any Cellco Indemnitee from taking, any Tax position with
respect to any Post-Closing Tax Period, and (iii) could not increase the Tax
liability or reduce a Tax Asset of any Cellco Indemnitee with respect to any
Post-Closing Tax Period.

         (d) The Price Corporations will allow Cellco and its counsel at their
own expense to be present at any audits of any Tax Returns to the extent that
such returns relate to the Company. No Price Corporation will settle any audit
in a manner which would adversely affect any Cellco Indemnitee; provided,
however, that a settlement shall not be deemed to have an adverse effect on any
Cellco Indemnitee if the settlement agreement (i) merely requires any Price
Corporation to make a payment, which payment shall be made by a Price
Corporation immediately upon the settlement, (ii) does not require any Cellco
Indemnitee to concede or accept, or preclude any Cellco Indemnitee from taking,
any Tax position with respect to any Post-Closing Tax Period, and (iii) could
not increase the Tax liability or reduce any Tax Asset (other than the reduction
of net operating losses of the Company carried forward from the Pre-Closing Tax
Period) of any Cellco Indemnitee with respect to a Post-Closing Tax Period
(unless the Price Corporations pay such Cellco Indemnitee the cost of any
increase in Tax liability or reduction in such Tax Asset).

         (e) Price Corporations and their Subsidiaries and Former Subsidiaries
shall take all actions, including without limitation filing appropriate and
timely returns and making appropriate and timely elections, that are required to
preclude application of Code Section 732(f) to any Company Contributed Assets by
reason of the Rollup Transactions.

         SECTION 12.04. TAX COOPERATION; ALLOCATION OF CERTAIN TAXES. (a) New LP
and the Price Corporations agree to furnish or cause to be furnished to each
other,



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upon request, as promptly as practicable, such information and assistance
relating to the Business and the Company Contributed Assets (including, without
limitation, access to books and records) as is reasonably necessary for the
filing of all Tax returns, the making of any election relating to Taxes, the
preparation for any audit by any taxing authority, and the prosecution or
defense of any claim, suit or proceeding relating to any Tax. New LP and the
Price Corporations shall retain all books and records with respect to Taxes
pertaining to the Contributed Assets until the applicable statute of limitations
with respect to the party in possession of such books and records that applies
to all of the Tax items contained in such books and records has expired (giving
effect to any waiver, mitigation or extension thereof). At the end of such
period, each party shall provide the other with at least ten days prior written
notice before destroying any such books and records, during which period the
party receiving such notice can elect to take possession, at its own expense, of
such books and records. New LP and the Price Corporations shall cooperate with
each other in the conduct of any audit or other proceeding relating to Taxes
involving the Company Contributed Assets or the Business.

         (b) In the case of any Property Taxes that are imposed on a periodic
basis and are payable for a Tax period that includes (but does not end on) the
Closing Date, the portion of such Tax attributable to the Pre-closing Tax Period
shall be deemed to be the amount of such Tax for the entire Tax period (which
period shall be the calendar year in which the assessment date for such Tax
falls) multiplied by a fraction the numerator of which is the number of days in
the Tax period ending on and including the Closing Date and the denominator of
which is the number of days in the entire Tax period. To the extent not
reflected in the calculation of the Final Working Capital Amount, the Price
Corporations shall be liable for the Property Taxes attributable to any
Pre-Closing Tax Period and New LP shall be liable for the Property Taxes
attributable to any Post-Closing Tax Period.

         (c) Subject to Section 17.10, all transfer, documentary, sales, use,
stamp, registration, value added taxes and fees (including any penalties and
interest) incurred in connection with the Company Asset Contribution (including,
without limitation, any real property transfer tax and any similar Tax)
(collectively, "TRANSFER TAXES") shall be paid by the Company when due. The
Company will file all necessary Returns and other documentation with respect to
all such Transfer Taxes and fees, and New LP shall (i) have the right to review
and approve (which approval shall not be unreasonably withheld) the Returns
related to the Transfer Taxes, (ii) reimburse the Company for one-half of the
amounts payable with respect to the Transfer Taxes in the form of an adjustment
to the Company Capital Account, and (iii) if required by applicable law, join,
and will cause its Affiliates to join, in the execution of any Returns and other
documentation related to the Transfer Taxes.



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         (d) Taxes described in Section 12.04(b) and (c) shall be timely paid,
and all applicable filings, reports and returns shall be filed, as provided by
applicable law. The paying party shall be entitled to reimbursement from the
non-paying party in accordance with Section 12.04(b) or (c), as the case may be
except in the case of Property Taxes, to the extent that such Property Taxes
have been reflected in the calculation of the Final Working Capital Amount. Upon
payment of any such Tax, the paying party shall present a statement to the
non-paying party setting forth the amount of reimbursement to which the paying
party is entitled under Section 12.04(b) or (c), as the case may be together
with such supporting evidence as is reasonably necessary to calculate the amount
to be reimbursed. The non-paying party shall make such reimbursement promptly
but in no event later than 10 days after the presentation of such statement. Any
payment not made within such time shall bear interest at the rate set forth in
Section 15.04(c) for each day until paid.

         (e) The parties hereto shall, and shall cause their Affiliates to, each
treat on all Returns the Assets Contributions and the Cash Contributions as a
721 Contribution, and shall not take any position inconsistent therewith on any
Return or otherwise.

         SECTION 12.05. TAX CERTIFICATES. (a) At or before the Closing, the
Company will deliver to New LP a tax clearance certificate from each of the
States of Georgia, Alabama, South Carolina and Florida for all periods for which
such certificate may be obtained, indicating that all tax returns required to
have been filed by the Company during such periods have been filed and that all
Taxes required to be paid by the Company, as shown on such returns, have been
paid (each, a "PRELIMINARY TAX CERTIFICATE"). If the Company is unable to
deliver any Preliminary Tax Certificate because the Company has not paid all
Taxes which it was required to pay to the applicable jurisdiction, then New LP
shall have the option of paying such Taxes on the Closing Date on behalf of the
Company, and reducing the Company Capital Account by the amount of such tax
payment.

         (b) The Company shall deliver to New LP no later than 60 days after the
Closing Date a tax clearance certificate from each of the states of Georgia,
Alabama, South Carolina and Florida for all periods through the Closing Date,
indicating that all tax returns required to have been filed by the Company
through and including such date have been filed and that all Taxes required to
be paid by the Company, as shown on such returns, have been paid.

         SECTION 12.06. DISPUTE RESOLUTION. (a) Not later than 30 days after
receipt by any of the Price Corporations of written notice from Cellco stating
that any Tax Loss has been incurred by a Cellco Indemnitee and the amount
thereof and of the indemnity payment requested, the Price Corporations shall
discharge any obligation to indemnify the Cellco Indemnitee against such Tax
Loss by paying to New LP an



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<Page>

amount equal to the amount of such Tax Loss. Notwithstanding the foregoing, if
New LP provides any Price Corporation with written notice of a Tax Loss at least
30 days prior to the date on which the relevant Tax Loss is required to be paid
by any Cellco Indemnitee, within that 30-day period such Price Corporation shall
discharge any obligation to indemnify the Cellco Indemnitee against such Tax
Loss by making payments to the relevant Taxing Authority or New LP, as directed
by New LP, in an aggregate amount equal to the amount of such Tax Loss. The
payment by a Cellco Indemnitee of any Tax Loss shall not relieve the Price
Corporations of their obligation under Section 15.02.

         (b) New LP agrees to give prompt notice to a Price Corporation of any
Tax Loss or the assertion of any claim, or the commencement in writing by the
relevant Taxing Authority of any investigation, inquiry, examination, audit,
suit, action or proceeding (each, a "TAX PROCEEDING") in respect of which
indemnity may be sought hereunder (specifying with reasonable particularity the
basis therefor and providing Price Parent with copies of all notices and other
correspondence received in connection therewith) and will give a Price
Corporation such additional information with respect thereto as such Price
Corporation may reasonably request. The Price Corporations may, at their own
expense, (i) participate in and (ii) upon notice to New LP, assume the defense
of any Tax Proceeding (including, without limitation, any refund claim relating
thereto); PROVIDED that (i) the Price Corporations' counsel is reasonably
satisfactory to New LP, (ii) the Price Corporations shall thereafter consult
with New LP upon New LP's reasonable request for such consultation from time to
time with respect to such Tax Proceeding, (iii) the Price Corporations, upon the
reasonable request of New LP, deposit sufficient finds in an escrow account to
ensure the payment of such claim and (iv) the Price Corporations shall not,
without New LP's consent (which shall not be unreasonably withheld), agree to
any settlement with respect to any Tax if such settlement could have an adverse
affect on any Cellco Indemnitee; PROVIDED, HOWEVER, that a settlement shall not
be deemed to have an adverse effect on any Cellco Indemnitee if the settlement
agreement (i) merely requires Cellco Indemnitee to make a payment (which payment
shall be paid by the Price Corporations), (ii) does not require any Cellco
Indemnitee to concede or accept, or preclude any Cellco Indemnitee from taking,
any Tax position with respect to any Post-Closing Tax Period, and (iii) could
not increase the Tax liability or reduce any Tax Asset of any Cellco Indemnitee
(unless the Price Corporations pay such Cellco Indemnitee the cost of any such
increase in Tax liability or the cost of any such reduction in any Tax Asset);
and PROVIDED, FURTHER, that in lieu of granting its consent to the settlement of
any Tax item which is the subject of a Tax Loss, New LP shall have the option,
exercisable in its sole discretion, to require the Price Corporations to (x) pay
New LP the amount the Price Corporations would have paid to the relevant Taxing
Authority in respect of the settlement of such Tax Loss and (y) allow New LP to
assume the defense of the audit and settlement of such issue, in exchange for
granting the Price Corporations a release from their indemnification obligations



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<Page>

pursuant to Section 15.02 related to such Tax Loss. The Price Corporations shall
use their best efforts to arrive at a settlement agreement with the relevant
Taxing Authority that does not set forth the basis for the settlement and does
not require any Cellco Indemnitee to concede or accept, or preclude any Cellco
Indemnitee from taking, any Tax position. If the Price Corporations assume such
defense, (i) New LP shall have the right (but not the duty) to participate in
the defense thereof and to employ counsel (reasonably satisfactory to the Price
Corporations), at its own expense, separate from the counsel employed by the
Price Corporations and (ii) the Price Corporations shall not assert that the Tax
Loss, or any portion thereof, with respect to which New LP seeks indemnification
is not within the ambit of Section 15.02. If the Price Corporations elect not to
assume such defense, New LP may pay, compromise or contest the Tax at issue. The
Price Corporations shall be liable for the fees and expenses of counsel employed
by New LP for any period during which the Price Corporations have not assumed
the defense thereof. Whether or not the Price Corporations choose to defend or
prosecute any claim, all of the parties hereto shall cooperate in the defense or
prosecution thereof.

         (c) Any amounts payable by the Price Corporations to a Cellco
Indemnitee pursuant to Section 15.02 shall be adjusted as follows: (i) to the
extent an additional Tax is imposed on an Cellco Indemnitee in respect of the
receipt of such payment, the amount payable by the Price Corporations with
respect to such payment shall be increased by an amount necessary so that after
the payment of such additional Tax (including any Tax imposed on additional
amounts payable pursuant to this sentence), the Cellco Indemnitee shall have
received an amount equal to what it would have received had no such additional
Tax been imposed; and (ii) such amounts shall be reduced by the amount of any
Tax Reduction actually realized by a Cellco Indemnitee with respect to the
adjustment giving rise to such payment for the Tax period during which such
payment is made or in any preceding Tax period, PROVIDED, HOWEVER, that (A) if
the adjustment which gives rise to Price Corporations' obligation to make a
payment pursuant to Section 15.02 relates to a Tax attribute of the Company, no
reduction pursuant to this clause (ii) shall be made, and (B) if any such Cellco
Indemnitee actually realizes a Tax Reduction in any of the next four succeeding
Tax years and such Tax Reduction has not been taken into account in clause (ii)
above, such Cellco Indemnitee shall pay to the Price Corporations the amount of
such Tax Reduction actually realized. A nationally recognized accounting firm
chosen by the Cellco Indemnitee shall provide the Price Corporations a statement
certifying the amount of such Tax benefit actually realized, if any, by such
Cellco Indemnitee. The Price Corporations shall have no right to review any
information related to the calculation of such Tax benefit.

         (d) Disputes arising under Section 12.03(b) and not resolved by mutual
agreement as stated therein shall be resolved by a nationally recognized
accounting firm with no material relationship with Cellco, any partner of
Cellco, the Price



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Corporations or any Affiliate of the foregoing (the "ACCOUNTING REFEREE"),
chosen and mutually acceptable to both Cellco and the Price Corporations within
five days of the date on which the need to choose the Accounting Referee arises.
The Accounting Referee shall resolve any disputed items within 30 days of having
the item referred to it pursuant to such procedures as it may require. The
costs, fees and expenses of the Accounting Referee shall be borne equally by
Cellco and the Price Corporations.

                                   ARTICLE 13

                                EMPLOYEE BENEFITS

         SECTION 13.01. EMPLOYEE BENEFITS DEFINITIONS. The following terms, as
used herein, having the following meanings:

         "EMPLOYEE PLANS" means the plans referred to in the first sentence of
Section 13.02(a).

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

         "ERISA AFFILIATE" of any entity means any other entity which, together
with such entity, would be treated as a single employer under Section 414 of the
Code.

         SECTION 13.02. ERISA REPRESENTATIONS. Each of the Price Corporations
hereby represents and warrants to New LP that:

         (a) Schedule 13.02(a) lists each employment, severance or other similar
contract, arrangement or policy (written or oral) and each plan or arrangement
(written or oral) providing for insurance coverage (including any self-insured
arrangements), workers' compensation, disability benefits, supplemental
unemployment benefits, vacation benefits, retirement benefits or for deferred
compensation, profit-sharing, bonuses, stock options, stock appreciation or
other forms of incentive compensation or post-retirement insurance, compensation
or benefits, including each "employee benefit plan", as such term is defined in
Section 3(3) of ERISA, which (i) is maintained, administered or contributed to
by the Price Corporations or any of their Affiliates and (ii) covers any
Business Employee (collectively, the "EMPLOYEE PLANS"). With respect to each
Employee Plan, the Price Corporations have provided a true and complete copy of
such contract, plan or arrangement (or a written description thereof), including
all amendments thereto and written interpretations thereof, and, if applicable,
the most recently filed Form 5500 and an accurate summary description of such
plan.



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          (b) No Employee Plan is a "multiemployer plan", as such term is
defined in Section 3(37) of ERISA, and no Employee Plan is subject to Title IV
of ERISA. Neither Company nor any of its ERISA Affiliates has incurred any
liability under Title IV of ERISA arising in connection with the termination of
any plan covered or previously covered by Title IV of ERISA that could become,
after the Closing Date, an obligation of New LP or any of its Affiliates.

          (c) Each Employee Plan which is intended to be qualified under Section
401(a) of the Code (i) has been determined by the Internal Revenue Service to be
so qualified and (ii) each trust forming a part thereof has been determined to
be exempt from tax pursuant to Section 501(a) of the Code and, in each case,
nothing has occurred since such determination that could reasonably be expected
to result in the revocation of such determination. The Price Corporations have
furnished to New LP copies of the most recent Internal Revenue Service
determination letters with respect to each such Employee Plan. Each Employee
Plan has been maintained in substantial compliance with its terms and with the
requirements prescribed by any and all applicable statutes, orders, rules and
regulations, including but not limited to ERISA and the Code. No material audit
or investigation by any Governmental Entity is pending or, to the knowledge of
the Price Corporations, threatened, regarding any Employee Plan.

          (d) With respect to Business Employees, there are no post-retirement
welfare benefits that are provided, except as required by Section 601 of ERISA.

          (e) Except as disclosed in writing to New LP prior to the date hereof,
there has been no amendment to, written interpretation of or announcement
(whether written or not written) by the Price Corporations or any of their
Affiliates relating to, or change in employee participation or coverage under,
any Employee Plan which would increase materially the expense of maintaining
such Employee Plan above the level of the expense incurred in respect thereof
for the most recent fiscal year.

          (f) The Company Contributed Assets are not now nor will they after the
passage of time be subject to any Lien imposed under Section 412(n) of the Code
by reason of the failure of the Company or its ERISA Affiliates to make timely
installments or other payments required by such Section 412.

          (g) Except as contemplated by the Employee Plans set forth in Schedule
13.02(a) (or otherwise contemplated by Section 13.07 or 13.08), no Business
Employee will become entitled to any retirement, severance, change in control
benefit, transaction bonus or similar benefit or enhanced benefit solely as a
result of the Contemplated Transactions.



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         (h) With respect to Business Employees, (i) none of the Price
Corporations or their Affiliates is a party to or subject to any union contract
or collective bargaining agreement, (ii) the Price Corporations and its
Affiliates are in compliance in all material respects with all applicable laws
regarding employment and employment practices, terms and conditions and wages
and hours, and are not engaged in any unfair labor practice that would affect
the Company in any material respect and (iii) there is no unfair labor practice
complaint pending or, to the knowledge of the Price Corporations, threatened,
before the National Labor Relations Board that would affect the Company in any
material respect.

         SECTION 13.03. NO THIRD PARTY BENEFICIARIES. No provision of this
Article 13 shall create any third party beneficiary or other rights in any
employee or former employee (including any beneficiary or dependent thereof) of
the Price Corporations or of any of their Affiliates in respect of continued
employment (or resumed employment) with either New LP or the Business or any of
their Affiliates, and no provision of this Article 13 shall create any such
rights in any such Persons in respect of any benefits that may be provided,
directly or indirectly, under any Employee Plan or any plan or arrangement which
may be established by New LP or any of their Affiliates. No provision of this
Agreement shall constitute a limitation on rights to amend, modify or terminate
after the Closing Date any such plans or arrangements of New LP or any of their
Affiliates.

         SECTION 13.04. EMPLOYEES. (a) Schedule 13.04 sets forth (as of December
14, 2001) a true and complete list of (i) the names, titles, annual salaries and
other compensation of all Business Employees and (ii) the annual rates for
non-salaried Business Employees (by classification). Except as disclosed on
Schedule 13.04, all employees primarily involved in the Business are employees
of the Company and, to the knowledge of the Price Corporations (after due
inquiry), all such employees who are not U.S. citizens are valid legal permanent
residents or hold valid H-1 Visas under the U.S. Immigration and Nationality
Act. The Price Corporations do not have any knowledge of, and have not
investigated the intention of, any Business Employee to resign or retire as a
result of the Contemplated Transactions within one year after the Closing Date.

         (b) Effective as of the Closing Date, New LP or its Affiliates shall
make an offer of employment to all Active Transferred Employees (as defined
below) with such compensation that is, in the aggregate, substantially
comparable to the compensation provided to similarly situated employees of
Cellco or its Affiliates. The employment by New LP or its Affiliates of such
Active Transferred Employees who accept such offer of employment shall commence
on the Closing Date. "ACTIVE TRANSFERRED EMPLOYEES" shall mean those Transferred
Employees who are present at work on the Closing Date or who are absent on the
Closing Date solely by reason of vacation or illness, and shall not include any
employee who has terminated his or



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her employment (for any reason), retired or died on or before the Closing Date
or any Transferred Employee who is absent on the Closing Date by reason of any
leave of absence approved under a policy or plan set forth in Schedule 13.02(a)
("INACTIVE TRANSFERRED EMPLOYEE"). New LP or its Affiliates may employ any such
Inactive Transferred Employee on the date when such leave ends, with such
compensation that is, in the aggregate, substantially comparable to the
compensation provided to similarly situated employees of Cellco or its
Affiliates, and the employment of any such Inactive Transferred Employee who
becomes so employed shall commence on such date. Any Inactive Transferred
Employee who is not so employed when such leave ends (or, prior to the end of
such leave, it is determined by New LP or its Affiliates that such Inactive
Transferred Employee shall not be so employed) shall be treated in accordance
with the plans and policies of the Price Corporations or its Affiliates then in
effect (including, if applicable, any severance plans or policies).

         (c) On or after the date hereof, without the written consent of New LP
(such consent not to be unreasonably withheld), the Price Corporations will not,
nor will they permit any of their respective Affiliates or any employee or agent
of the Price Corporations or any such Affiliates to, make any formal
communication to any Business Employee regarding the terms or conditions of such
Business Employee's employment on and after the Closing Date with New LP or its
Affiliates.

         SECTION 13.05. EMPLOYEE BENEFITS. (a) Effective as of the Closing Date,
New LP or its Affiliates shall provide Transferred Employees who accept their
offer of employment with benefits that are, in the aggregate, substantially
comparable to the benefits provided to similarly situated employees of Cellco or
its Affiliates. New LP or its Affiliates shall give such Transferred Employees
credit for prior service with the Price Corporations for participation, vesting
and benefit entitlement purposes, but not for the purpose of benefit accrual,
under the employee benefit plans, policies or programs of New LP or its
Affiliates.

         (b) Effective as of the Closing Date, the Price Corporations or its
Affiliates shall amend, to the extent necessary, each of the defined
contribution plans in which Business Employees participate (collectively, the
"PRICE CORPORATION DC PLANS") to cause the account balances of each Transferred
Employee thereunder to vest as of the Closing Date and to cause their active
participation in the Price Corporation DC Plans to cease as of the Closing Date.
The Price Corporations or their Affiliates shall take any steps necessary to
permit such Transferred Employees to receive a distribution of their accrued
benefits from each of the Price Corporation DC Plans as a result of the
Contemplated Transactions; PROVIDED that the terms of those plans and applicable
law would permit such a distribution. On or following the Closing Date, the
defined contribution plan of New LP or its Affiliates (the "NEW LP DC PLAN")
shall (if elected by such Transferred Employees) accept individual rollovers in
cash



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of such Transferred Employees' distributions from the Price Corporations DC
Plans, subject to the terms and conditions of the New LP DC Plan and applicable
law.

         (c) Effective as of the Closing Date, the Price Corporations or their
Affiliates shall amend, to the extent necessary, any cafeteria plan in which
Business Employees participate (the "PRICE CORPORATION CAFETERIA PLAN") to cause
the active participation of Transferred Employees in the Price Corporation
Cafeteria Plan to cease as of the Closing Date.

         SECTION 13.06. EXCLUDED EMPLOYEES. Except as provided in Section 11.05
or 13.07, the Price Corporations shall retain and be wholly liable for all
employment- related liabilities and obligations with respect to each Excluded
Employee, including without limitation any liabilities and obligations with
respect to compensation, benefits or employee Actions relating to or arising
from the employment of any Excluded Employee by any of the Price Corporations or
their Affiliates or the termination of such employment. If the employment of any
Excluded Employee is terminated by the Price Corporations or any of their
Affiliates, the Price Corporations shall use reasonable best efforts to have
such Excluded Employee execute a written release of claim in a form consistent
with the form approved by Cellco or its Affiliates in connection with the
Transaction Agreement dated November 14, 2000 (the "RELEASE").

         SECTION 13.07. SEVERANCE AND SIMILAR LIABILITIES. Fifty percent of (i)
any severance or stay bonus liability, obligation or claim incurred by the Price
Corporations or their Affiliates in connection with any Business Employee (A)
who the Price Corporations or their Affiliates have previously identified in
writing to Cellco before the date hereof as covered by such severance and/or
stay bonus arrangements, where payment is made in accordance with the terms of
their respective arrangements, or (B) who becomes so covered after the date
hereof with the written consent of New LP or Cellco, which consent shall not be
unreasonably withheld; PROVIDED, that such consent shall not be required in
respect of an Excluded Employee and (ii) any salary, severance or stay bonus
liability, obligation or claim incurred by the Price Corporations or their
Affiliates in connection with any Excluded Employee who, at the written request
of New LP, remains with the Price Corporations or their Affiliates for up to 90
days after the Closing Date for transitional purposes shall, in each instance,
be reimbursed by Cellco within 15 days after the Closing Date (or, in respect of
such payment to an employee referenced in clause (ii) above, within 15 days of
payment of such amount to such employee); PROVIDED that the Price Corporations
shall use reasonable best efforts to have each such employee execute a Release
and a copy of such executed Release has been provided to New LP or Cellco.



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         SECTION 13.08. INACTIVE TRANSFERRED EMPLOYEES. Any salary, leave-of-
absence pay or benefits and similar employment-related liabilities and
obligations required to be paid or honored in connection with any Inactive
Transferred Employee from the Closing Date through the date on which such
Inactive Transferred Employee ends his or her leave of absence in accordance
with the plans and policies of the Price Corporations or its Affiliates then in
effect or in accordance with applicable law shall be paid or honored by the
Price Corporations or their Affiliates; PROVIDED, HOWEVER, that 50% of any such
payment shall be reimbursed by Cellco within 15 days after the Price
Corporations gives notice to Cellco of such payment.

         SECTION 13.09. UNPAID ACCRUED BONUS. All Accrued Bonus Liability as of
the Closing Date in respect of the Transferred Employees shall be paid by the
Company to such Transferred Employees within 30 days after the Closing Date.

                                   ARTICLE 14

                              CONDITIONS TO CLOSING

         SECTION 14.01. CONDITIONS TO OBLIGATIONS OF EACH PARTY. The obligations
of each party hereto to consummate the Closing are subject to the satisfaction
of the following conditions:

         (a) The transactions contemplated by this Agreement and the Ancillary
Agreements (other than the VWI Exchange) shall have been approved by the
stockholders of the Price Parent in accordance with New York Law.

         (b) Any applicable waiting period under the HSR Act relating to the
transactions contemplated hereby (other than the VWI Exchange or the VCI
Exchange) shall have expired or been terminated.

         (c) No provision of any applicable law or regulation and no judgment,
injunction, order or decree shall prohibit the consummation of the Closing.

         (d) The VCI Registration Statement shall have been declared effective
and no stop order suspending the effectiveness of the VCI Registration Statement
shall be in effect and no proceedings for such purpose shall be pending before
or threatened by the SEC.

         (e) The New LP Agreement shall have been executed and delivered by the
parties thereto.

         (f) All consents and waivers required under the terms of the Credit
Agreement dated as of April 3, 2000 among Cellco, The Chase Manhattan Bank,
Citibank, N.A. and other financial institutions (the "CELLCO CREDIT AGREEMENT



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CONSENTS") in connection with the transactions contemplated hereby shall have
been obtained and shall be in form and substance reasonably acceptable to Cellco

         SECTION 14.02. CONDITIONS TO OBLIGATION OF CELLCO AND NEW LP. The
obligation of each of Cellco and New LP to consummate the Closing is subject to
the satisfaction of the following further conditions:

         (a) There shall not be outstanding any indebtedness for borrowed money
or other long-term liabilities of the Business other than the Company Debt.

         (b) There shall not have occurred since the date of this Agreement and
there shall not exist any event, occurrence, development or state of
circumstances or facts which, individually or in the aggregate, will have, or
would reasonably be expected to have, a Material Adverse Effect.

         (c) (i) The Price Corporations shall have performed in all material
respects their obligations (other than the obligations set forth in Section
9.01(i)) hereunder required to be performed by them on or prior to the Closing
Date, (ii) the Price Corporations shall have performed their obligations set
forth in Section 9.01(i) and the representations and warranties of the Price
Corporations contained in this Agreement and in any certificate delivered by the
Price Corporations pursuant hereto or pursuant to any Ancillary Agreement and
the representations and warranties made by each party to the Voting Agreement,
in each case disregarding all qualifications and exceptions contained therein
relating to materiality or Material Adverse Effect, shall be true at and as of
the Closing Date, as if made at and as of such date with only such exceptions as
will not have, and would not reasonably be expected to have, individually or in
the aggregate, a Material Adverse Effect, and (iii) New LP shall have received a
certificate signed by an executive officer of each of the Price Corporations to
the foregoing effect and to the effect set forth in Section 14.02(b).

         (d) There shall not be instituted or pending any action or proceeding
by any Governmental Entity or any other Person before any court or other
Governmental Entity, domestic or foreign, seeking to restrain, prohibit or
otherwise interfere with the consummation of the Closing, the Asset
Contributions, or the ownership or operation by New LP or any of its Affiliates
of all or any material portion of the Company Contributed Assets or the Cellco
Contributed Assets or the business or assets of New LP or any of its Affiliates
or to compel New LP or any of its Affiliates to dispose of all or any material
portion of the Company Contributed Assets or the Cellco Contributed Assets or of
New LP or any of its Affiliates or seeking to require divestiture by New LP or
any of its respective Affiliates of any Company Contributed Assets or Cellco
Contributed Assets which, in the case of an action or proceeding by a Person
other than a Governmental Entity, is reasonably likely to result in judgment in
favor of the plaintiff.



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          (e) There shall not be any statute, rule, regulation, injunction,
order or decree enacted, enforced, promulgated or issued, by any court or other
Governmental Entity, domestic or foreign, other than the application of the
waiting period provisions of the HSR Act, that will or would reasonably be
expected to, result in any of the consequences referred to in clause 14.02(d)
above.

          (f) New LP shall have received opinions of Proskauer Rose LLP, counsel
to the Price Corporations, dated the Closing Date substantially in the form of
Exhibit I hereto and Holland & Knight LLP, counsel to the Price Corporations,
dated the Closing Date substantially in the form set forth in Exhibit M hereto.
New LP shall also have received an opinion of Skadden, Arps, Slate, Meagher &
Flom LLP, FCC counsel to the Price Corporations, dated the Closing Date
substantially in the form attached as Exhibit J hereto. In rendering such
opinions, such counsel may rely upon certificates of public officers, as to
matters governed by the laws of jurisdictions other than New York and Delaware
or the federal laws of the United States of America, upon opinions of counsel
reasonably satisfactory to New LP, and, as to matters of fact, upon certificates
of officers of the Price Corporations, copies of which opinions and certificates
shall be contemporaneously delivered to New LP.

          (g) The Pledge Agreement of even date herewith (the "PLEDGE
AGREEMENT"), shall be in full force and effect and there shall have been taken
all actions necessary or desirable in order to perfect the Lien granted on the
Pledged Interests (as defined in the Pledge Agreement) to Cellco.

          (h) the Lock-up Agreements shall be in full force and effect.

          (i) The Price Corporations shall have received or delivered, as the
case may be, all Required Consents and all consents, authorizations or approvals
from the governmental agencies referred to in Section 7.03 or 7.19, in each case
in form and substance reasonably satisfactory to New LP, and no such consent,
authorization or approval shall have been revoked.

          (j) If the Requisite Noteholder Consent has not been obtained, the
Company shall have effected the Subordinated Debt Defeasance subject to the New
LP having satisfied its obligations under this Agreement.

          (k) New LP shall have obtained an ALTA extended coverage form of
owner's or leasehold owner's title insurance policies, or binders to issue the
same, dated the Closing Date and in amounts satisfactory to New LP insuring or
committing to insure, for the benefit of New LP as insured and loss payee, at
ordinary premium rates without any requirement for additional premiums, good and
marketable title to substantially all the Real Property being transferred
pursuant to



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the terms of this Agreement free and clear of any Liens, except for Company
Permitted Liens and any easements necessary for the use by New LP of the
transferred Real Property shall have been obtained by New LP.

          (l) New LP shall have received all documents it may reasonably request
relating to the existence of the Price Corporations and the authority of the
Price Corporations for this Agreement and the Ancillary Agreements to which they
are parties, all in form and substance reasonably satisfactory to New LP
(including, without limitation, the results of comprehensive lien searches).

          (m) New LP shall have received all documents it may reasonably request
to evidence termination of all Liens arising in connection with the Company Debt
effective upon completion of the transactions contemplated by Sections 2.04 and
2.05.

          (n) All actions by or in respect of or filings with any Governmental
Entity required to permit the consummation of the Closing shall have been taken,
made or obtained, including written evidence of any pre-closing FCC approval
required to transfer all FCC Authorizations and the transfer of the Cellco
Contributed Assets to New LP (the approval of all such transfers, the "CELLCO
FCC AUTHORIZATION") all of which shall have been taken, made or obtained
pursuant to a Final Order, free of any special conditions adverse to Cellco, New
LP or any of their respective Affiliates. "FINAL ORDER" means an action as to
which (i) no request for a stay is pending, no stay is in effect, and any
deadline for filing such request that may be designated by statute or regulation
has passed, (ii) no petition for rehearing or reconsideration or application for
review is pending and the time for the filing of any such petition or
application has passed, (iii) the FCC does not have the action or decision under
reconsideration on its own motion and the time within which it may effect such
reconsideration has passed, and (iv) no appeal is pending or in effect and any
deadline for filing any such appeal that may be designated by statue or rule has
passed.

          (o) Price Parent shall have received an order from the Division of
Investment Management of the SEC exempting it from all provisions, rules and
regulations of the 1940 Act, or, if no such order shall have been received and
in effect as of the Closing, shall be in full compliance with all provisions,
rules and regulations of the 1940 Act (it being understood that such compliance
may be achieved, without limitation, by reliance on Rule 3a-2 of the 1940 Act).

          (p) The Giant Bear Agreement shall have been terminated in accordance
with the terms thereof and Section 9.13 of this Agreement.



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         SECTION 14.03. CONDITIONS TO OBLIGATION OF THE PRICE CORPORATIONS. The
obligation of the Price Corporations to consummate the Closing is subject to the
satisfaction of the following further conditions:

         (a) (i) Each of Cellco and New LP shall have performed in all material
respects all of their obligations hereunder and under the Ancillary Agreements
to which they are parties required to be performed by them at or prior to the
Closing Date, (ii) the representations and warranties of each of Cellco and New
LP contained in this Agreement and the Ancillary Agreements to which they are
parties and in any certificate delivered by either Cellco or New LP pursuant
hereto, disregarding all qualifications and exceptions contained therein
relating to materiality, material adverse effect or NLP Material Adverse Effect,
shall be true at and as of the Closing Date, as if made at and as of such date
with only such exceptions as will not have, and would not reasonably be expected
to have, a NLP Material Adverse Effect, and (iii) the Price Corporations shall
have received a certificate signed by an executive officer of each of Cellco and
New LP to the foregoing effect.

         (b) The Price Corporations shall have received an opinion of Davis Polk
& Wardwell, counsel to New LP, dated the Closing Date substantially in the form
set forth in Exhibit L. In rendering such opinion, such counsel may rely upon
certificates of public officers, as to matters governed by the laws of
jurisdictions other than the State of New York or the federal laws of the United
States of America, upon opinions of counsel reasonably satisfactory to the Price
Corporations, and, as to matters of fact, upon certificates of officers of
Cellco and New LP, copies of which opinions and certificates shall be
contemporaneously delivered to the Price Corporations.

         (c) On the Closing Date, the Company shall have received a written
confirmation by Proskauer Rose LLP, dated as of the Closing Date, that the Tax
Opinion has not been withdrawn; PROVIDED, HOWEVER, that a failure to receive
such confirmation shall only be a condition under this Section 14.03 if (i) such
failure is solely and directly caused by a Change in Law that occurs prior to
the Closing Date (provided, however, that if a Change in Law relates to the
issue discussed in Section III.B of the Tax Opinion, failure to receive such
confirmation shall only be a condition under this Section 14.03 if such Change
in Law directly addresses a transfer of an operating business to a partnership
in exchange for an interest that is either exchangeable at any time or at one or
more designated times (other than shortly following the issuance of the
interest) for property or primarily has a fixed return contingent on the net
income (or the net income as adjusted by certain specially allocated items) of
the partnership) and (ii) Proskauer Rose LLP provides Cellco as soon as
reasonably practicable with a written memorandum that (A) unequivocally states
its belief that the Change in Law provides an independently sufficient basis for
the withdrawal of the Tax Opinion assuming no other changes in



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the relevant facts, assumptions and circumstances occurred after the date hereof
and (B) explains in reasonable detail the Change in Law that caused Proskauer
Rose LLP to withdraw its opinion pursuant to this Section 14.03(c).

         (d) New LP shall have received all consents, authorizations or
approvals from governmental agencies referred to in Section 8.03, in each case
in form and substance reasonably satisfactory to the Price Corporations, and no
such consent, authorization or approval shall have been revoked.

         (e) The Price Corporations shall have received all documents they may
reasonably request relating to the existence of Cellco and New LP and the
authority of Cellco and New LP for this Agreement and the Ancillary Agreements
to which they are parties, all in form and substance reasonably satisfactory to
the Price Corporations.

         (f) All actions by or in respect of or filings with any Governmental
Entity required to permit the consummation of the Closing shall have been taken,
made or obtained, including written evidence of the Cellco FCC Authorization,
all which shall have been taken, made or obtained pursuant to a Final Order,
free of any special conditions adverse to the Price Corporations.

         (g) There shall not have occurred since the date of this Agreement and
there shall not exist any event, occurrence, development or state of
circumstances or facts which, individually or in the aggregate, will have, or
would reasonably be expected to have, a NLP Material Adverse Effect.

         (h) There shall not be instituted or pending any action or proceeding
by any Governmental Entity or any other Person before any court or other
Governmental Entity, domestic or foreign, seeking to restrain, prohibit or
otherwise interfere with the consummation of the Closing, the Asset
Contributions, or the ownership or operation by New LP or any of its Affiliates
of all or any material portion of the Company Contributed Assets or the Cellco
Contributed Assets or the business or assets of New LP or any of its Affiliates
or to compel New LP or any of its Affiliates to dispose of all or any material
portion of the Company Contributed Assets or the Cellco Contributed Assets or of
New LP or any of its Affiliates or seeking to require divestiture by New LP or
any of its respective Affiliates of any Company Contributed Assets or Cellco
Contributed Assets which, in the case of an action or proceeding by a Person
other than a Governmental Entity, is reasonably likely to result in judgment in
favor of the plaintiff.

         (i) There shall not be any statute, rule, regulation, injunction, order
or decree enacted, enforced, promulgated or issued, by any court or other
Governmental Entity, domestic or foreign, other than the application of the
waiting period



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provisions of the HSR Act, that will or would reasonably be expected to, result
in any of the consequences referred to in clause 14.03(h) above

                                   ARTICLE 15

                            SURVIVAL; INDEMNIFICATION

         SECTION 15.01. SURVIVAL. Notwithstanding anything to the contrary set
forth therein, the representations and warranties and covenants and agreements
of the parties hereto contained in this Agreement or in the Voting Agreements or
in any certificate or other writing delivered pursuant hereto or in connection
herewith shall survive the Closing only as follows:

                  (i) the representations and warranties in Section 7.19 shall
         survive the Closing until the third anniversary of the Closing Date;

                  (ii) the representations and warranties and covenants set
         forth in Article 12 shall survive the Closing until the expiration of
         the applicable statute of limitation as such statute may be extended;

                  (iii) the covenants and agreements contained in Section
         15.02(a)(ii), (a)(iii), (a)(iv) and (a)(vi) and Section 15.02(b)(ii)
         and (iii) shall survive the Closing for a period of 5 years;

                  (iv) the covenants and agreements set forth in Sections 9.07
         and Section 11.04(b), (c) and (d) shall each survive for the period
         specified in each such section plus an additional 12 months;

                  (v) the covenants and agreements set forth in Sections 9.05(b)
         and (c), 11.01(b), 11.03, 11.04(a) and Article 17 shall survive
         indefinitely;

                  (vi) the covenants and agreements set forth in the proviso of
         Section 15.02 and in Section 15.03, 15.04 and 15.05 shall survive the
         Closing until the final resolution of all claims governed thereby;

                  (vii) the provisions of Ancillary Agreements shall survive as
         set forth therein; and

                  (viii) all other representations and warranties, covenants and
         agreements shall survive for a period of 18 months after the Closing
         Date.



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         Notwithstanding the preceding sentence, (i) any representation or
warranty or covenant or agreement in respect of which indemnity may be sought
under this Agreement shall survive the time at which it would otherwise
terminate pursuant to the preceding sentence, if notice of the inaccuracy or
other breach thereof giving rise to such right of indemnity shall have been
given to the party against whom such indemnity may be sought prior to such time
and (ii) no indemnity claim may be made in respect of any provision of this
Agreement after the expiration of the survival period applicable to such
provision.

         SECTION 15.02. INDEMNIFICATION. (a) Subject to the proviso of this
Section 15.02(a), the Price Corporations hereby indemnify Cellco and New LP and
their Affiliates (the "CELLCO INDEMNIFIED PARTIES") against and agree to hold
each of them harmless from any and all damage, loss, liability and expense
(including, without limitation, reasonable expenses of investigation and
reasonable attorneys' fees and expenses in connection with any action, suit or
proceeding) ("DAMAGES") incurred or suffered by any of the Cellco Indemnified
Parties arising out of:

                  (i) any misrepresentation or breach of warranty (determined
         after disregarding all qualifications and exceptions contained therein
         as to materiality or Material Adverse Effect) (each such
         misrepresentation and breach of warranty a "WARRANTY BREACH") by the
         Price Corporations pursuant to this Agreement or by the parties to the
         Voting Agreement (other than New LP) pursuant to the Voting Agreement;

                  (ii) any activity or business of the Price Corporations or any
         of their Affiliates other than the Business;

                  (iii) the Rollup Transaction;

                  (iv) any Company Excluded Asset or Company Excluded Liability;

                  (v) any breach of covenant or agreement performed or required
         to be performed by the Price Corporations pursuant to this Agreement or
         performed or required to be performed by the parties to the Voting
         Agreement (other than New LP) pursuant to the Voting Agreement;

                  (vi) any action, suit, investigation or proceeding relating to
         the Business and arising out of events, states of facts or
         circumstances, occurring or existing prior to the Closing, including
         without limitation the litigation described in Schedule 7.10(a) but
         excluding any such actions, suits, investigations or proceedings
         arising after the date of this Agreement which are brought, at
         substantially the same time by the same plaintiffs, against more than
         ten Persons, none of which are Affiliates of each other, engaged in



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         a business substantially similar to the Business and which are based on
         the same or substantially similar legal theories; or

                  (vii) any Environmental Liability.

regardless of whether such Damages arise as a result of negligence, strict
liability or recklessness, wilful misconduct or otherwise; PROVIDED that with
respect to indemnification by the Price Corporations for (x) any Warranty Breach
pursuant to Section 15.02(a)(i) (other than any breach of warranty or
misrepresentation made by the Price Corporations pursuant to Section 12 which is
not a Tax Warranty Breach, and other than any representation or warranty
relating to the Rollup Transaction), (y) any breach by the Price Corporations of
the covenants contained in Section 9.01(i), and (z) any Environmental
Liabilities, the Price Corporations shall not be liable unless the aggregate
amount of Damages with respect to all such matters referred to in clauses (x),
(y) and (z) of this paragraph exceeds $15,000,000 and then only to the extent of
such excess. Notwithstanding the preceding proviso, the Price Corporations shall
not be required to indemnify any of the Cellco Indemnified Parties for Damages
for Environmental Liabilities unless the aggregate amount of such Damages
exceeds $5,000,000 and then only to the extent of such excess, but it is
understood that any amount of Damages incurred or suffered by any of the Cellco
Indemnified Parties arising from Environmental Liabilities shall be taken into
account for purposes of determining whether the $15,000,000 deductible referred
to above has been satisfied.

         (b) Cellco hereby indemnifies the Price Corporations and their
Affiliates against and agrees to hold each of them harmless from any and all
Damages incurred or suffered by the Price Corporations or any of their
Affiliates arising out of:

                  (i) any Warranty Breach by Cellco or New LP pursuant to this
         Agreement;

                  (ii) any Cellco Excluded Liability;

                  (iii) any asset or business of Cellco or any of its Affiliates
         other than the Cellco Contributed Assets; or

                  (iv) any breach of covenant or agreement performed or required
         to be performed by Cellco or New LP or their respective Affiliates
         under this Agreement;

regardless of whether such Damages arise as a result of negligence, strict
liability, recklessness, wilful misconduct or otherwise; PROVIDED that with
respect to indemnification by Cellco for any Warranty Breach pursuant to this
Section other



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than any such Warranty Breach of which either Cellco or New LP had knowledge as
of the time such representation and warranty was made (disregarding the deemed
making of representations and warranties on the Closing Date pursuant to the
introductory paragraph of Article 8) and which Cellco and New LP failed to
disclose to the Price Corporations, Cellco shall not be liable unless the
aggregate amount of Damages with respect to all such Warranty Breaches exceeds
$15,000,000 and then only to the extent of such excess.

         SECTION 15.03. PROCEDURES.

         (a) In the event a party seeking indemnification, including any Cellco
Indemnified Party (the "INDEMNIFIED PARTY") should have a claim against another
party under Section 15.02 (the "INDEMNIFYING PARTY") that does not involve a
claim or demand being asserted against or sought to be collected from it by a
third party, the Indemnified Party shall promptly send a notice of such claim or
demand to the Indemnifying Party and, if the Pledge Agreement shall then be in
effect, also to Cellco (with its successors, the "AGENT") pursuant to the Pledge
Agreement, which notice(s) shall specify the nature of such claim or demand and
the amount or the estimated amount thereof to the extent then feasible (which
estimate shall not be conclusive of the final amount of such claim and demand)
(the "CLAIM NOTICE").

         (b) In the event that any claim or demand for which an Indemnifying
Party would be liable to an Indemnified Party under Article 15 is asserted
against or sought to be collected from an Indemnified Party by a third party,
the Indemnified Party shall promptly send a Claim Notice with respect to such
claim. The Indemnifying Party shall have ten days from the personal delivery or
mailing of the Claim Notice (the "NOTICE PERIOD") to notify the Indemnified
Party (and if the Pledge Agreement shall then be in effect, the Indemnifying
Party shall also give notice thereof to the Agent pursuant to the Pledge
Agreement), whether or not any of the Indemnifying Parties desire, at its sole
cost and expense, to defend the Indemnified Party against such claim or demand.

         If an Indemnifying Party notifies the Indemnified Party (and the Agent,
if applicable) within the Notice Period that such Indemnifying Party desires to
defend the Indemnified Party against such claim or demand then, except as
hereinafter provided, such Indemnifying Party shall have the right, together
with the other Indemnifying Parties who have notified the Indemnified Party that
they desire to defend the Indemnified Party, to defend the Indemnified Party by
appropriate proceedings, which proceedings shall be settled or prosecuted by it
to a final conclusion; PROVIDED, HOWEVER, no Indemnifying Party shall, without
the prior written consent of the Indemnified Party, consent to the entry of any
judgment against the Indemnified Party or enter into any settlement or
compromise which (i) does not include, as an unconditional term thereof, the
giving by the claimant or plaintiff to



                                       99
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the Indemnified Party of a release, in form and substance reasonably
satisfactory to the Indemnified Party from all liability in respect of such
claim or litigation or (ii) includes terms and conditions which, in the
reasonable judgment of the Indemnified Party, impose any burden, restraint,
cost, liability, duty or other obligation on, or otherwise adversely affect, or
have the potential to adversely affect, the Indemnified Party. If any
Indemnified Party desires to participate in, but not control, any such defense
or settlement, it may do so at its sole cost and expense. If, in the reasonable
opinion of the Indemnified Party, any such claim or demand or the litigation or
resolution of any such claim or demand involves an issue or matter which will
have, or would reasonably be expected to have, a materially adverse effect on
the business, operations, assets, properties or prospects of the Indemnified
Party, including without limitation the administration of the tax returns and
responsibilities under the tax laws of any Indemnified Party, then the
Indemnified Party shall have the right to control the defense or settlement of
any such claim or demand and its reasonable costs and expenses (including
reasonable attorneys' fees and expenses) shall be included as part of the
indemnification obligation of any Indemnifying Party hereunder; PROVIDED,
HOWEVER, that the Indemnified Party shall not settle any such claim or demand
without the prior written consent of the appropriate Indemnifying Party, which
consent shall not be unreasonably withheld. If the Indemnified Party should
elect to exercise such right, the Indemnifying Parties shall have the right to
participate in, but not control, the defense or settlement of such claim or
demand at their sole cost and expense.

         (c) If any Indemnifying Party elects not to defend the Indemnified
Party against such claim or demand, whether by not giving the Indemnified Party
(and the Agent, if applicable) timely notice as provided above or otherwise,
then the amount of any such claim or demand, or if the same be defended by the
Indemnified Party (but no Indemnified Party shall have any obligation to defend
any such claim or demand), then that portion thereof as to which such defense is
unsuccessful and the Indemnified Party's reasonable costs and expenses in
conducting such defense (including reasonable attorneys' fees and expenses)
shall be conclusively deemed to be a liability of the Indemnifying Parties.

         (d) The omission of any Indemnified Party to give an Indemnifying Party
a Claim Notice shall not relieve the Indemnifying Party from any liability in
respect of such claim, demand or action which it may have to such indemnified
party on account of the indemnity agreement of such Indemnifying Party contained
in Article 15, except to the extent such indemnifying party can establish actual
prejudice and direct damages as a result thereof.

         (e) Nothing contained herein shall be deemed to prevent any Indemnified
Party from making a claim hereunder for potential or contingent claims or
demands within the time periods permitted by this Agreement provided the Claim
Notice sets



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forth the specific basis for any such potential or contingent claim or demand
and the estimated amount thereof to the extent then feasible and the indemnified
party has reasonable grounds to believe that such a claim or demand will be
made.

         (f) The procedures set forth in this Section 15.03 shall not apply to
matters which are covered by Section 12.06, which matters shall be handled as
described in such Section.

         SECTION 15.04. PAYMENT.

         (a) Subject to Section 15.04(b), in the event an action for
indemnification under Article 15 shall have been finally determined, the
Indemnifying Party shall pay the Indemnified Party the amount of such final
determination within 10 calendar days after the date of determination in
immediately available funds. The amount of any Damages payable under Article 15
by the Indemnifying Party shall be (i) net of any amounts actually recovered by
the Indemnified Party under applicable insurance policies, (ii) increased, to
the extent an additional Tax is imposed on an Indemnified Party in respect of
the receipt of such payment, so that after payment of any additional Tax
(including any Tax imposed on additional amounts payable pursuant to this
sentence) the Indemnified Party shall have received an amount equal to what it
would have received if no Tax had been imposed on the receipt of such payment
and (iii) reduced by the amount of any Tax Reduction actually realized by the
Indemnified Party with respect to the adjustment giving rise to such payment for
the Tax period during which such payment is made or in any preceding Tax period;
PROVIDED, HOWEVER, that (A) if the adjustment which gives rise to the
Indemnifying Party's obligation to make a payment pursuant to Article 15 relates
to a Tax attribute of the Company, no reduction pursuant to this clause (iii)
shall be made and (B) if the Indemnified Party actually realizes a Tax Reduction
in any of the next four succeeding Tax years and such Tax Reduction has not been
taken into account in clause (iii) above, the Indemnified Party shall pay to the
Indemnifying Party the amount of such Tax Reduction actually realized. A
nationally recognized accounting firm chosen by the Indemnified Party shall
provide the Indemnifying Party a statement certifying the amount of such Tax
Reduction actually realized, if any, by such Indemnified Party. The Indemnifying
Party shall have no right to review any information related to the calculation
of such Tax benefit. For so long as the Company or a Permitted Transferee
thereof holds the ELP Interest, any Damages paid pursuant to this Section
15.04(a) shall be treated by the parties to this Agreement as adjustments to the
Initial Company Capital Account, the Initial General Partner Capital Account, or
the Initial Cellco Limited Partner Capital Account, as the case may be;
PROVIDED, HOWEVER, that the combined effect of any such adjustments and the
event giving rise to the Damages shall not result in a change of the capital
account balances of the partners in New LP, after taking into



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account the Damages and the payments or receipts of payments in respect of such
Damages.

         An action, and the liability for and amount of Damages therefor, shall
be deemed to be "finally determined" for purposes of Article 15 when the parties
to such action have so determined by mutual agreement or, if disputed, when a
final, non-appealable order of a Governmental Entity respecting the action shall
have been entered. Upon the payment in full of any claim, either by set off or
otherwise, the party or entity making payment shall be subrogated to the rights
of the Indemnified Party against any Person, firm, corporation or other entity
with respect to the subject matter of such claim.

         (b) To the extent that the Collateral (as defined in the Pledge
Agreement) consists of Pledged Shares (as defined in the Pledge Agreement) and
to the extent that the Pledge Agreement shall then be in effect, any items as to
which any Cellco Indemnified Party is entitled to payment under Section 15 of
this Agreement shall first be paid to such Cellco Indemnified Party from such
Pledged Shares. The number of shares of pledged stock necessary to satisfy the
obligations of the Indemnifying Party with respect to any Damages incurred by a
Cellco Indemnified Party shall be calculated by dividing the claim value, in
U.S. dollars (rounded to the nearest whole dollar), by the Average VCI Stock
Price or the Average VWI Stock Price (as each such term is defined in the
Exchange Agreement), as the case may be as of the date of payment. Any damages
payable under this Section 15.04(b) in Pledged Shares shall be treated by the
parties as an adjustment to the Initial Company Capital Account and, therefore,
to the Company Capital Account balance as of the date of the VWI Exchange or VCI
Exchange, as the case may be. If at any time any Cellco Indemnified Party is
entitled to a payment in accordance with the provisions of this Section 15 and
at such time (i) the Pledge Agreement shall not then be in effect, (ii) the ELP
Interest is insufficient to satisfy the obligations of the Indemnifying Party
with respect thereto or (iii) the Collateral (as defined in the Pledge
Agreement) is comprised of the ELP Interest, then unless payment is made to such
Cellco Indemnified Party in immediately available funds pursuant to Section
15.04(a), at the sole discretion of Cellco, the Company Capital Account shall be
reduced by the amount of such item as to which a Cellco Indemnified Party is
entitled to payment under this Agreement which reduction in the Company Capital
Account shall satisfy the aforesaid obligation of the Indemnifying Parties to
make such payment.

         (c) If all or part of any indemnification obligation under this
Agreement is not paid when due, then the Indemnifying Party shall pay the
Indemnified Party interest on the unpaid amount of the obligation for each day
from the date the amount became due until payment in full, payable on demand, at
the fluctuating rate per annum which at all times shall be three (3) percentage
points in excess of the "Prime



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Rate" published from time to time in the "Money Rates" table of the Eastern
Edition of THE WALL STREET JOURNAL.

         SECTION 15.05. OTHER RIGHTS AND REMEDIES NOT AFFECTED. The
indemnification rights of the parties under Article 12 and this Article 15 are
the sole remedy for money damages but are independent of and in addition to any
equitable rights or remedies, including without limitation specific performance
and right to rescission because of the other parties' misrepresentation
fundamentally affecting the character of the Business or the Company Contributed
Assets or the Cellco Contributed Assets or fraud, and any rights or remedies
because of the other party's fraudulent action, none of which rights or remedies
shall be affected or diminished hereby.

                                   ARTICLE 16

                                   TERMINATION

         SECTION 16.01. GROUNDS FOR TERMINATION. This Agreement may be
terminated at any time prior to the Closing (notwithstanding any approval of
this Agreement by the stockholders of Price Parent):

         (a) by mutual written agreement of the Price Corporations and Cellco;

         (b) by either the Price Corporations or Cellco if the Closing shall not
have been consummated on or before August 31, 2002.

         (c) by either the Price Corporations or Cellco if there shall be any
law or regulation that makes consummation of the transactions contemplated
hereunder or under the Ancillary Agreements illegal or otherwise prohibited or
if consummation of the transactions contemplated hereby would violate any
nonappealable final order, decree or judgment of any court or other Governmental
Entity having competent jurisdiction;

         (d) by either the Price Corporations or Cellco if the transactions
contemplated hereunder (other than the VWI Exchange) shall not have been
approved and adopted in accordance with New York law by Price Parent's
stockholders at Price Parent's stockholder meeting (or any adjournment thereof);
or

         (e) by either the Price Corporations or Cellco if as permitted by
Section 9.09(b), the Board of Directors of Price Parent shall have failed to
make or withdrawn, or modified in a manner adverse to Cellco and New LP, its
approval or recommendation of this Agreement or the transactions contemplated
hereunder



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(other than the VWI Exchange), or shall have failed to call Price Parent's
stockholder meeting in accordance with Section 9.08, PROVIDED that, in the case
of any termination by the Price Corporations, the Price Corporations shall have
paid any amounts due pursuant to Sections 17.03(b) and 17.03(c) in accordance
with the terms, and at the times, specified therein, and PROVIDED, FURTHER,
that, in the case of any termination by the Price Corporations, (i) the Price
Corporations notify Cellco and New LP, in writing and at least 72 hours prior to
such termination, promptly of their intention to terminate this Agreement and to
enter into a binding written agreement concerning an Acquisition Proposal that
constitutes a Superior Proposal, attaching the most current version of such
agreement (or a description of all material terms and conditions thereof), and
(ii) Cellco and New LP do not make, within 72 hours of receipt of such written
notification, an offer that is at least as favorable to the shareholders of the
Price Corporations, as such Superior Proposal, it being understood that the
Price Corporations shall not enter into any such binding agreement during such
72-hour period.

         The party desiring to terminate this Agreement pursuant to Section
16.01(b), 16.01(c), 16.01(d) or 16.01(e) shall give notice of such termination
to the other party.

         SECTION 16.02. EFFECT OF TERMINATION. Subject to Section 17.03, if this
Agreement is terminated as permitted by Section 16.01, such termination shall be
without liability of any party (or any stockholder, director, officer, employee,
agent, consultant or representative of such party) to any other party to this
Agreement; provided that if such termination shall result from the (i) willful
failure of either party to fulfill a condition to the performance of the
obligations of the other party, (ii) failure to perform a covenant of this
Agreement or (iii) breach by either party hereto of any representation or
warranty or agreement contained herein, such party shall be fully liable for any
and all Damages incurred or suffered by the other party as a result of such
failure or breach. The provisions of this Section 16.02 and Sections 10.01,
11.03, 17.03, 17.05, 17.06, 17.07, 17.11 and 17.13 shall survive any termination
hereof pursuant to Section 16.01.

                                   ARTICLE 17

                                  MISCELLANEOUS

         SECTION 17.01. NOTICES. All notices, requests and other communications
to any party hereunder shall be in writing (including facsimile transmission)
and shall be given,



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         if to New LP or Cellco:

                  S. Mark Tuller
                  Vice President
                  Legal and External Affairs
                  Verizon Wireless
                  180 Washington Valley Road
                  Bedminster, NJ 07921
                  Fax: (908) 306-7329

                  with copies to:

                  Verizon Communications Inc.
                  1095 Avenue of the Americas, 36th Floor
                  New York, NY 10036
                  Attention: David Benson
                             Philip Marx
                  Fax: (212) 921-2971

                           and

                  Davis Polk & Wardwell
                  450 Lexington Avenue
                  New York, New York  10017
                  Attention: Diane G. Kerr
                  Fax: (212) 450-4800

         if to the Price Corporations:

                  Robert Price
                  President/Chief Executive Officer
                  Price Communications Corporation
                  45 Rockefeller Plaza
                  Suite 3200
                  New York, New York 10020
                  Fax: (212) 397-3755




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                  with a copy to:

                  Proskauer Rose LLP
                  1585 Broadway
                  New York, New York 10036
                  Attention: Peter G. Samuels
                  Fax: (212) 969-2900

All such notices, requests and other communications shall be deemed received on
the date of receipt by the recipient thereof if received prior to 5 p.m. in the
place of receipt and such day is a business day in the place of receipt.
Otherwise, any such notice, request or communication shall be deemed not to have
been received until the next succeeding business day in the place of receipt.

         SECTION 17.02. AMENDMENTS AND WAIVERS. (a) Any provision of this
Agreement may be amended or waived if, but only if, such amendment or waiver is
in writing and is signed, in the case of an amendment, by each party to this
Agreement, or in the case of a waiver, by the party against whom the waiver is
to be effective.

         (b) No failure or delay by any party in exercising any right, power or
privilege hereunder shall operate as a waiver thereof nor shall any single or
partial exercise thereof preclude any other or further exercise thereof or the
exercise of any other right, power or privilege. The rights and remedies herein
provided shall be cumulative and not exclusive of any rights or remedies
provided by law.

         SECTION 17.03. EXPENSES. (a) Except as otherwise provided in this
Section, all costs and expenses incurred in connection with this Agreement shall
be paid by the party incurring such cost or expense.

         (b) The Price Corporations shall pay Cellco a fee (the "TERMINATION
FEE") of $66,000,000 (subject to adjustment as provided below), by wire transfer
of immediately available funds, if:

                  (i) This Agreement is terminated by the Price Corporations
         pursuant to Section 16.01(e), in which case the Termination Fee shall
         be payable simultaneously with such termination, PROVIDED THAT,
         notwithstanding Section 16.01(e) or anything else to the contrary in
         this Agreement, the Price Corporations, without being deemed to be in
         violation of this Agreement and without giving any right of termination
         of this Agreement, may enter into and perform prior to the Closing a
         binding written agreement concerning an Acquisition Proposal that
         constitutes a Superior Proposal (an "ALTERNATIVE AGREEMENT") and
         perform its pre-closing obligations thereunder without



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         terminating this Agreement pursuant to Section 16.01(e), so long as the
         Alternative Agreement acknowledges expressly the existence of this
         Agreement and requires that the Price Corporations terminate this
         Agreement prior to the closing under the Alternative Agreement.

                  (ii) The Price Corporations enter into an Alternative
         Agreement and this Agreement is not terminated by the Price
         Corporations pursuant to Section 16.01(e), in which case the
         Termination Fee shall be payable upon the earliest to occur of (x) the
         Closing of the transactions contemplated by the Alternative Agreement,
         (y) any subsequent termination of this Agreement by the Price
         Corporations under any provision set forth in Section 16.01, and (z)
         the later of (A) August 31, 2002 and (B) the four month anniversary of
         the date on which such Alternative Agreement was entered into.

                  (iii) This Agreement is terminated pursuant to Section
         16.01(b) after Price Parent's stockholders meeting (or any adjournment
         thereof) if at such meeting or adjournment the transactions
         contemplated hereunder (other than the VWI Exchange) shall not have
         been approved and adopted in accordance with New York law by Price
         Parent's stockholders or pursuant to Section 16.01(d) and either (x) at
         any time within six months after the date of such termination, the
         Price Corporations enter into a binding written agreement that results
         in or will result in a Change of Control (other than the transactions
         contemplated by this Agreement) or (y) at any time during the period
         commencing on the six month anniversary of the date of such termination
         and ending on the one year anniversary of such date, the Price
         Corporations enter into a binding written agreement that results in or
         will result in a Change of Control that constitutes a Superior
         Proposal, in either of which cases the Termination Fee shall be payable
         immediately upon consummation of such Change of Control; PROVIDED that
         if the Change of Control is a transaction referred to in clause (i) of
         the definition of "Change of Control" but involves not more than 50% of
         the assets of the Company, not more than 50% of any class of equity or
         voting securities of the Company taken as a whole and not more than 50%
         of the Business, the Termination Fee shall be reduced to equal the
         amount determined by multiplying $66,000,000 by the percentage of such
         assets, class of equity or voting securities or Business contemplated
         to be sold, merged or otherwise disposed of pursuant to the Alternative
         Agreement.

         (c) The Price Corporations acknowledge that the agreements contained in
this Section 17.03 are an integral part of the transactions contemplated by this
Agreement and that, without these agreements, Cellco and New LP would not enter
into this Agreement. Accordingly, if the Price Corporations fail promptly to pay
any amount due to Cellco pursuant to this Section 17.03, they shall also pay any
costs and



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expenses incurred by Cellco or New LP in connection with a legal action to
enforce this Agreement that results in a judgment against the Price Corporations
for such amount.

         SECTION 17.04. SUCCESSORS AND ASSIGNS. The provisions of this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns; provided that no party may assign, delegate
or otherwise transfer any of its rights or obligations under this Agreement
without the consent of each other party hereto, except that New LP may transfer
or assign, in whole or from time to time in part, to one or more of its
Affiliates, the right to purchase all or a portion of the Company Contributed
Assets, but no such transfer or assignment will relieve New LP of its
obligations hereunder.

         SECTION 17.05. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the law of the State of New York.

         SECTION 17.06. JURISDICTION. Except as otherwise expressly provided in
this Agreement, the parties hereto agree that any suit, action or proceeding
seeking to enforce any provision of, or based on any matter arising out of or in
connection with, this Agreement or the transactions contemplated hereby shall be
brought in the United States District Court for the Southern District of New
York or any New York State court sitting in New York City, so long as one of
such courts shall have subject matter jurisdiction over such suit, action or
proceeding, and that any cause of action arising out of this Agreement shall be
deemed to have arisen from a transaction of business in the State of New York,
and each of the parties hereby irrevocably consents to the jurisdiction of such
courts (and of the appropriate appellate courts therefrom) in any such suit,
action or proceeding and irrevocably waives, to the fullest extent permitted by
law, any objection that it may now or hereafter have to the laying of the venue
of any such suit, action or proceeding in any such court or that any such suit,
action or proceeding which is brought in any such court has been brought in an
inconvenient forum. Process in any such suit, action or proceeding may be served
on any party anywhere in the world, whether within or without the jurisdiction
of any such court. Without limiting the foregoing, each party agrees that
service of process on such party as provided in Section 17.01 shall be deemed
effective service of process on such party.

         SECTION 17.07. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY
IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY.



                                      108
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         SECTION 17.08. COUNTERPARTS; EFFECTIVENESS; THIRD PARTY BENEFICIARIES.
This Agreement may be signed in any number of counterparts, each of which shall
be an original, with the same effect as if the signatures thereto and hereto
were upon the same instrument. No provision of this Agreement is intended to
confer upon any Person other than the parties hereto any rights or remedies
hereunder.

         SECTION 17.09. ENTIRE AGREEMENT. This Agreement (including any exhibits
or schedules hereto and other documents executed in connection herewith), the
Confidentiality Agreements and the Ancillary Agreements, constitute the entire
agreement between the parties with respect to the subject matter of this
Agreement and supersede all prior agreements and understandings, both oral and
written, between the parties with respect to the subject matter of this
Agreement.

         SECTION 17.10. BULK SALES LAWS. Except as provided by Section 12.05,
New LP and the Price Corporations each hereby waive compliance by the Price
Corporations with the provisions of the "bulk sales", "bulk transfer" or similar
laws of any state. The Price Corporations agree to indemnify and hold Cellco and
New LP and their respective Affiliates harmless against any and all claims,
losses, damages, liabilities, costs and expenses incurred by Cellco and New LP
or any of their respective Affiliates as a result of any failure to comply with
any such "bulk sales", "bulk transfer" or similar laws.

         SECTION 17.11. JOINT AND SEVERAL LIABILITY. Each of the Price
Corporations shall be jointly and severally liable for the performance of all of
the Price Corporations' obligations hereunder.

         SECTION 17.12. GENERAL PARTNER LIABILITY. The parties hereby agree that
the obligations of Cellco under this Agreement shall be non-recourse to the
general partners of Cellco.

         SECTION 17.13. APPOINTMENT OF AGENT. Each of the Price Corporations
hereby irrevocably constitutes and appoints Price Parent as its agent and true
and lawful attorney in fact with full power and discretion, in the name of and
for and on behalf of each of the Price Corporations, in connection with all
matters arising from, contemplated by or relating to this Agreement. The powers
of Price Parent include, without limitation, the power to represent each of the
Price Corporations with respect to all aspects of this Agreement, which power
shall include, without limitation, the power to (i) waive any conditions of this
Agreement, (ii) amend this Agreement in any respect, (iii) receive notices or
other communications, (iv) deliver any notices, certificates or other documents
required and (v) take all such other action and to do all such other things as
Price Parent deems necessary or advisable with respect to this Agreement. Each
other party to this Agreement shall have the right to rely upon the acts taken
or omitted to be taken by Price Parent on behalf of the Price Corporations, and
shall have no duty to inquire as to the acts and omissions of Price Parent.



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         SECTION 17.14. CAPTIONS. The captions herein are included for
convenience of reference only and shall be ignored in the construction or
interpretation hereof.



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         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective authorized officers as of the day and year
first above written.

                                            PRICE COMMUNICATIONS
                                            CORPORATION

                                            By: /s/
                                                ------------------------------
                                                Name:
                                                Title:



                                            PRICE COMMUNICATIONS
                                            CELLULAR INC.


                                            By: /s/
                                                ------------------------------
                                                Name:
                                                Title:



                                            PRICE COMMUNICATIONS
                                            CELLULAR HOLDINGS, INC.


                                            By: /s/
                                                ------------------------------
                                                Name:
                                                Title:



                                            PRICE COMMUNICATIONS
                                            WIRELESS, INC.


                                            By: /s/
                                                ------------------------------
                                                Name:
                                                Title:






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                                    CELLCO PARTNERSHIP



                                    By: /s/
                                        ------------------------------
                                        Name:
                                        Title:



                                    VERIZON WIRELESS OF THE EAST LP

                                    By:  Verizon Wireless of Georgia LLC, as
                                          General Partner

                                    By: /s/
                                        ------------------------------
                                        Name:
                                        Title:


                                      112