FIRST AMENDMENT TO THE AMENDED AND RESTATED
                            TAX ALLOCATION AGREEMENT


     THIS FIRST  AMENDMENT TO THE AMENDED AND RESTATED TAX ALLOCATION  AGREEMENT
("Amendment") dated as of this ____ day of September, 2000, by and among Horizon
Telcom,  Inc.  (hereinafter  referred to as "Parent") and its Subsidiaries:  The
Chillicothe Telephone Company, Horizon Personal Communications, Inc. ("PerCom"),
United  Communications,  Inc.,  Horizon  Services,  Inc. and Horizon,  PCS, Inc.
("PCS") (hereinafter  collectively referred to as "Subsidiaries" or individually
as  "Subsidiary").

                                   WITNESSETH

     WHEREAS, the parties hereto are members of an affiliated group ("Affiliated
Group") as defined in Code Section 1504(a);

     WHEREAS,  the  Affiliated  Group  was  formed on  January  1, 1996 and is a
successor to The Chillicothe  Telephone Company  affiliated group under Treasury
Regulation Section 1.1502-75(d);

     WHEREAS, in 1997, Parent and certain of its subsidiaries entered into a Tax
Allocation Agreement (the "Initial Agreement");

     WHEREAS,  the Initial Agreement was amended and restated in its entirety in
the form  attached  hereto as  Exhibit 1 (the  "Restated  Agreement");

     WHEREAS,  PerCom holds shares in Parent and intends to transfer  certain of
such shares to PCS, who, in turn, will transfer such shares to its shareholders;

     WHEREAS,  PCS intends to issue preferred shares in PCS to certain investors
(the  "Investors")  pursuant to the terms of that  certain  Securities  Purchase
Agreement dated as of the 25th day of September, 2000, which could (either alone


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or in  connection  with other  transactions)  result in PCS and PerCom no longer
being members of the Affiliated Group (the "Deconsolidation");  and

     WHEREAS,  the Parent and Subsidiaries wish to amend the Restated  Agreement
to address certain matters  implicated by the aforementioned  transactions.

     NOW  THEREFORE,  in  consideration  of the mutual  covenants  and  promises
contained  herein,  the parties  hereto agree as follows:

     1.   The parties hereby acknowledge that the transfer of Parent shares from
          PerCom to PCS, and from PCS to Parent, may be treated as a deemed sale
          of such  shares by PerCom to PCS and by PCS to its  shareholders  (the
          "Deemed  Sale") and that such Deemed Sale may trigger the  recognition
          of  gain  by  PerCom  or  PCS  resulting  from  the   distribution  of
          appreciated property for federal, state and local income tax purposes.
          The parties hereby agree that,  notwithstanding any other provision in
          the  Restated  Agreement  but subject to the further  limitations  set
          forth  in this  Amendment,  federal,  state  and  local  income  taxes
          attributable to the Deemed Sale will be the responsibility of PCS. The
          determination  of the amount of income tax  liability  triggered  as a
          result of the Deemed Sale shall be determined by Arthur Andersen,  LLP
          and its determination shall be final, subject to any determination (as
          defined in Code Section 1313 for federal tax purposes or under similar
          circumstances for state or local tax purposes) to the contrary.

     2.   The  parties  acknowledge  that there is an excess loss  account  (the
          "ELA"),  pursuant to Treasury Regulations  1.1502-19,  with respect to
          the PCS shares  held by Parent and with  respect to the PerCom  shares
          held by PCS.  The  parties  hereby  agree  that,  notwithstanding  any
          provision in the Restated Agreement to the contrary but subject to the


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          further  limitations set forth in this Amendment,  federal,  state and
          local income taxes  attributable  to the  recognition  of the ELA as a
          result of the  Deconsolidation  will be the responsibility of PCS. The
          determination of the amount of income tax liability resulting from the
          recognition  of the ELA as a result  of the  Deconsolidation  shall be
          accomplished by Arthur Andersen,  LLP and its  determination  shall be
          final,  subject to any  determination (as defined in Code Section 1313
          for federal tax purposes or under similar  circumstances  for state or
          local tax purposes) to the contrary.

     3.   Notwithstanding the foregoing provisions of this Amendment, PCS and/or
          PerCom  shall only be  responsible  for amounts of  federal,  state or
          local  income tax  liability  (which  liability  shall not include any
          liability  for any  federal,  state or local  penalties  or  interest)
          attributable  to the Deemed Sale, or the  recognition  of the ELA as a
          result of the  Deconsolidation,  in an amount of up to eleven  million
          five hundred thousand dollars ($11,500,000) (the "PCS Liability Cap"),
          and  Parent  shall,  in  accordance  with the  terms  of the  Restated
          Agreement,  be liable for,  and  responsible  for,  any tax  liability
          amounts attributable to the Deemed Sale, or the recognition of the ELA
          as a result of the  Deconsolidation,  in  excess of the PCS  Liability
          Cap.  Parent shall,  and hereby does,  indemnify and hold harmless PCS
          and  PerCom  for any  amount of  federal,  state or local  income  tax
          liability  attributable  to the Deemed Sale, or the recognition of the
          ELA as a result of the Deconsolidation, in excess of the PCS Liability
          Cap, and Parent will not seek  contribution  from PCS or PerCom to pay
          any of such tax  liability  in excess  of the PCS  Liability  Cap.



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     4.   Except as specifically  set forth herein,  the terms and conditions of
          the Restated Agreement shall remain in full force and effect.

     5.   This  Amendment  shall be binding upon and inure to the benefit of any
          successor,  to any of the parties hereto, to the same extent as if the
          successor had been an original party to the agreement.

     6.   References to the Code refer to the Internal  Revenue Code of 1986, as
          amended  or  superseded.  References  to a section of or tax under the
          Code includes all amendments and successor provisions corresponding to
          any such  section  or tax in force  after the date of this  Amendment.
          References  to tax terms  which have  defined  meaning  under the Code
          shall have such  defined  meaning.

     7.   No person who is not a party hereto is intended to be a beneficiary of
          this Amendment;  provided however,  that the parties hereby agree that
          the Investors are intended third party beneficiaries of this Amendment
          and that this paragraph shall create a right and cause of action under
          this Amendment in and on behalf of the Investors,  to enforce  payment
          by PCS of its  obligations  herein and to enforce  indemnification  by
          Parent as provided for herein.

     8.   This Amendment shall be governed by the laws of the State of Ohio.


                        [SIGNATURES ON FOLLOWING PAGE.]



<PAGE>

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
executed by their duly  authorized  representative  on the date indicted  above.


HORIZON TELCOM, INC.                            UNITED COMMUNICATIONS, INC.

_____________________________                   _____________________________
By Peter M. Holland                             By Peter M. Holland
Its Financial Vice President                    Its Secretary and Treasurer



THE CHILLICOTHE TELEPHONE COMPANY               HORIZON SERVICES, INC.

_____________________________                   _____________________________
By Peter M. Holland                             By Peter M. Holland
Its Secretary and Treasurer                     Its Secretary and Treasurer



HORIZON PERSONAL COMMUNICATIONS, INC.           HORIZON PCS, INC.

_____________________________                   _____________________________
By William A. McKell                            By William A. McKell
Its President                                   Its President




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                                    EXHIBIT 1
                            TO THE FIRST AMENDMENT TO
                THE AMENDED AND RESTATED TAX ALLOCATION AGREEMENT

                  Amended and Restated Tax Allocation Agreement




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