BORROWER PLEDGE AGREEMENT


     THIS BORROWER PLEDGE AGREEMENT (this "Agreement") is entered into as of
this 20th day of February, 1998 by and between Vanguard Cellular Financial
Corp., a North Carolina corporation (the "Borrower"), and Toronto Dominion
(Texas), Inc., as collateral agent (the "Collateral Agent") for itself and on
behalf of the Facility A Agents, the Facility B Agents, the Facility A Banks and
the Facility B Banks (each as defined below).


                              W I T N E S S E T H:

     WHEREAS, pursuant to that certain Third Amended and Restated Facility A
Loan Agreement dated as of even date herewith (as the same may be hereafter
amended, modified, supplemented or restated from time to time, the "Facility A
Loan Agreement") by and among the Borrower, the Co-Administrative Agents (as
defined therein), the Funding Agent (as defined therein), the Documentation
Agent (as defined therein), the Syndication Agent (as defined therein), the
Collateral Agent (as defined therein) (the Co-Administrative Agents, the Funding
Agent, the Documentation Agent, the Syndication Agent and the Collateral Agent,
collectively, being referred to herein as the "Facility A Agents"), the Issuing
Bank (as defined therein), the Swing Line Lender (as defined therein) and the
Lenders (as defined therein) signatory thereto (together with the Issuing Bank
and the Swing Line Lender, the "Facility A Banks"), the Facility A Banks have
agreed to extend a credit facility to the Borrower evidenced by the promissory
notes in favor of each Facility A Bank (as executed on the date hereof and as
each may hereafter be amended, modified, renewed or extended from time to time,
collectively, the "Facility A Notes");

     WHEREAS, pursuant to that certain Facility B Loan Agreement dated as of
even date herewith (as the same may be hereafter amended, modified, supplemented
or restated from time to time, the "Facility B Loan Agreement") by and among the
Borrower, the Co-Administrative Agents (as defined therein), the Funding Agent
(as defined therein), the Documentation Agent (as defined therein), the
Syndication Agent (as defined therein), the Collateral Agent (as defined
therein) (the Co-Administrative Agents, the Funding Agent, the Documentation
Agent, the Syndication Agent and the Collateral Agent, collectively, being
referred to herein as the "Facility B Agents"), and the Lenders (as defined
therein) signatory thereto (the "Facility B Banks"), the Facility B Banks have
agreed to extend a credit facility to the Borrower, evidenced by the promissory
notes in favor of each Facility B Bank (as executed on the date hereof and as
each may hereafter be amended, modified, renewed or extended from time to time,
collectively, the "Facility B Notes"); and

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     WHEREAS, as a condition precedent to the effectiveness of the Loan
Agreements (as defined below), and each of them, the Borrower is required to
enter into this Agreement;

     WHEREAS, to secure the payment and performance in full of, among other
things, all obligations of the Borrower under the Loan Agreements and the Notes
(as defined below), or any of them, the Borrower and the Collateral Agent (on
behalf of itself and the Secured Parties (as defined below), and each of them)
have agreed that the shares of capital stock (the "Stock") now or hereafter
owned by the Borrower in Vanguard Cellular Operating Corp. ("VCOC") shall be
pledged by the Borrower to the Collateral Agent (on behalf of itself, the Agents
and the Banks) to secure the Obligations; and

     NOW, THEREFORE, for and in consideration of the above premises and the
mutual covenants and agreements contained herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:

     1. Definitions. All capitalized terms used herein shall have the meanings
ascribed to them in each of the Loan Agreements to the extent not otherwise
defined or limited herein. For purposes hereof, (a) "Loan Agreements" shall mean
the Facility A Loan Agreement and the Facility B Loan Agreement; (b) "Banks"
shall mean the Facility A Banks and the Facility B Banks; (c) "Secured Parties"
shall mean the Facility A Agents, the Facility B Agents and the Banks; (d)
"Notes" shall mean the Facility A Notes and the Facility B Notes; (e) "Agents"
shall mean the Facility A Agents and the Facility B Agents; and (f) "Event of
Default" shall mean any Event of Default under the Loan Agreements, or either of
them.

     2. Grant of Security Interest. As security for (a) the timely fulfillment
and performance of each and every covenant and obligation of the Borrower under
the Loan Agreements, the Notes and any other Loan Documents executed in
connection therewith and (b) the payment of the Obligations, the Borrower hereby
pledges, mortgages, transfers, sets over and delivers to and assigns to the
Collateral Agent, for itself and on behalf of the Secured Parties, and grants
the Collateral Agent, for itself and on behalf of the Secured Parties, and each
of them, a continuing Lien on and security interest in, whether now owned or
hereafter acquired (collectively, the "Collateral"):

          (a) the Stock and all substitutions therefor and replacements thereof,
     all proceeds and products thereof and all rights related thereto,
     including, without limitation, the right to request that the Stock be
     registered in the name of the Collateral Agent, or any of its nominees, all
     warrants, options, appreciation rights and other rights, contractual or
     otherwise, in respect thereof and of all distributions, cash, instruments
     and other property from time to time received, receivable or otherwise
     distributed in respect of or in addition to, in substitution of, on account
     of or in exchange for any or all of the Stock; and



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<PAGE>

          (b) all proceeds of any and all of the foregoing; in each case,
     whether now owned or hereafter acquired by the Borrower, howsoever its
     interest therein may arise or appear (whether beneficially or of record and
     whether by ownership, security interest, claim or otherwise).

     It is the intention of the parties hereto that beneficial ownership of the
Stock, including, without limitation, all voting, consensual and distribution
rights, shall remain in the Borrower until the occurrence and during the
continuance of an Event of Default and until the Collateral Agent shall notify
the Borrower of the Collateral Agent's exercise, on behalf of the Secured
Parties, and each of them, of voting, consensual and distribution rights to the
Stock pursuant to Section 14 hereof.

     3. Representation and Warranty. The Borrower hereby represents and warrants
to the Collateral Agent and the Secured Parties, and each of them, as follows:
(a) except for the security interest created hereby and as permitted in the Loan
Agreements, or either of them, the Borrower is and will at all times be the
legal and beneficial owner of the Collateral, free and clear of all Liens; (b)
the Stock has been duly authorized and validly issued and constitutes one
hundred percent (100%) of the Stock of VCOC; (c) the Borrower has the
unencumbered right and power to pledge the Collateral as provided herein; (d)
all actions necessary or desirable to perfect, establish the first priority of,
or otherwise protect, the security interest of the Collateral Agent and the
Secured Parties, and each of them, in the Collateral have been duly taken; (e)
subject to giving certain notices prior to the execution on the Stock, the
exercise by the Collateral Agent, for itself and on behalf of the Secured
Parties, and each of them, of its or their rights and remedies hereunder will
not contravene any law or governmental regulation or any contractual restriction
binding on or affecting the Borrower or any of its properties and will not
result in or require the creation of any Lien upon or with respect to any of its
properties; (f) no authorization or approval or other action by, and no notice
to or filing with, any court, agency, department, commission, board, bureau or
instrumentality of the United States or any state or other political subdivision
thereof (a "Governmental Authority") or regulatory body, or any other third
party, except as has previously been obtained, is required either (i) for the
pledge and assignment hereunder by the Borrower of, or the grant by the Borrower
of the Lien and security interest created hereby in, the Collateral or (ii) for
the exercise by the Collateral Agent, of its rights and remedies hereunder,
except as may be required in respect of any such exercise by laws affecting the
offering and sale of securities generally or by the Communications Act, the FCC
rules and policies promulgated thereunder and state laws and regulations; and
(g) this Agreement creates a valid Lien and security interest in favor of the
Collateral Agent, for itself and on behalf of the Secured Parties, and each of
them, in the Collateral, as security for the Obligations.

     4. No Liens. The Borrower covenants and agrees that, except as permitted by
the Loan Agreements, or either of them, it will not: (a) sell or otherwise
dispose of any interest in the Collateral or any funds or property held therein
or constituting a part thereof; or (b) create


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or permit to exist any mortgage, pledge, lien, charge or other encumbrance upon
or with respect to the Collateral or any funds or property constituting a part
thereof, other than the lien and security interest created hereunder in favor of
the Collateral Agent, for itself and on behalf of the Secured Parties, and each
of them.

     5. Covenants. So long as any of the Obligations shall remain outstanding,
the Borrower shall: (a) at its own expense, promptly deliver to the Collateral
Agent a copy of each notice or other communication concerning the matters
referenced in Section 8 hereof received by it in respect of any of the
Collateral; (b) except in accordance with the Loan Agreements, or either of
them, not make or consent to any amendment or other modification or waiver with
respect to any Collateral, or enter into any agreement or permit to exist any
restriction with respect to any Collateral, other than pursuant hereto; or (c)
not take any action which would (or fail to take any action, the result of which
failure would) in any manner impair the value of the Collateral or the priority
or enforceability of the security interest of the Collateral Agent, for itself
and on behalf of the Secured Parties, and each of them, therein.

     6. Collateral Agent Attorney-in-Fact. The Borrower hereby further appoints
the Collateral Agent as its attorney-in-fact, effective upon the occurrence and
during the continuance of an Event of Default, with power of substitution, and
with authority to receive, open and dispose of all mail addressed to the
Borrower, and to notify the postal authorities to change the address for
delivery of mail addressed to the Borrower to such address as the Collateral
Agent may designate, to endorse the name of the Borrower on any note,
acceptance, check, draft, money order or other evidence of debt or of payment
which may come into the possession of any of the Collateral Agent or any Secured
Party, and generally to do such other things and acts in the name of the
Borrower as are necessary or appropriate to protect or enforce the rights
hereunder of the Collateral Agent and the Secured Parties, or any of them. The
Borrower further authorizes the Collateral Agent (for itself and on behalf of
the Secured Parties, or any of them), effective upon the occurrence and during
the continuance of an Event of Default, to compromise and settle or to sell,
assign or transfer or to ask, collect, receive or issue any and all claims
possessed by the Borrower all in the name of the Borrower. The Collateral Agent
shall provide at least ten (10) Business Days' notice prior to taking the
actions set forth in the preceding two sentences. After deducting all reasonable
expenses and charges (including, without limitation, reasonable attorneys' fees)
of retaking, keeping, storing and selling the Collateral, the Collateral Agent
shall apply the proceeds in payment of any of the Obligations in such order of
application as is set forth in Section 22 hereof, and, if a deficiency results
after such application, the Borrower covenants and agrees to pay such deficiency
to the Collateral Agent, for itself and on behalf of the Secured Parties, and
each of them. The power of attorney granted herein is coupled with an interest
and shall be irrevocable for so long as any of the Obligations remains unpaid or
unperformed or any of the Banks have any obligation to make Advances under the
Loan Agreements, or either of them, regardless of whether the conditions
precedent to the making of any such Advances have been or can be fulfilled. The
Borrower agrees that if steps are taken by the Collateral Agent to enforce
rights hereunder, or to realize upon any of the Collateral, the Borrower shall
pay to


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<PAGE>

the Collateral Agent the amount of the reasonable costs (including, without
limitation, reasonable attorneys' fees) incurred in connection with such
enforcement, and the Borrower's obligation to pay such amounts shall be deemed
to be a part of the Obligations secured hereunder.

     7. Indemnity and Expenses.

          (a) The Borrower agrees to indemnify the Collateral Agent and the
     Secured Parties, and each of them, subject to the limitations contained in
     the Loan Agreements, or any of them, from and against any and all
     reasonable claims, losses and liabilities growing out of or resulting from
     this Agreement (including, without limitation, enforcement of this
     Agreement), except to the extent such claims, losses or liabilities result
     from the gross negligence or willful misconduct of the party seeking such
     indemnification as determined by a final order of a court of competent
     jurisdiction.

          (b) The Borrower will, upon demand, pay to the Collateral Agent the
     amount of any and all reasonable expenses, including, without limitation,
     the disbursements and reasonable fees of the Collateral Agent's counsel and
     of any experts, consultants and agents, which the Collateral Agent may
     incur in connection with (i) the administration of this Agreement; (ii) the
     custody, preservation, use or operation of, or the sale of, collection
     from, or other realization upon, any Collateral; (iii) the exercise or
     enforcement of any of the rights of the Collateral Agent and the Secured
     Parties, or any of them, hereunder; or (iv) the failure by the Borrower to
     perform or observe any of the provisions hereof.

     8. Additional Collateral Securities. In the event that, during the term of
this Agreement:

          (a) any reclassification, readjustment, or other change is declared or
     made with respect to any of the Stock (including, without limitation, any
     certificate representing a distribution in connection with any increase or
     reduction of capital, reclassification, merger, consolidation, sale of
     assets, combination of interests, spinoff, split-off or otherwise),
     promissory note or other instrument is received from the Borrower, by
     virtue of its being or having been an owner of any Stock, all new,
     substituted and additional Stock, promissory notes, instruments or other
     securities issued by reason of any such change and received by the Borrower
     or to which the Borrower shall be entitled shall be immediately pledged and
     delivered to the Collateral Agent, together with any necessary endorsement
     or assignments endorsed in blank by the Borrower, and shall thereupon
     constitute Collateral to be held by the Collateral Agent, for itself and on
     behalf of the Secured Parties, or any of them, under the terms of this
     Agreement;



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<PAGE>

          (b) any subscriptions, warrants, appreciation rights or any other
     rights or options or any other security, whether as an addition to,
     substitution for, or in exchange for any Stock, or otherwise, shall be
     issued in connection with any of the Stock, all new interests or other
     securities acquired through such subscriptions, warrants, appreciation
     rights, rights or options by the Borrower shall be immediately pledged and
     delivered to the Collateral Agent and shall thereupon constitute
     Collateral, to be held by the Collateral Agent, for itself and on behalf of
     the Secured Parties, and each of them, under the terms of this Agreement;
     and

          (c) any distribution payable in securities or property other than
     cash, or other distribution in connection with a partial or total
     liquidation or dissolution or in connection with a reduction of capital is
     received by the Borrower, by virtue of its being or having been an owner of
     any Collateral, the Borrower shall receive such payment or distribution in
     trust, for the benefit of the Collateral Agent and the Secured Parties, and
     each of them, shall segregate same from the Borrower's other property and
     shall deliver it forthwith to Collateral Agent in the exact form received,
     with any necessary endorsement or assignments duly executed in blank, to be
     held by the Collateral Agent, for itself and on behalf of the Secured
     Parties, and each of them.

     9. Default. Upon the occurrence and during the continuation of an Event of
Default (any of such occurrences being hereinafter referred to as a "Default"),
subject to Section 20 hereof, the Collateral Agent may sell or otherwise dispose
of the Collateral at a public or private sale or make other commercially
reasonable disposition of the Collateral or any portion thereof after ten (10)
days' notice to the Borrower. The Collateral Agent may purchase the Collateral
or any portion thereof at any public and, to the extent permitted by Applicable
Law, private sale. The proceeds of any public or private sale or other
disposition of the Collateral shall be applied to the costs of the Collateral
Agent incurred in connection with such sale, including, without limitation, any
costs under Section 12 hereof, and as provided in each of the Loan Agreements.
In the event the proceeds of the sale or other disposition of the Collateral are
insufficient to satisfy the Obligations, the Borrower shall remain liable for
any such deficiency.

     10. Additional Rights of Secured Party. In addition to its rights and
privileges under this Agreement, the Collateral Agent on behalf of itself and
the Secured Parties, and each of them, shall have all the rights, powers and
privileges of a secured party under the Uniform Commercial Code as in effect in
any applicable jurisdiction, and such other rights or remedies which it may have
at law or in equity.

     11. Termination and Release. At any time after the Agreement Date and so
long as no Event of Default has occurred and is then continuing, and upon the
earlier of (a) payment in full of all principal and interest on the Notes, and
each of them, full performance by the Borrower of all covenants, undertakings
and obligations under the Loan Agreements, the Notes and the other Loan
Documents, and each of them, satisfaction in full 


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of any other Obligations, other than the Obligations which survive the
termination of the Loan Agreements as provided in Section 11.16 of each of the
Loan Agreements, and termination of the Facility A Commitment and the Facility B
Commitment, and each of them, or (b) such time as (i) the stated Leverage Ratio
under Section 7.10 of each of the Loan Agreements shall be 5.00 to 1 or lower
and (ii) the Collateral Agent is in receipt of such financial statements of the
Borrower (in form and substance reasonably satisfactory to the Collateral Agent)
demonstrating such Leverage Ratio, the Lien granted hereunder shall
automatically be terminated and the Collateral Agent shall take any actions
reasonably necessary to permanently terminate and release the security interest
in the Collateral granted to the Collateral Agent hereunder and any financing
statements filed in connection therewith and to return the remaining Collateral
and all rights received by the Collateral Agent hereunder to the Borrower.

     12. Disposition of Stock by Collateral Agent. The Stock is not registered
or qualified under the various Federal or state securities laws of the United
States and disposition thereof after default may be restricted to one or more
private (instead of public) sales to a restricted group of purchasers who will
be obliged to agree, among other things, to acquire such Stock for their own
account for investment and not with a view to the distribution or resale thereof
in view of the lack of such registration. The Borrower understands that upon
such disposition, the Collateral Agent may approach only a restricted number of
potential purchasers and further understands that a sale under such
circumstances may yield a lower price for the Stock than if the Stock was
registered and qualified pursuant to Federal and state securities legislation
and sold on the open market. The Borrower, therefore, agrees that:

          (a) if the Collateral Agent, pursuant to the terms of this Agreement,
     sells or causes the Stock or any portion thereof to be sold at a private
     sale, the Collateral Agent shall have the right to rely upon the advice and
     opinion of any national brokerage or investment firm having recognized
     expertise and experience in connection with shares of cellular mobile radio
     telephone and other communication companies (but shall not be obligated to
     seek such advice and the failure to do so shall not be considered in
     determining the commercial reasonableness of such action) as to the best
     manner in which to expose the Stock for sale and as to the best price
     reasonably obtainable at the private sale thereof; and

          (b) such reliance shall be conclusive evidence that the Collateral
     Agent has handled such disposition in a commercially reasonable manner.

     13. Borrower's Obligations Absolute.

          (a) The obligations of the Borrower under this Agreement shall be
     direct and immediate and not conditional or contingent upon the pursuit of
     any other remedies against the Borrower or any other Person, or against
     other security or liens available to the Collateral Agent and the Secured
     Parties, or any of them, or its or their


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<PAGE>

     respective successors, assigns or agents. The Borrower hereby waives any
     right to require that an action be brought against any other Person or to
     require that the Collateral Agent and the Secured Parties, or any of them,
     resort to any security or to any balance of any deposit account or credit
     on the books of any Secured Party in favor of any other Person or to
     require resort to rights or remedies hereunder prior to the exercise of any
     other rights or remedies of the Collateral Agent and the Secured Parties in
     connection with the Facility A Loans and the Facility B Loans.

          (b) The obligations of the Borrower hereunder shall remain in full
     force and effect without regard to, and shall not be impaired by: (i) any
     bankruptcy, insolvency, reorganization, arrangements, readjustment,
     composition, liquidation or the like of the Borrower or any Affiliate; (ii)
     any exercise or nonexercise, or any waiver, by the Collateral Agent and the
     Secured Parties, or any of them, of any rights, remedy, power or privilege
     under or in respect of the Obligations, this Agreement, the Loan Agreements
     or any security for any of the Obligations (other than this Agreement); or
     (iii) any amendment to or modification of the Obligations, this Agreement,
     the Loan Agreements or any security for any of the Obligations (other than
     this Agreement), whether or not the Borrower shall have notice or knowledge
     of any of the foregoing, but nothing contained herein shall be deemed to
     authorize the amendment of any Loan Document to which Borrower is a party
     without Borrower's written agreement.

     14. Voting Rights.

          (c) For so long as the Notes or any other Obligations remain unpaid,
     upon the occurrence and during the continuation of a Default, but subject
     to the provisions of Section 13 hereof, (i) the Collateral Agent may, upon
     ten (10) days' prior written notice to the Borrower of its intention to do
     so, exercise all voting rights and all other ownership or consensual rights
     of the Stock, but under no circumstances is the Collateral Agent obligated
     by the terms of this Agreement to exercise such rights, and (ii) the
     Borrower hereby appoints the Collateral Agent, which appointment shall be
     effective on the tenth (10th) day following the giving of notice by the
     Collateral Agent as provided in clause (a)(i) of this Section 14, the
     Borrower's true and lawful attorney-in-fact and IRREVOCABLE PROXY to vote
     the Stock in any manner the Collateral Agent deems advisable for or against
     all matters submitted or which may be submitted to a vote of shareholders.
     The power-of-attorney granted hereby is coupled with an interest and shall
     be irrevocable.

          (d) For so long as the Borrower shall have the right to vote the
     Stock, the Borrower covenants and agrees that it will not, without the
     prior written consent of the Collateral Agent, (i) vote or take any
     consensual action with respect to the Stock which would constitute a
     Default, (ii) cause, permit or allow any asset of any of the Subsidiaries
     to be leased, sold, conveyed, pledged, hypothecated, transferred or

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<PAGE>

     otherwise encumbered or disposed of, except as permitted under the terms of
     the Loan Agreements, or either of them, or (iii) cause, permit or allow any
     of the Subsidiaries to be dissolved or liquidated or to acquire, be
     acquired by, merged or consolidated into or with any other Person, except
     as permitted under the terms of the Loan Agreements, or either of them.

     15. Notices. All notices, including, without limitation, notice of change
of address for notice, and other communications required or permitted hereunder
shall be in writing, and shall be given in the manner and at the addresses set
forth in Section 11.1 of each of the Loan Agreements.

     16. Security Interest Absolute. All rights of the Collateral Agent and the
Secured Parties, and each of them, and all security interests and all
obligations of the Borrower hereunder shall be absolute and unconditional
irrespective of: (a) any lack of validity or enforceability of the Loan
Agreements, the Notes and any other Loan Documents executed and delivered in
connection therewith, or any of them; (b) any change in the time, manner or
place of payment of, or any other term in respect of, all or any of the
Obligations, or any other amendment or waiver of or consent to any departure
from the Loan Agreements, the Notes and any other Loan Documents executed and
delivered in connection therewith, or any of them; (c) any increase in, addition
to, exchange or release of, or non-perfection of any lien on or security
interest in any other collateral or any release or amendment or waiver of or
consent to departure from any security document or guaranty, for all or any of
the Secured Obligations; or (d) the absence of any action on the part of the
Collateral Agent and the Secured Parties, or any of them, to obtain payment or
performance of the Obligations from any other loan party.

     17. BINDING AGREEMENT. THE PROVISIONS OF THIS AGREEMENT SHALL BE CONSTRUED
AND INTERPRETED, AND ALL RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO
DETERMINED, IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK
APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN THE STATE OF NEW YORK. THIS
AGREEMENT, TOGETHER WITH ALL DOCUMENTS REFERRED TO HEREIN, CONSTITUTES THE
ENTIRE AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE MATTERS ADDRESSED
HEREIN AND MAY NOT BE MODIFIED EXCEPT BY A WRITING EXECUTED BY THE COLLATERAL
AGENT (WITH THE REQUISITE CONSENT OF THE BANKS, AS PROVIDED IN EACH OF THE LOAN
AGREEMENTS) AND THE BORROWER AND DELIVERED BY THE COLLATERAL AGENT TO THE
BORROWER IN ACCORDANCE WITH EACH OF THE LOAN AGREEMENTS.

     18. Severability. If any paragraph or part thereof shall for any reason be
held or adjudged to be invalid, illegal or unenforceable by any court of
competent jurisdiction, such paragraph or part thereof so adjudicated invalid,
illegal or unenforceable shall be deemed 


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<PAGE>

separate, distinct and independent, and the remainder of this Agreement shall
remain in full force and effect and shall not be affected by such holding or
adjudication.

     19. Miscellaneous. No failure to exercise, and no delay in exercising, any
right hereunder or under any of the other Loan Documents, held by the Collateral
Agent and the Secured Parties, or any of them, shall operate as a waiver
thereof; nor shall any single or partial exercise of any such right preclude any
other or future exercise thereof or the exercise of any other right. The rights
and remedies of the Collateral Agent and the Secured Parties, or any of them,
provided hereunder and in the other Loan Documents (a) are cumulative and are in
addition to, and not exclusive of, any rights or remedies provided by law or in
equity, and (b) with respect to any such rights or remedies against any party
thereto, are not conditional or contingent on any attempt by the Collateral
Agent and the Secured Parties, or any of them, to exercise any of its or their
rights under any other Loan Document against such party or against any other
Person.

     20. Regulatory Compliance. Notwithstanding anything herein which may be
construed to the contrary, (a) no action shall be taken by the Collateral Agent
which may require the consent or approval of the FCC, and the proxy granted in
Section 14 hereof shall not become effective, unless and until all requirements
of the Communications Act of 1934, and any applicable rules and regulations
thereunder, requiring the consent to or approval of such action by the FCC have
been satisfied and (b) no action shall be taken by the Collateral Agent which
may require the consent or approval of the State of New York Public Service
Commission and the proxy granted in Section 14 hereof shall not become effective
unless and until any and all such consents or approvals of the State of New York
Public Service Commission have been obtained. The Borrower covenants that upon
request of the Collateral Agent it will cause to be filed such applications and
take such other action as may be requested by the Collateral Agent to obtain
consent or approval of the FCC and the State of New York Public Service
Commission, as applicable, to any action contemplated by this Agreement and to
give effect to the security interest of the Collateral Agent, including, without
limitation, the execution of an application for consent by the FCC to an
assignment or transfer involving a change in ownership or control pursuant to
the provisions of the Communications Act of 1934.

     21. Counterparts. This Agreement may be executed in multiple counterparts,
each of which shall be deemed to be an original, but all such separate
counterparts shall together constitute but one and the same instrument.

     22. Distribution of Proceeds. The priorities of the Obligations to the
Collateral pledged hereunder, and the rights of the Secured Parties, and each of
them, with respect thereto shall, except as set forth in this paragraph be equal
and shall share and be equal in all priorities and rights with each other. The
proceeds of the Collateral hereunder from any foreclosure, sale, liquidation, or
other disposition of, or realization upon, the Collateral hereunder shall be
applied by the Collateral Agent in the following manner: (a) to the payment 


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<PAGE>

of all reasonable costs and expenses, including, without limitation, reasonable
attorney's fees, of the Collateral Agent related to such foreclosure, sale,
liquidation or other disposition of the collateral hereunder, (b) to the Funding
Agent under each of the Loan Agreements on a pro rata basis based upon the
outstanding principal amount of the Facility A Loans, the Letter of Credit
Obligations, the Swing Line Loans and the Facility B Loans, until the principal
amount of such Facility A Loans, Letter of Credit Obligations, Swing Line Loans
and Facility B Loans have been paid in full, (c) to the Funding Agent under each
of the Loan Agreements on a pro rata basis based upon any accrued but unpaid
interest under the Loan Agreements, until such interest has been paid in full,
(d) to the Funding Agent under each of the Loan Agreements on a pro rata basis
based upon any other Obligations remaining unpaid and (e) to the Borrower or
such other party as may be lawfully entitled to the proceeds thereof.

     23. Collateral Agent. Each reference herein to any right granted to,
benefit conferred upon or power exercisable by the "Collateral Agent" shall be a
reference to the Collateral Agent for the benefit of the Secured Parties, and
each of them, and each action taken or right exercised hereunder shall be deemed
to have been so taken or exercised by the Collateral Agent for the benefit of
and on behalf of all of the Secured Parties, and each of them.

     24. Headings. The headings used in this Agreement are for convenience only
and shall not in any way modify or amend any of the terms or provisions hereof,
nor be used in connection with the interpretation of any provision hereof.

     25. Benefit and Binding Effect. This Agreement and the rights hereunder
shall inure to the benefit of the Collateral Agent, for itself and on behalf of
the Secured Parties, and each of them, may be assigned in whole or in part by
any of them in connection with any assignment of the Facility A Loan Agreement
and the Facility A Notes, as permitted by the Facility A Loan Agreement, and of
the Facility B Loan Agreement and the Facility B Notes, as permitted by the
Facility B Loan Agreement, and shall be binding upon the Borrower and its
successors and permitted assigns.

     26. Borrower Pledge Agreement; Loan Document. This Agreement shall be a
Borrower Pledge Agreement and a Loan Document for all purposes of the Loan
Agreements and the other Loan Documents and each of them.

                  [Remainder of page intentionally left blank]


                                       11
<PAGE>


     IN WITNESS WHEREOF, the undersigned parties hereto have executed and sealed
this Agreement by and through their duly authorized officers, as of the day and
year first above written.

THE BORROWER:                             VANGUARD CELLULAR FINANCIAL CORP.,
                                               a North Carolina corporation


                                          By:  /s/   Stephen L. Holcombe
                                               -------------------------------
                                               Stephen L. Holcombe
[CORPORATE SEAL]                               Vice President


                                       Attest: Richard C. Rowlenson
                                               -------------------------------
                                               Richard C. Rowlenson
                                               Assistant Secretary

Address: 2002 Pisgah Church Road
         Suite 300
         Greensboro, NC  27455-3314



COLLATERAL AGENT:                         TORONTO DOMINION (TEXAS), INC.


                                          By:  Neva Nesbitt
                                               -------------------------------
                                               Name: Neva Nesbitt
                                               Title: Vice President




<PAGE>


                     EXHIBIT A TO BORROWER PLEDGE AGREEMENT

                                                          Stock
                                                          -----

Issuer                                      Shares              Certificate No.
------                                      ------              ---------------

Vanguard Cellular
     Operating Corp.                        1,000                     2