PRICE COMMUNICATIONS CORP
TRANSACTION AGREEMENT
<DOCUMENT>
<TYPE>EX-10.9
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>TRANSACTION AGREEMENT
<TEXT>


                              TRANSACTION AGREEMENT

                                   dated as of

                                November 14, 2000

                                      among

                        PRICE COMMUNICATIONS CORPORATION,

                       PRICE COMMUNICATIONS CELLULAR INC.,

                  PRICE COMMUNICATIONS CELLULAR HOLDINGS, INC.,

                      PRICE COMMUNICATIONS WIRELESS, INC.,

                             VERIZON WIRELESS INC.,

                               CELLCO PARTNERSHIP

                                       and

                           VWI ACQUISITION CORPORATION

<PAGE>

                                TABLE OF CONTENTS

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ARTICLE 1
      DEFINITIONS
Section 1.01.  Definitions.......................................1

ARTICLE 2
      CONTEMPLATED TRANSACTIONS
SECTION 2.01.  Contemplated Transactions........................16
SECTION 2.02.  Acquisition of Minority Interests................16
SECTION 2.03.  Transfer of Assets to the Company................16
SECTION 2.04.  Disposition of Florida Business..................16
SECTION 2.05.  Divestitures.....................................17
SECTION 2.06.  Contribution of Assets...........................18
SECTION 2.07.  Assumption of Liabilities........................18
SECTION 2.08.  Merger...........................................18
SECTION 2.09.  Senior Subordinated Notes........................18
SECTION 2.10.  Senior Secured Notes.............................19

ARTICLE 3
      TRANSFER OF ASSETS AND LIABILITIES
SECTION 3.01.  Asset Contribution...............................20
SECTION 3.02.  Excluded Assets..................................22
SECTION 3.03.  Assumed Liabilities..............................23
SECTION 3.04.  Excluded Liabilities.............................24
SECTION 3.05.  Assignment of Contracts and Rights...............25

ARTICLE 4
      THE MERGER
SECTION 4.01.  The Merger.......................................26
SECTION 4.02.  Conversion of Shares.............................26
SECTION 4.03.  Adjustments......................................27
SECTION 4.04.  Certificate of Incorporation.....................27
SECTION 4.05.  Bylaws...........................................27
SECTION 4.06.  Directors and Officers...........................27

ARTICLE 5
      THE CLOSING
SECTION 5.01.  The Closing......................................27

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Section 5.02.  Aggregate Transaction Consideration..............28
Section 5.03.  Estimated Working Capital Adjustment;
               Estimated Closing Balance Sheet..................30
Section 5.04.  Final Closing Balance Sheet and Closing
               Working Capital Adjustment.......................31
Section 5.05.  Final Working Capital Adjustment.................33

ARTICLE 6
      REPRESENTATIONS AND WARRANTIES OF THE PRICE CORPORATIONS
      AND THE COMPANY
SECTION 6.01.  Existence and Power..............................34
SECTION 6.02.  Authorization....................................34
SECTION 6.03.  Governmental Authorization.......................35
SECTION 6.04.  Noncontravention.................................36
SECTION 6.05.  Required and Other Consents......................36
SECTION 6.06.  Financial Statements.............................37
SECTION 6.07.  Absence of Certain Changes.......................37
SECTION 6.08.  No Undisclosed Material Liabilities..............39
SECTION 6.09.  Material Contracts...............................39
SECTION 6.10.  Litigation.......................................42
SECTION 6.11.  Compliance with Laws and Court Orders............43
SECTION 6.12.  Properties.......................................43
SECTION 6.13.  Sufficiency of and Title to the Contributed
               Assets...........................................45
SECTION 6.14.  Subscriber Accounts..............................45
SECTION 6.15.  Intellectual Property............................46
SECTION 6.16.  Insurance Coverage...............................47
SECTION 6.17.  Licenses and Permits.............................47
SECTION 6.18.  Financial Advisors' Fees.........................49
SECTION 6.19.  Environmental Compliance.........................49
SECTION 6.20.  Acquiror's Environmental Reports.................52
SECTION 6.21.  Subsidiaries.....................................53
SECTION 6.22.  SEC Filings......................................53
SECTION 6.23.  Financial Statements.............................54
SECTION 6.24.  Disclosure Documents.............................54
SECTION 6.25.  Tax Opinion......................................55
SECTION 6.26.  FCC Authorization................................55

ARTICLE 7
      REPRESENTATIONS AND WARRANTIES OF ACQUIROR


                                       ii
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                                                              Page
                                                              ----

SECTION 7.01.  Existence and Power..............................55
SECTION 7.02.  Authorization....................................56
SECTION 7.03.  Governmental Authorization.......................56
SECTION 7.04.  Noncontravention.................................56
SECTION 7.05.  Consents.........................................57
SECTION 7.06.  Litigation.......................................57
SECTION 7.07.  Finders' Fees....................................57
SECTION 7.08.  Acquiror Capitalization..........................57
SECTION 7.09.  SEC Filings......................................58
SECTION 7.10.  Merger Subsidiary................................59
SECTION 7.11.  FCC Qualification................................59

ARTICLE 8
      COVENANTS OF THE PRICE CORPORATIONS AND THE COMPANY
SECTION 8.01.  Conduct of the Business..........................59
SECTION 8.02.  Maintenance of Assets and Insurance..............61
SECTION 8.03.  Compliance with Laws, Etc........................61
SECTION 8.04.  Co-Operation in Conducting the Business..........61
SECTION 8.05.  Access to Information; Confidentiality...........62
SECTION 8.06.  Notices of Certain Events........................63
SECTION 8.07.  Noncompetition...................................64
SECTION 8.08.  Stockholder Meeting; Proxy Materials.............65
SECTION 8.09.  No Shop..........................................66
SECTION 8.10.  Company Debt.....................................68
SECTION 8.11.  Minimum Cash Balance.............................68
SECTION 8.12.  Environmental Matters............................69
SECTION 8.13.  Contour Extension Agreements.....................69
SECTION 8.14.  Intercompany Obligations and Cross Ownership Interest69

ARTICLE 9
      COVENANTS OF ACQUIROR
SECTION 9.01.  Confidentiality..................................70
SECTION 9.02.  Access...........................................70
SECTION 9.03.  Obligations of Merger Subsidiary.................71
SECTION 9.04.  Director and Officer Liability...................71
SECTION 9.05.  Transaction Registration Statement...............71
SECTION 9.06.  Stock Exchange Listing...........................72
SECTION 9.07.  IPO..............................................72
SECTION 9.08.  Exchange Act Reporting...........................72


                                      iii
<PAGE>
                                                              Page
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ARTICLE 10
      COVENANTS OF ACQUIROR AND THE PRICE CORPORATIONS
SECTION 10.01.  Best Efforts; Further Assurances................72
SECTION 10.02.  Certain Filings.................................73
SECTION 10.03.  Public Announcements............................74
SECTION 10.04.  Trademarks; Tradenames..........................74
SECTION 10.05.  WARN Act........................................74
SECTION 10.06.  H.O. Systems Agreement..........................75
SECTION 10.07.  Transition Services Agreement...................75
SECTION 10.08.  GiantBear Agreement.............................76
SECTION 10.09.  BCG Agreement...................................76
SECTION 10.10.  FCC Application.................................76

ARTICLE 11
      TAX MATTERS
SECTION 11.01.  Tax Definitions.................................77
SECTION 11.02.  Tax Representations.............................79
SECTION 11.03.  Covenants.......................................82
SECTION 11.04.  Cooperation on Tax Matters......................85
SECTION 11.05.  No Carrybacks...................................86
SECTION 11.06.  Tax Indemnification.............................86
SECTION 11.07.  Refunds.........................................91
SECTION 11.08.  Closing Date Tax Treatment......................91
SECTION 11.09.  Certain Disputes................................92

ARTICLE 12
      EMPLOYEE BENEFITS
SECTION 12.01.  Employee Benefits Definitions...................92
SECTION 12.02.  ERISA Representations...........................92
SECTION 12.03.  No Third Party Beneficiaries....................94
SECTION 12.04.  Employees.......................................94
SECTION 12.05.  Employee Benefits...............................94
SECTION 12.06.  Excluded Employees..............................95

ARTICLE 13
      CONDITIONS TO CLOSING
SECTION 13.01.  Conditions to Obligations of Each Party.........96
SECTION 13.02.  Conditions to Obligation of Acquiror and Cellco.96


                                       iv
<PAGE>

                                                              Page
                                                              ----

SECTION 13.03.  Conditions to Obligation of The Price
                Corporations and the Company....................99

ARTICLE 14
      SURVIVAL; INDEMNIFICATION
SECTION 14.01.  Survival.......................................101
SECTION 14.02.  Indemnification................................102
SECTION 14.03.  Procedures.....................................104
SECTION 14.04.  Payment........................................106
SECTION 14.05.  Other Rights and Remedies Not Affected.........108

ARTICLE 15
      TERMINATION
SECTION 15.01.  Grounds for Termination........................108
SECTION 15.02.  Effect of Termination..........................109

ARTICLE 16
      MISCELLANEOUS
SECTION 16.01.  Notices........................................110
SECTION 16.02.  Amendments and Waivers.........................111
SECTION 16.03.  Expenses.......................................111
SECTION 16.04.  Successors and Assigns.........................113
SECTION 16.05.  Governing Law..................................113
SECTION 16.06.  Jurisdiction...................................113
SECTION 16.07.  WAIVER OF JURY TRIAL...........................113
SECTION 16.08.  Counterparts; Third Party Beneficiaries........113
SECTION 16.09.  Entire Agreement...............................114
SECTION 16.10.  Bulk Sales Laws................................114
SECTION 16.11.  Joint and Several Liability....................114
SECTION 16.12.  Appointment of Agent...........................114
SECTION 16.13.  Captions.......................................114


                                       v
<PAGE>

                           EXHIBIT INDEX

Business Balance Sheet...................................Exhibit A
Company Balance Sheet....................................Exhibit B
Lock-up Agreement........................................Exhibit C
Price Parent Third Quarter Balance Sheet.................Exhibit D
Voting Agreement.........................................Exhibit E
Proskauer Rose LLP Tax Opinion...........................Exhibit F
Davis Wright Tremaine LLP Opinion........................Exhibit G
Pledge Agreement.........................................Exhibit H
Tax Certificates and Representations
as of November 14, 2000..................................Exhibit I
Tax Certificates and Representations
as of the Closing Date...................................Exhibit J


                                       vi
<PAGE>

                              TRANSACTION AGREEMENT

      AGREEMENT dated as of November 14, 2000 between 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" and,
together with Price Parent and Price Cellular, the "Price Corporations"), Price
Communications Wireless, Inc., a Delaware corporation (the "Company"), Verizon
Wireless Inc., a Delaware corporation ("Acquiror"), Cellco Partnership, a
Delaware general partnership ("Cellco"), and VWI Acquisition Corporation, a
newly-formed Delaware corporation and a wholly-owned subsidiary of Acquiror
("Merger Subsidiary").

                              W I T N E S S E T H :

      WHEREAS, the Price Corporations conduct either directly or through one or
more affiliates, including the Company, the business of constructing,
developing, managing and operating cellular telephone systems;

      WHEREAS, the parties hereto desire that in conjunction with the Acquiror
Initial Public Offering, the Company shall transfer the Business (as defined
below) to Cellco, upon the terms and subject to the conditions hereinafter set
forth, in exchange for a partnership interest in Cellco and Acquiror shall
acquire the Company in exchange for Acquiror Stock;

      WHEREAS, the parties intend the Merger to qualify as a reorganization
within the meaning of Section 368(a) of the Code (a "368 Reorganization") and to
also qualify under Section 351(a) of the Code (a "351 Transfer") and the Asset
Contribution to qualify under Section 721(a) of the Code (a "721 Contribution");

      The parties hereto agree as follows:

<PAGE>

                                    ARTICLE 1

                                   DEFINITIONS

      Section 1.01.  Definitions.

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

      "Acquiror Initial Public Offering" means the first public offering of the
Acquiror Stock pursuant to an effective registration statement under the 1933
Act that (i) is underwritten, on a firm commitment basis, by one or more
investment banks of nationally recognized standing, (ii) results in gross
proceeds to Acquiror of at least $4 billion and (iii) results in the issuance to
Acquiror of partnership units in Cellco representing at least 5% of the
aggregate partnership units in Cellco which are outstanding immediately after
completion of the offering.

      "Acquiror IPO Price" means the price per share at which shares of Acquiror
Stock are offered for sale to the public pursuant to the Acquiror Initial Public
Offering, as described in the IPO Registration Statement as declared effective
by the SEC.

      "Acquiror Stock" means the Class A common stock, $.001 par value, of
Acquiror, substantially with the attributes described in the IPO Registration
Statement.

      "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 Price Parent, any Price Corporation or the Company or over 20% of
any class of equity or voting securities of any one or more Company Subsidiaries
whose assets, individually or in the aggregate, constitute more than 20% of the
consolidated assets of Price Parent and its Subsidiaries, (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 Price Parent, any Price Corporation or the
Company or over 20% of any class of equity or voting securities of any one or
more Company Subsidiaries whose assets, individually or in the aggregate,
constitute more than 20% of the consolidated assets of Price Parent and its
Subsidiaries, or (C) a merger, consolidation, share exchange, business
combination, sale of substantially all the assets, reorganization,
recapitalization, liquidation, dissolution or other similar transaction
involving Price Parent, any Price Corporation or the Company or over 20% of any
class of equity or voting securities of any one or more Company Subsidiaries
whose assets, individually or in the aggregate, constitute more than 20% of the


                                       2
<PAGE>

consolidated assets of Price Parent and its Subsidiaries; 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 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,
the Company, each of the Company Subsidiaries and each of their other 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 Transition Services Agreement and the Voting Agreement.

      "Balance Sheet" means the Business Balance Sheet or, if the Florida
Election shall have been made, the Company Balance Sheet.

      "Balance Sheet Date" means September 30, 2000.

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


                                       3
<PAGE>

      "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 and South Carolina, but excluding the Florida
Business (unless the Florida Business Acquisition is consummated), conducted by
the Company either directly or through Affiliates.

      "Business Balance Sheet" means the consolidated balance sheet of the
Company and the Company Subsidiaries, but excluding the Florida Business, as of
September 30, 2000, attached as Exhibit A hereto.

      "Business Employee" means any person employed by the Company or the
Company Subsidiaries primarily in connection with the Business.

      "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, the Company 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
Contributed Assets, any class of equity or voting securities of any Price
Corporation (other than Price Parent), the Company or any one or more of the
Company Subsidiaries, (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 more
than


                                       4
<PAGE>

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.

      "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 and the Company Subsidiaries as of September 30, 2000, attached as
Exhibit B hereto.

      "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
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,
but excludes, for the avoidance of doubt, the Panama City, Florida metropolitan
statistical area (unless the Florida Business Acquisition is consummated).

      "Company Debt" means the Senior Subordinated Debt and the Senior Secured
Debt.

      "Company Stock" means the common stock, $0.01 par value, of the Company.

      "Company Subsidiaries" means (i) Savannah Cellular Limited Partnership, a
Delaware limited partnership, CEI Communications, Inc., a Delaware corporation,
Macon Cellular Telephone Systems Limited Partnership, a New Hampshire limited
partnership, Columbus Cellular Telephone Company, a Georgia general partnership,
Montgomery Cellular Holding Co., Inc., a Delaware corporation, Montgomery
Cellular Telephone Company, Inc., an Alabama corporation, Cellular Systems of
Southeast Alabama, Inc., a Delaware corporation, Dothan Cellular Telephone
Company, Inc., a Alabama


                                       5
<PAGE>

corporation, Palmer Wireless Holdings, Inc., a Delaware corporation, Price
Communications Wireless II, Inc., a Delaware corporation, Price Communications
Wireless III, Inc., a Delaware corporation, Price Communications Wireless IV,
Inc., a Delaware corporation, Price Communications Wireless V, Inc., a Delaware
corporation, Price Communications Wireless VI, Inc., a Delaware corporation,
Price Communications Wireless VII, Inc., a Delaware corporation, Price
Communications Wireless VIII, Inc., a Delaware corporation, Old North Tower
Corporation, a Delaware corporation, (ii) any Subsidiaries formed by any of the
Price Corporations or any of their Affiliates for the purpose of effecting the
Contemplated Transactions, (iii) if the Acquiror makes the Florida Election, all
of the following: Panama City Communications, Inc., a Florida corporation,
Panhandle Cellular Partnership, a Florida general partnership, Panama City
Cellular Telephone Company, Ltd., a Florida limited partnership, Price
Communications Wireless IX, Inc., a Delaware corporation and (iv) the respective
direct and indirect Subsidiaries of the Company and the Persons referred to in
clauses (i) and (ii) and, if the Acquiror makes the Florida Election, (iii).

      "Company 10-K" means Price Parent's annual report on Form 10-K for the
fiscal year ended December 31, 1999.

      "Confidentiality Agreement" means the Confidentiality Agreement dated as
of June 23, 2000 between Price Parent and Cellco.

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

      "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 and Company Subsidiaries (or any predecessors of Company or any
of its Subsidiaries or any prior owner of all or part of their business), with
respect to any property now or previously owned, leased or operated by any of
the Price Corporations, any of their Subsidiaries, the Business (as currently or
previously conducted), the Contributed Assets or any activities or operations
occurring or conducted at the Real Property (including, without limitation,
offsite disposal), whether accrued, contingent,


                                       6
<PAGE>

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.

      "Excluded Contracts" means (i) all contracts relating to the Florida
Business (unless the Acquiror consummates the Florida Business Acquisition),
(ii) all contracts entered into prior to the Closing Date that relate to any
disposition of assets or securities of the Business or any 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), (iii) all
contracts relating to the Restructuring Transactions, (iv) the GiantBear
Agreement, and (v) the BCG Agreement.

      "Excluded Employee" means any Business Employee of whom Acquiror gives
notice as such to the Price Corporations within 30 days prior to the Closing
Date.

      "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 Adjustment" means the Closing Working Capital
Adjustment calculated by Acquiror pursuant to Section 5.04(a) if no notice of
disagreement is delivered pursuant to Section 5.04(b), or, if such a notice is
delivered, the Closing Working Capital Adjustment agreed upon by Acquiror and
the Price Corporations pursuant to Section 5.04(c) or, in the absence of such an
agreement, the Closing Working Capital Adjustment determined as set forth in
Section 5.04(c).

      "Florida Business" means the business conducted by the Company, either
directly or through Affiliates, of operating a cellular telephone system in
Panama City, Florida.


                                       7
<PAGE>

      "GiantBear Agreement" means the Memorandum of Agreement dated as of
February 14, 2000 between GiantBear.com, Inc. and the Company.

      "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 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


                                       8
<PAGE>

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.

      "IPO Registration Statement" means Registration Statement No. 333-44394
filed by Acquiror with the SEC, as amended as of the date of this Agreement.

      "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, but
excluding software where the Price Corporations and their Affiliates are the
nonexclusive licensee and the licensed software is available on an
over-the-counter, retail basis.

      "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, 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 Agreement" means an agreement between Acquiror and the Price
Corporations, substantially in the form set forth in Exhibit C hereto.

      "Majority Owned Company Subsidiary" means any Company Subsidiary not
wholly owned, directly or indirectly, by the Company or a wholly owned
Subsidiary thereof.

      "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


                                       9
<PAGE>

the Excluded Assets), other than such material adverse effects arising out of
business conditions or other matters generally affecting the wireless
telecommunications industry.

      "Merger Consideration" means the total number of shares of Acquiror Stock
to be received as consideration by the Price Corporations pursuant to the
Merger, determined in accordance with Section 4.02(a).

      "Minimum Cash Balance" means unencumbered cash and cash equivalents equal
to an aggregate of $150 million plus, to the extent any of the following
obligations of the Price Corporations or the Company (other than such
obligations that the Acquiror is required to pay or reimburse) have not been
satisfied in full prior to Closing, an amount equal to (i) all costs and
expenses incurred or committed to by the Company or any of the Company
Subsidiaries in connection with any and all amendments and modifications to the
H.O. Agreement contemplated pursuant to Section 10.06, except to the extent the
Aggregate Transaction Consideration is reduced pursuant to Section 5.02(f) or
(g), (ii) all costs and expenses incurred or committed to by the Company or any
of the Company Subsidiaries in connection with any and all amendments and
modifications to the GiantBear Agreement and the BCG Agreement, (iii) all other
costs and expenses incurred or committed to by the Company or any of the Company
Subsidiaries pursuant to, or in connection with, this Agreement including,
without limitation, in connection with the Restructuring Transactions, the Asset
Contribution, the obtaining of all Required Consents, the calling and holding of
the meeting of the stockholders of Price Parent and the preparation, filing and
mailing of the Price Proxy Materials as contemplated by Section 8.08, and the
fees payable to the Price Corporations' financial advisors as contemplated by
Section 6.18, and (iv) the Senior Subordinated Debt Fee.

      "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.

      "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.


                                       10
<PAGE>

      "No Shop Agreement" means the No Shop Agreement dated as of October 6,
2000 between Price Parent and Cellco which terminates upon the execution of this
Agreement.

      "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".

      "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.

      "Price Parent Third Quarter Balance Sheet" means the unaudited Price
Parent balance sheet dated September 30, 2000, including the notes thereto,
attached as Exhibit D hereto.

      "Required Consents" means (i) all consents necessary to amend, modify or
terminate the GiantBear Agreement (unless the Price Corporations and the Company
notify the Acquiror pursuant to Section 10.08(b) of the failure to terminate or
amend the GiantBear Agreement as contemplated by Section 10.08(a) and the
Acquiror elects not to terminate this Agreement pursuant to Section 10.08(b))
and BCG Agreement in order to permit the consummation of the transactions
contemplated hereby, (ii) the Other Consents, (iii) the Required Notices and
(iv) 90% of the Network Consents; provided that such 90% must include all
Network Consents relating to any mobile telephone switching office or any site
that houses any microwave hop.

      "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 9 1/8% Senior Secured Notes of the
Company due 2006.


                                       11
<PAGE>

      "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 Debt Fee" means the amount, if any, payable to the
Person acting as dealer manager in connection with the tender offer for the
Senior Subordinated Notes contemplated by Section 8.10(b) or performing similar
functions in connection therewith.

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

      "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.

      "Shelf Registration Statement" means the registration statement relating
to the shelf registration referred to in Section 9.05(b) at the time it becomes
effective and as supplemented or amended after such effectiveness.

      "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


                                       12
<PAGE>

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 $2,060 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.

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

      "Transaction Registration Statement" means the registration statement of
Acquiror to be filed with the SEC with respect to the offering of Acquiror Stock
in connection with the Merger, as amended or supplemented.

      "Transferred Employee" means any Business Employee who is not an Excluded
Employee.

      "Voting Agreement" means the agreement dated as of the date hereof
attached as Exhibit E hereto.

      "Wholly Owned Company Subsidiary" means a Company Subsidiary 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:

Term                                                Section

Acquiror DC Plan                                     12.05
Acquiror Difference                                   5.04
Acquiror Indemnitee                                  11.01
Agent                                                14.03
Aggregate Transaction Consideration                   5.02
Alternative Agreement                                16.03
Asset Contribution                                    3.01
Assumed Liabilities                                   3.03
Certificate of Merger                                 4.01
Claim Notice                                         14.03
Closing                                               5.01


                                       13
<PAGE>

Term                                                Section

Closing Working Capital Adjustment                    5.04
Code                                                 11.01
Combined Tax                                         11.01
Contemplated Transactions                             2.01
Contracts                                             3.01
Contribute                                            3.01
Contributed Assets                                    3.01
Contributed Contracts                                 3.01
Damages                                              14.02
Defeased Subordinated Debt                            2.09
EBITDA                                                5.02
Effective Time                                        4.01
Employee Benefit Plan                                12.02
Employee Plans                                       12.01
ERISA                                                12.01
ERISA Affiliate                                      12.01
Estimated Base Working Capital                        5.03
Estimated Closing Balance Sheet                       5.03
Estimated Working Capital Adjustment                  5.03
Exchange Ratio                                        4.02
Excluded Assets                                       3.02
Excluded Liabilities                                  3.04
Federal Tax                                          11.01
Final Base Working Capital                            5.04
Final Closing Balance Sheet                           5.04
Final Determination                                  11.01
Final Order                                          13.02
Florida Business Acquisition                          2.04
Florida Business Assets                               3.02
Florida Election                                      2.04
GAAP                                                  3.03
GiantBear Election Date                              10.08
H.O. Agreement Termination Date                      10.06
H.O. Cancellation Fee                                10.06
Indemnified Party                                    14.03
Indemnified Director/Officer                          9.04
Indemnifying Party                                   14.03
Interim Balance Sheet Date                            6.06


                                       14
<PAGE>
Term                                                Section

Judgments                                             6.10
Merger                                                4.01
Minimum Cash Balance                                  5.03
Minority Entity                                       6.21
Multiemployer Plan                                   12.02
Network Consents                                      6.05
Network Notices                                       6.05
Notice Period                                        14.03
Other Consents                                        6.05
Permits                                               6.17
Permitted Liens                                       6.12
Pledge Agreement                                     13.02
Post-Closing Tax Period                              11.01
Pre-Closing Tax Period                               11.01
Price Corporation Cafeteria Plan                     12.05
Price Corporation DC Plan                            12.05
Price Corporation Group                              11.01
Price Corporations' Difference                        5.04
Price Proxy Materials                                 6.24
Price SEC Documents                                   6.22
Price Trademarks and Tradenames                      10.04
Projected Capital Expenditures                        8.01
Real Property                                         6.12
Required Notices                                      6.05
Requisite Noteholder Consent                          2.09
Restructuring Transactions                            2.01
Returns                                              11.02
Revised Schedules                                     2.04
Scheduled Contract                                    6.09
Secured Debt Defeasance                               2.10
Secured Defeased Debt                                 2.10
Senior Secured Notes Redemption                       8.10
Senior Subordinated Notes Offer                       8.10
721 Contribution                                  Recitals
SIU                                                   6.17
Specified Transactions                                5.03
Subordinated Debt Defeasance                          2.09
Subsequent Acquiror SEC Documents                     7.09


                                       15
<PAGE>
Term                                                Section

Supplemental Indenture                                2.09
Surviving Corporation                                 4.01
Tax                                                  11.01
Tax Asset                                            11.01
Tax Loss                                             11.06
Tax Reduction                                        11.01
Tax Sharing Agreement                                11.01
Tax Warranty Breach                                  11.06
Taxing Authority                                     11.01
Termination Fee                                      16.03
Third Party Interest                                  5.02
351 Transfer                                      Recitals
368 Reorganization                                Recitals
Transition Services Agreement                        10.07
Unrestricted Person                                   8.07
WARN Act                                             10.05
Warranty Breach                                      14.02

                                    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 2.10
below (the "Contemplated Transactions") to be completed. The transactions set
forth in Sections 2.02 through 2.05 (other than the Florida Business
Acquisition) are referred to herein collectively as the "Restructuring
Transactions" and shall occur prior to the Closing. The transactions set forth
in Sections 2.06 through 2.10 (and the Florida Business Acquisition, if such
transaction should occur) shall occur substantially contemporaneously (except to
the extent provided otherwise herein) on the Closing Date.

      SECTION 2.02. Acquisition of Minority Interests. The Company and the Price
Corporations will use commercially reasonable efforts to acquire on or before
the Closing Date all of the outstanding shares of capital stock of, and other
ownership interests in, each Majority Owned Company Subsidiary that are held by
Persons other than the Price Corporations, the Company and their Affiliates, on
terms and conditions, including receipt


                                       16
<PAGE>

of any necessary consents or approvals of Governmental Entities, approved in
writing by the Acquiror, which approval shall not be unreasonably withheld.

      SECTION 2.03. Transfer of Assets to the Company. Not later than
immediately prior to the Closing, the Company will, and the Price Corporations
will cause the Company to, (i) take all actions necessary to effect the transfer
(whether by merger, sale of assets, liquidation or otherwise) to the Company of
all of the assets and liabilities of each of the Company Subsidiaries that are,
as of the Closing Date, Wholly Owned Company Subsidiaries and all other assets
and liabilities of the Price Corporations and their Affiliates (other than such
assets and liabilities of the Company Subsidiaries that are, as of the Closing
Date, Majority Owned Company Subsidiaries) that are used in or held for use in
the Business and (ii) take all actions necessary to dissolve and liquidate or
merge into the Company each of the Wholly Owned Company Subsidiaries. Each such
transaction shall be completed in accordance with the requirements of the
relevant provisions of the federal securities laws and state corporate and
partnership law and shall be subject to (x) receipt of any necessary consents or
approvals of third parties or of Governmental Entities, and (y) the prior
approval by the Acquiror of the terms and conditions of such transaction, which
prior approval shall not be unreasonably withheld.

      SECTION 2.04. Disposition of Florida Business. (a) The Acquiror may elect
at its sole discretion (the "Florida Election") to acquire the Florida Business
at the Closing (the "Florida Business Acquisition") by giving written notice to
the Price Corporations on or before January 31, 2001. If the Acquiror makes the
Florida Election, the Acquiror shall consummate the Florida Business Acquisition
at the Closing and the parties hereto will negotiate, in good faith, such
amendments to this Agreement as may be required to effect the consummation of
the Florida Business Acquisition; provided that (i) the Florida Business
Acquisition shall not give rise to any adjustment to the Aggregate Transaction
Consideration (other than by means of the application of Sections 5.02(b),
5.02(c) and 5.02(i)), and (ii) any such amendments shall be generally consistent
with the terms and conditions set forth herein. Within 30 days of the date of
this Agreement, the Price Corporations and the Company may deliver revised
Schedules (the "Revised Schedules") to the Acquiror which update the Schedules
to this Agreement solely with respect to the Florida Business. Notwithstanding
the foregoing or anything else included herein or in any of the Revised
Schedules or the Schedules hereto, any and all of the Revised Schedules and the
Schedules hereto shall be deemed not to include any item relating to the Florida
Business unless and until the Acquiror makes the Florida Election.

      (b) If the Acquiror does not make the Florida Election pursuant to Section
2.04(a), (i) the Company will, and the Price Corporations will cause the Company
to, take all actions necessary to dispose of the Florida Business, the Florida
Business Assets and


                                       17
<PAGE>

the Excluded Liabilities relating thereto pursuant to Section 2.05 and (ii) the
Aggregate Transaction Consideration will be adjusted as set forth in Section
5.02(a).

      SECTION 2.05. Divestitures. Prior to the Closing, the Company (and each
Company Subsidiary then existing immediately prior to the Closing) will, and the
Price Corporations will cause the Company (and such Subsidiaries) to, take all
actions necessary such that as of Closing the Company (and such Subsidiaries)
will have divested (i) all right, title and interest in, to and under all
assets, properties and business that constitute the Excluded Assets (whether by
sale, assignment to an Affiliate (other than a Company Subsidiary) or
otherwise), including without limitation, any assets contributed to the Company
pursuant to Section 2.03 that are Excluded Assets and, subject to Section 2.04,
the Florida Business and the Florida Business Assets, and (ii) all liabilities
and obligations that constitute Excluded Liabilities (whether by satisfying and
discharging in full, procuring the assumption by an Affiliate (other than a
Company Subsidiary) or otherwise) including without limitation, any liabilities
transferred to the Company pursuant to Section 2.03 that are Excluded
Liabilities and, subject to Section 2.04, the Excluded Liabilities relating to
the Florida Business and the Florida Business Assets. Notwithstanding the
foregoing or any other provision of this Agreement, the Company shall not be
required to divest the GiantBear Agreement if the Price Corporations and the
Company notify the Acquiror pursuant to Section 10.08(b) of the failure to
terminate or amend the GiantBear Agreement as contemplated by Section 10.08(a)
and the Acquiror elects not to terminate this Agreement pursuant to Section
10.08(b). Each such transaction shall be completed in accordance with the
requirements of the relevant provisions of federal and state law and shall be
subject to (x) receipt of any necessary consents or approvals of third parties
or of Governmental Entities and (y) the prior approval by the Acquiror of the
terms and conditions of such transaction, which prior approval shall not be
unreasonably withheld.

      SECTION 2.06. Contribution of Assets. At the Closing, the Company will,
and the Price Corporations will cause the Company to, consummate the Asset
Contribution as set forth in Section 3.01, in exchange for a general partnership
interest in Cellco.

      SECTION 2.07. Assumption of Liabilities. At the Closing, Cellco will, and
the Acquiror will cause Cellco to, as set forth in Section 3.03 and in partial
consideration for the contribution of assets pursuant to Sections 2.06 and 3.01,
assume all Assumed Liabilities (other than the Company Debt, which shall not be
assumed by Cellcos and undertake to pay, satisfy and discharge when due in
accordance with their terms all such Assumed Liabilities.


                                       18
<PAGE>

      SECTION 2.08. Merger. At the Closing, the Acquiror will cause Merger
Subsidiary to merge with and into the Company in accordance with the Delaware
Law and in a manner that is consistent with the terms and conditions of Article
4.

      SECTION 2.09. Senior Subordinated Notes. (a) Prior to the Closing Date,
the Company will, and the Price Corporations will cause the Company to commence
the Senior Subordinated Notes Offer as set forth in Section 8.10(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 5.01(e), the Company
shall, and the Acquiror shall cause the Company, to accept for payment and pay
for at the Closing all Senior Subordinated Notes validly tendered and not
withdrawn pursuant to the Senior Subordinated Notes Offer; provided that the
Acquiror will provide to Merger Subsidiary or the Company at the Closing such
cash as is necessary to pay any premium in excess of principal and accrued
interest to purchase the Subordinated Notes pursuant to the Subordinated Notes
Offer (and to effect the Subordinated Debt Defeasance) and such additional cash,
if any, as may be required to enable the Company to purchase the Senior
Subordinated Notes that are validly tendered and to effect the Subordinated Debt
Defeasance and to pay all costs and expenses incurred or committed to by the
Company in connection therewith, other than the Senior Subordinated Debt Fee,
which shall be borne and paid in full by the Company prior to the Closing.

      (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 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, and the Acquiror will cause the Company to, 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 and as set forth in Section 8.10(b), 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 the Company at the Closing pursuant
to the Senior Subordinated Notes Offer; provided that the Acquiror will provide
to Merger Subsidiary or the Company at the Closing such cash as is necessary to
pay any premium in excess of principal and


                                       19
<PAGE>

accrued interest to purchase the Subordinated Notes pursuant to the Subordinated
Notes Offer (and to effect the Subordinated Debt Defeasance) and such additional
cash, if any, as may be required to enable the Company to purchase the Senior
Subordinated Notes that are validly tendered and to effect the Subordinated Debt
Defeasance and to pay all costs and expenses incurred or committed to by the
Company in connection therewith, other than the Senior Subordinated Debt Fee,
which shall be borne and paid in full by the Company prior to the Closing.

      (e) Notwithstanding Section 2.09(a) to 2.09(d), or anything else to the
contrary in this Agreement, the parties agree and understand that the Senior
Subordinated Debt shall be an Assumed Liability, but in no event shall it be
assumed by Cellco.

      SECTION 2.10. Senior Secured Notes. (a) Prior to the Closing Date, the
Company will, and the Price Corporations will cause the Company to, 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 8.10(a).

      (b) Immediately prior to Closing, the Company will, and the Acquiror will
cause the Company to, 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 the Acquiror
will provide to Merger Subsidiary or the Company all such cash as is required to
enable the Company to effect the Secured Debt Defeasance and to pay all costs
and expenses incurred or committed to by the Company in connection therewith.

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

      (d) Notwithstanding Section 2.10(a) to (c) or anything else to the
contrary in this Agreement, the parties agree and understand that the Senior
Secured Debt shall be an Assumed Liability, but in no event shall it be assumed
by Cellco.


                                       20
<PAGE>

                                    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 Cellco, free and clear of all Liens, other than
Permitted Liens, all of the Company's and their Affiliates' right, title and
interest in, to and under the (i) capital stock or other voting securities or
other ownership interests in the Company Subsidiaries that are, as of the
Closing Date, Majority Owned Company Subsidiaries or Wholly Owned Company
Subsidiaries (notwithstanding Section 2.03), and (ii) assets, properties and
business, of every kind and description (other than the Excluded Assets),
wherever located, real, personal or mixed, tangible or intangible, owned, held,
leased or used in the conduct of the Business by the Company or any of their
Affiliates as the same shall exist on the Closing Date, including all assets
shown on the 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 their Affiliates (the capital stock, voting securities or other ownership
interests and the assets, properties and businesses referred to in (i) and (ii)
being the "Contributed Assets" and such contribution the "Asset Contribution"),
and including, without limitation, all right, title and interest of the Company
and any of their 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 6.12(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 6.12(b);


                                       21
<PAGE>

      (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 6.09, but excluding
the Excluded Contracts (collectively, the "Contributed Contracts");

      (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 Company's cash and cash equivalents on hand and in banks
and all petty cash located at the operating facilities of the Business up to the
amount of, the Minimum Cash Balance (provided that $150 million of the Minimum
Cash Balance shall be retained in the Company at the Closing and not contributed
to Cellco and will be used to satisfy the Company's obligations in connection
with the Senior Subordinated Notes Offer and the Subordinated Debt Defeasance);

      (i) all of the Price Corporations', the Company's 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 Contributed Assets,
including, without limitation, unliquidated rights under manufacturers' and
vendors' warranties;

      (j) all Licensed Intellectual Property Rights and Owned Intellectual
Property Rights and including without limitation the items listed on Schedule
6.15;


                                       22
<PAGE>

      (k) 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
6.17;

      (l) 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 Contributed Assets; and

      (m) all goodwill associated with the Business or the Contributed Assets,
together with the right to represent to third parties that Acquiror is the
successor to the Business.

      SECTION 3.02. Excluded Assets. Acquiror and Cellco expressly understand
and agree that the following assets and properties of the Price Corporations,
the Company or their Affiliates (the "Excluded Assets") shall be excluded from
the Contributed Assets:

      (a) unless the Acquiror consummates the Florida Business Acquisition, all
right, title and interest in, to and under the assets, properties and business,
of every kind and description, wherever located, real, personal or mixed,
tangible or intangible, owned, held or used exclusively in the conduct of the
Florida Business by the Price Corporations, the Company or any of their
Affiliates (the "Florida Business Assets");

      (b) the Excluded Contracts;

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

      (d) the lease of real property located at Saddlebrook (provided that no
later than 30 days prior to the Closing Date, Cellco may elect at its sole
option to sublease the premises from the lessee under such lease from the
Closing Date for the remaining term of the lease on the same financial terms as
in effect at the date hereof);

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


                                       23
<PAGE>

      (f) any 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 the Acquiror and its Affiliates pursuant to Section 10.04);
and

      (h) the lease for the Bainbridge Mobile Telephone Switching Office and all
assets located at such premises.

      SECTION 3.03. Assumed Liabilities. Upon the terms and subject to the
conditions of this Agreement, Cellco agrees, effective at the time of the
Closing, to assume the following liabilities (the "Assumed Liabilities"):

      (a) all liabilities set forth on the Balance Sheet (or in the notes to the
Price Parent Third Quarter Balance Sheet insofar as they relate to the
Business), other than any liability with respect to Taxes which shall be assumed
only to the extent provided in Article 11;

      (b) all liabilities and obligations of the Company and their Affiliates
arising under the Contributed Contracts disclosed on Schedule 6.09 or 6.12 or
not required under the terms of Section 6.09 or 6.12 to be disclosed thereon
(other than liabilities or obligations attributable to any failure by such
Person to comply with the terms thereof);

      (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 Balance Sheet; provided that any liability with respect to Taxes shall be
assumed only to the extent provided in Article 11; and

      (d) the Company Debt (provided that notwithstanding the foregoing the
Company Debt shall be dealt with in accordance with Sections 2.09 and 2.10 and
shall not be assumed by Cellco at the Closing).

      SECTION 3.04. Excluded Liabilities. Notwithstanding any provision in this
Agreement or any other writing to the contrary, Cellco is assuming only the
Assumed Liabilities (other than the Company Debt) and is not assuming any other
liability or obligation of the Price Corporations, the Company, any of the
Company Subsidiaries 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


                                       24
<PAGE>

hereafter. All such other liabilities and obligations (other than the Company
Debt) shall be retained by and remain obligations and liabilities of the Price
Corporations or an Affiliate (other than the Company or a Company Subsidiary)
(all such liabilities and obligations not being assumed being herein referred to
as the "Excluded Liabilities"), and, notwithstanding anything to the contrary in
this Agreement, none of the following shall be Assumed Liabilities for the
purposes of this Agreement:

      (a) except for liabilities with respect to Taxes (other than a Combined
Tax or Federal Tax) that are reflected as current Tax liabilities on the Final
Closing Balance Sheet and are specifically set forth on Schedule 11.06(a), any
liability or obligation of the Price Corporations, the Company, any Company
Subsidiary or any member of any consolidated, affiliated, combined or unitary
group of which any of the Price Corporations, the Company or any Company
Subsidiary is or has been a member, for Taxes;

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

      (c) any liabilities or obligations of the Price Corporations, the Company
or any of their Affiliates relating to the execution, delivery and consummation
of this Agreement and the transactions contemplated hereby including, without
limitation, the Restructuring Transactions;

      (d) any liabilities or obligations relating to the Florida Business or the
Florida Business Assets (unless the Acquiror consummates the Florida Business
Acquisition);

      (e) any liability or obligation arising under 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 by Acquiror or its
Affiliates in accordance with Section 12.06; and

      (f) any liabilities or obligations relating to any other Excluded Asset.

      SECTION 3.05. 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


                                       25
<PAGE>

in any way adversely affect the rights of Acquiror or any of the Price
Corporations, the Company or any of their Affiliates thereunder. Each of the
Price Corporations and the Company will use their best efforts (but without any
payment of money by any of the Price Corporations, the Company or Acquiror) 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 Cellco 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 any of the Price
Corporations, the Company or any of their Affiliates thereunder so that Cellco
would not in fact receive all such rights, and, notwithstanding Section 13.02
(if applicable), Acquiror determines to consummate the Closing, then each of the
Price Corporations and Acquiror will cooperate in a mutually agreeable
arrangement under which Cellco 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
Cellco, or under which the Price Corporations and the Company would enforce for
the benefit of Cellco, with Cellco assuming the Price Corporations', the
Company's and any of their Affiliates' obligations, any and all rights of the
Price Corporations, the Company and any of their Affiliates against a third
party thereto. To the extent the benefits therefrom and obligations thereunder
have not been provided by alternate arrangements satisfactory to Acquiror and
the Price Corporations, the Price Corporations and Acquirors shall negotiate, in
good faith, and pay an adjustment in the Aggregate Transaction Consideration
(whether or not previously paid hereunder) in an amount necessary to reflect the
fact that the assignment contemplated by this Agreement was not made. If any of
the Price Corporations or any Affiliate thereof shall receive at any time any
monies in respect of a Contributed Asset and Cellco shall not be in default with
respect to any alternative arrangement relating to such Contributed Asset, the
Price Corporations will pay or cause the Affiliate to pay promptly such monies
to Acquiror. The obligations of the parties, pursuant to Section 3.05 shall
continue for as long as necessary to provide to Cellco the benefit and cause
Cellco to assume the obligations under the Contributed Assets not assigned and
negotiate and pay any adjustment in the Aggregate Transaction Consideration.

                                    ARTICLE 4

                                   THE MERGER

      SECTION 4.01. The Merger. (a) At the Closing, Merger Subsidiary shall be
merged (the "Merger") with and into the Company in accordance with Delaware Law,
whereupon the separate existence of Merger Subsidiary shall cease, and the
Company shall be the surviving corporation (the "Surviving Corporation").


                                       26
<PAGE>

      (b) As soon as practicable after satisfaction or, to the extent permitted
hereunder, waiver of all conditions to the Closing and upon completion of the
Asset Contribution, and in accordance with Section 5.01, the Company and Merger
Subsidiary will file a certificate of merger (the "Certificate of Merger") with
the Delaware Secretary of State and make all other filings or recordings
required by Delaware Law in connection with the Merger. The Merger shall become
effective at such time (the "Effective Time") as the Certificate of Merger is
duly filed with the Delaware Secretary of State (or at such later time as may be
specified in the Certificate of Merger). In connection with the filing of the
Certificate of Merger, the Surviving Corporation shall adopt a name which
excludes the word "Price" or any name derived therefrom.

      (c) From and after the Effective Time, the Surviving Corporation shall
possess all the rights, powers, privileges and franchises and be subject to all
of the obligations, liabilities, restrictions and disabilities of the Company
and Merger Subsidiary, all as provided under Delaware Law.

      SECTION 4.02. Conversion of Shares. At the Effective Time:

      (a) each share of Company Stock outstanding immediately prior to the
Effective Time shall be converted into the right to receive that number of
shares of Acquiror Stock (rounded to the nearest whole share) (such number, the
"Exchange Ratio") determined as the Aggregate Transaction Consideration divided
by the Acquiror IPO Price, divided further by the total number of outstanding
shares of Company Stock.

      (b) each share of common stock of Merger Subsidiary outstanding
immediately prior to the Effective Time shall be converted into and become one
share of common stock of the Surviving Corporation with the same rights, powers
and privileges as the shares so converted and shall constitute the only
outstanding shares of capital stock of the Surviving Corporation.

      SECTION 4.03. Adjustments. If, during the period between the date of
Acquiror Initial Public Offering and the Effective Time, any change in the
outstanding shares of capital stock of Company or Acquiror shall occur,
excluding the issuance of shares of Acquiror Stock pursuant to the Acquiror
Initial Public Offering or employee benefit plans but including by reason of any
reclassification, recapitalization, stock split or combination, exchange or
readjustment of shares, or any stock dividend thereon with a record date during
such period, the Merger Consideration (including, if applicable, the Exchange
Ratio and its determination) shall be appropriately adjusted.

                                       27
<PAGE>

      SECTION 4.04. Certificate of Incorporation. The certificate of
incorporation of Merger Subsidiary in effect at the Effective Time shall be the
certificate of incorporation of the Surviving Corporation until amended in
accordance with applicable law.

      SECTION 4.05.  Bylaws.  The bylaws of Merger Subsidiary in effect at the
Effective Time shall be the bylaws of the Surviving Corporation until amended in
accordance with applicable law.

      SECTION 4.06. Directors and Officers. From and after the Effective Time,
until successors are duly elected or appointed and qualified in accordance with
applicable law, (i) the directors of Merger Subsidiary at the Effective Time
shall be the directors of the Surviving Corporation and (ii) the officers of the
Company at the Effective Time shall be the officers of the Surviving
Corporation.

                                    ARTICLE 5

                                   THE CLOSING

      SECTION 5.01. The Closing. The closing (the "Closing") of the Asset
Contribution, the assumption of the Assumed Liabilities, the Merger, 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 13, or at such other time or place as Acquiror
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, the Company and Cellco shall enter into
      an Assignment and Assumption Agreement reflecting the terms and conditions
      set forth in Article 3, and the Price Corporations and the Company shall
      deliver to Cellco such 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 Cellco all
      right, title and interest in, to and under the Contributed Assets;

            (b) the Price Corporations shall deliver an executed copy of the
      Lock-up Agreement;


                                       28
<PAGE>

            (c) the Company and Merger Subsidiary will file the Certificate of
      Merger with the Delaware Secretary of State in accordance with Delaware
      Law;

            (d) Acquiror shall deliver to the Price Corporations certificates
      representing the Merger Consideration, duly registered in the name of
      Price Shareholder;

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

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

            (g) the Company shall consummate the Subordinated Debt Defeasance,
      if necessary; and

            (h) the Company shall consummate the Secured Debt Defeasance.

      SECTION 5.02. Aggregate Transaction Consideration. The aggregate
transaction consideration shall be $2,060 million, increased or decreased on a
dollar-for-dollar basis at and following Closing for the cumulative net
adjustments required by the following (as so adjusted the "Aggregate Transaction
Consideration"):

      (a) If at the Closing, the Acquiror does not consummate the Florida
Business Acquisition pursuant to Section 2.04(a), the Aggregate Transaction
Consideration shall be decreased by an amount equal to (x) the earnings before
interest, taxes, depreciation, amortization ("EBITDA") of the Florida Business
for the year ended December 31, 2000 (as derived from the audited financial
statements of the Florida Business as at, and for the year ended, December 31,
2000) less $1 million; multiplied by (y) 13.5.

      (b) If, and to the extent, any Majority Owned Company Subsidiary exists at
the Closing, the Aggregate Transaction Consideration shall be decreased, for
each Company Cellular Telephone System Area in which any such Majority Owned
Company Subsidiary owns, directly or indirectly, an interest, by the EBITDA of
the relevant Company Cellular Telephone System Areas for the year ended December
31, 2000 as derived from the financial statements of such Company Cellular
Telephone System Area as at, and for the year ended, December 31, 2000
multiplied by the percentage ownership interest (the "Third Party Interest") in
the Majority Owned Company Subsidiary held by Persons


                                       29
<PAGE>

other than the Company and the Company Subsidiaries as of the Closing, which
product shall then be further multiplied by 13.5; and

      (c) If, and to the extent that (i) any of the Company Subsidiaries are, as
of the Closing Date, Majority Owned Company Subsidiaries, or (ii) as
contemplated by Section 2.03, any of the assets and liabilities of any Wholly
Owned Company Subsidiary shall not have been transferred to the Company as of
the Closing or any Company Subsidiary shall not have been liquidated and
dissolved or merged, the Aggregate Transaction Consideration shall be decreased
by the net present value of the Tax cost which is expected to be incurred by any
Acquiror Indemnitee following the Closing as a result of such failure, which
value shall be determined by the Acquiror and set forth in a certificate
delivered by the Acquiror to the Price Corporations prior to the Closing Date.

      (d) The Aggregate Transaction Consideration shall be decreased by the
aggregate principal amount of the Senior Secured Notes outstanding as of the
Closing, plus interest accrued thereon through the Closing Date (excluding any
Applicable Premium as defined in the Senior Secured Notes Indenture).

      (e) The Aggregate Transaction Consideration shall be decreased by the
aggregate principal amount of the Senior Subordinated Notes outstanding as of
the Closing plus interest accrued thereon through the Closing Date (excluding
any premium paid in excess of principal and accrued interest to purchase the
Senior Subordinated Notes pursuant to the Subordinated Notes Offer).

      (f) If the H.O. Agreement shall not have been amended prior to the Closing
in the manner provided in Section 10.06, the Aggregate Transaction Consideration
shall be decreased by $38 million.

      (g) If the H.O. Agreement shall have been amended prior to the Closing in
the manner provided in Section 10.06 and the amendment requires payment of an
H.O. Cancellation Fee by the Company or any Affiliate other than one of the
Price Corporations at any time after the Closing Date; the Aggregate Transaction
Consideration shall be decreased by the amount of the net present value of the
H.O. Cancellation Fee assuming a discount rate of 11.7% p.a.;

      (h) The Aggregate Transaction Consideration shall be decreased by an
amount of $3 million;

     (i) The Aggregate Transaction Consideration shall be increased (if the
Estimated Working Capital Adjustment is a positive number) or decreased (if the


                                       30
<PAGE>

Estimated Working Capital Adjustment is a negative number) by the Estimated
Working Capital Adjustment calculated in accordance with Section 5.03; and

      (j) The Aggregate Transaction Consideration shall be increased if, and to
the extent, the Company or any of the Price Corporations pays any amount
(excluding funds provided by the Acquiror or Merger Subsidiary) on the Closing
Date in respect of the Senior Subordinated Debt or in effecting the Secured Debt
Defeasance, in each case, excluding any amount paid with respect to interest
accrued thereon through the Closing Date.

      SECTION 5.03. Estimated Working Capital Adjustment; Estimated Closing
Balance Sheet. (a) Not later than 5 business days before the Closing Date, the
Price Corporations will cause to be prepared and delivered to Acquiror an
estimated balance sheet of the Business immediately prior to the Closing but
after giving effect to, or otherwise reflecting, the Specified Transactions (the
"Estimated Closing Balance Sheet") and a certificate based thereon setting forth
the Price Corporations' calculation of the Estimated Working Capital Adjustment.
The Estimated Closing Balance Sheet shall be prepared by the Price Corporations
in good faith and shall (x) fairly present the financial position of the
Business as of the Closing Date after giving effect to or reflecting the items
described above in accordance with GAAP applied on a basis consistent with those
principles used in the preparation of the Balance Sheet, (y) include line items
substantially consistent with those in the Balance Sheet, and (z) be prepared in
accordance with accounting policies and practices consistent with those used in
the preparation of the Balance Sheet; provided that (A) there shall be no
accrual on the Estimated Closing Balance Sheet for any item to the extent that
the Aggregate Transaction Consideration is decreased pursuant to Sections
5.02(a) through 5.02(h) and (B) the Estimated Closing Balance Sheet shall
include, as a current liability, a reserve against prepaid revenues determined
in accordance with GAAP (the "GAAP Accrual"), provided that if there is no GAAP
Accrual, the Estimated Closing Balance Sheet shall include, as a liability, a
reserve of $2 million against prepaid revenues. For the purposes of this Section
5.03, the "Specified Transactions" shall mean (i) the Restructuring
Transactions, (ii) the payment of any inter-company accounts or balances owing
between the Company and Company Subsidiaries, on the one hand, and the Price
Corporations or any of their respective Affiliates (other than the Company and
the Company Subsidiaries), on the other hand, (iii) the payment of all cash
distributions owed by any Majority Owned Company Subsidiary to any Person (other
than the Company or a Wholly Owned Company Subsidiary) holding an interest
therein, (iv) the consummation of the Senior Secured Notes Redemption, the
Senior Subordinated Notes Offer, the Senior Secured Debt Defeasance and the
Subordinated Debt Defeasance contemplated by Sections 2.09 and 2.10 so that no
Company Debt shall be deemed to be outstanding for such purposes, (v) the
payment of all costs and expenses (other than any H.O. Cancellation Fee payable
after the Closing


                                       31
<PAGE>

Date) incurred or committed to by the Company or its Affiliates in connection
with the amendments and modifications to the H.O. Agreement contemplated by
Section 10.06, (vi) the payment of all costs and expenses incurred or committed
to by the Company and its Affiliates in connection with any and all amendments
to and modifications of the GiantBear Agreement and the BCG Agreement; and (vii)
the payment of the costs and expenses described in clauses (iii) and (iv) of the
definition of "Minimum Cash Balance".

      (b) The estimated working capital adjustment shall be equal to (i) current
assets (excluding current assets in respect of Taxes other than current assets
for estimated Taxes that (i) are for Taxes other than Federal Taxes or Combined
Taxes, (ii) are in excess of the Tax liability of the Company and the Company
Subsidiaries for the Pre-Closing Tax Periods and (iii) could be used to offset a
Tax liability of the Company or a Company Subsidiary in a Post-Closing Tax
Period) as set forth on the Estimated Closing Balance Sheet minus (ii) current
liabilities (excluding Federal Tax and Combined Tax liabilities but including
other current liabilities in respect of Taxes) as set forth on the Estimated
Closing Balance Sheet; provided that, if there shall remain in existence as of
the Closing Date any Company Subsidiary that is not a Wholly Owned Company
Subsidiary, the amount calculated pursuant to this Section 5.03(b) (the
"Estimated Base Working Capital") shall be reduced by an amount that reflects
the proportionate interest in the Estimated Base Working Capital represented by
the ownership interest in such Company Subsidiary retained by any Persons other
than the Company or a Wholly Owned Company Subsidiary (such amount as so
adjusted, if necessary, the "Estimated Working Capital Adjustment").

      SECTION 5.04. Final Closing Balance Sheet and Closing Working Capital
Adjustment. (a) As promptly as practicable, but no later than 90 days after the
Closing Date, Acquiror will cause to be prepared and delivered to the Price
Corporations the balance sheet of the Business immediately prior to the Closing
after giving effect to or otherwise reflecting the Specified Transactions (the
"Final Closing Balance Sheet") and a certificate based thereon setting forth
Acquiror's calculation of (i) current assets (excluding current assets in
respect of Taxes other than current assets for estimated Taxes that (i) are for
Taxes other than Federal Taxes or Combined Taxes, (ii) are in excess of the Tax
liability for the Pre-Closing TaxPeriods of the Company and the Company
Subsidiaries and (iii) could be used to offset a Tax liability of the Company or
any Company Subsidiary in a Post-Closing Tax Period) as set forth on such Final
Closing Balance Sheet minus (ii) current liabilities (excluding Federal Tax and
Combined Tax liabilities but including other current liabilities in respect of
Taxes) as set forth on such Final Closing Balance Sheet; provided that, if there
shall remain in existence as of the Closing Date, any Company Subsidiary, the
amount (the "Final Base Working Capital") so calculated pursuant to this Section
5.04(a) shall be reduced by an amount that reflects the proportionate interest
in the Final Base Working Capital represented by the ownership


                                       32
<PAGE>

interest in such Company Subsidiary retained by any Person other than the
Company or a Wholly Owned Company Subsidiary (the Final Base Working Capital as
so reduced, if necessary, the "Closing Working Capital Adjustment"). The Final
Closing Balance Sheet shall be prepared by Acquiror in good faith and shall (x)
fairly present the financial position of the Business as of the Closing Date
after giving effect to or reflecting the items described above in accordance
with GAAP applied on a basis consistent with those principles used in the
preparation of the Balance Sheet, (y) include line items substantially
consistent with those in the Balance Sheet, and (z) be prepared in accordance
with accounting policies and practices consistent with those used in the
preparation of the Balance Sheet; provided that (A) there shall be no accrual on
the Final Closing Balance Sheet for any item to the extent that the Aggregate
Transaction Consideration is decreased pursuant to Sections 5.02(a) through
5.02(h), and (B) the Final Closing Balance Sheet shall include, as a current
liability, the GAAP Accrual, provided that if there is no GAAP Accrual, the
Final Closing Balance Sheet shall include, as a liability, a reserve of $2
million against the prepaid revenues.

      (b) If the Price Corporations disagree with Acquiror's calculation of the
Closing Working Capital Adjustment delivered pursuant to Section 5.04(a), the
Price Corporations may, within 20 calendar days after delivery of the documents
referred to in Section 5.04(a), deliver a notice to Acquiror 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
Adjustment delivered pursuant to Section 5.04(a).

      (c) If a notice of disagreement shall be delivered pursuant to Section
5.04(b), Acquiror 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 Adjustment, which amount shall not be less than
the amount thereof shown in Acquiror's calculations delivered pursuant to
Section 5.04(a) nor more than the amount thereof shown in the Price
Corporations' calculation delivered pursuant to Section 5.04(b). If, during such
period, Acquiror and the Price Corporations are unable to reach such agreement,
they shall promptly thereafter cause independent accountants of nationally
recognized standing reasonably satisfactory to Acquiror and the Price
Corporations, promptly to review this Agreement and the disputed items or
amounts for the purpose of calculating the Closing Working Capital Adjustment.
In making such calculation, such independent accountants shall consider only
those items or amounts in the Final Closing Balance Sheet or Acquiror's
calculation of the Closing Working Capital Adjustment as to which the Price
Corporations have disagreed. Such independent accountants shall deliver to
Acquiror and


                                       33
<PAGE>

the Price Corporations, as promptly as practicable, a report setting forth such
calculation. Such report shall be final and binding upon Acquiror and the Price
Corporations. The fees and expenses of such independent accountants shall be
borne (i) by Acquiror if the difference between the Closing Working Capital
Adjustment as calculated by such accountants and Acquiror's calculation thereof
delivered pursuant to Section 5.04(a) (the "Acquiror Difference") exceeds the
difference between the Closing Working Capital Adjustment as calculated by such
accountant and the Price Corporations' calculation thereof delivered pursuant to
Section 5.04(b) (the "Price Corporations' Difference"); (ii) by the Price
Corporations, if the Price Corporations' Difference exceeds the Acquiror's
Difference; and (iii) otherwise equally by the Price Corporations, on the one
hand, and the Acquiror, on the other hand.

      (d) Acquiror and the Price Corporations agree that they will, and agree to
cause their respective Affiliates, independent accountants and the Company to,
cooperate and assist in the preparation of the Final Closing Balance Sheet and
the calculation of the Closing Working Capital Adjustment 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 5.05. Final Working Capital Adjustment. If the Final Working
Capital Adjustment exceeds the Estimated Working Capital Adjustment, Acquiror
shall deliver to the Price Corporations, as an adjustment to the Merger
Consideration, the number of shares of Acquiror Stock (rounded to the nearest
whole number) determined by dividing the amount of such excess by the Acquiror
IPO Price. If the Estimated Working Capital Adjustment exceeds the Final Working
Capital Adjustment, the Price Corporations shall deliver to Acquiror for
cancellation the number of shares of Acquiror Stock determined by dividing the
amount of such excess by the Acquiror IPO Price.

                                    ARTICLE 6

        REPRESENTATIONS AND WARRANTIES OF THE PRICE CORPORATIONS AND THE
                                     COMPANY

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

      SECTION 6.01. Existence and Power. Each of the Price Corporations, the
Company and each of the Company Subsidiaries (in existence as of such date) is
duly


                                       34
<PAGE>

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, the Company and each of the Company Subsidiaries
(in existence as of such date) 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 Price Corporations have heretofore delivered to Acquiror
true and complete copies of the certificate of incorporation and bylaws (or
partnership agreement or other organizational documents) of each of the Price
Corporations, the Company and each Company Subsidiary. All the outstanding
capital stock of, or other voting securities or ownership interests in, the
Company are owned directly or indirectly by the Price Corporations and are owned
free and clear of any Lien and free of any other limitation or restriction
(including any restriction on the right to vote, sell or otherwise dispose of
such capital stock or other voting securities or ownership interests). None of
the Company Subsidiaries owns any capital stock of, or other voting securities
or ownership interest in, the Company.

      SECTION 6.02. Authorization. (a) The execution, delivery and performance
by each of the Price Corporations and the Company 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' and the Company's 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, have been
duly authorized by all necessary corporate action on the part of each of the
Price Corporations and the Company. 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 or the
Company, all of which have been obtained are the only actions required by the
stockholders of any of the Price Corporations, the Company or any of their
Affiliates in connection with the transactions contemplated to occur on the
Closing Date pursuant to this Agreement or any of the Ancillary Agreements to
which it is a party. 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 and the Company 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


                                       35
<PAGE>

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 and the transactions
contemplated hereby are fair to and in the best interests of Price Parent's
stockholders, (ii) unanimously approved and adopted this Agreement and the
transactions contemplated hereby and (iii) unanimously resolved (subject to
Section 8.09) to recommend approval and adoption of this Agreement by Price
Parent's stockholders.

      SECTION 6.03. Governmental Authorization. The execution, delivery and
performance by each of the Price Corporations and the Company of this Agreement
and each of the Ancillary Agreements to which it is a party and the consummation
by each of the Price Corporations and the Company 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) the filing of the Certificate of Merger with respect to the Merger with the
Delaware Secretary of State and appropriate documents with the relevant
authorities of other states in which the Company or the Company Subsidiaries are
qualified to do business, (ii) compliance with the requirements of the HSR Act
(iii) the filing with the SEC of the Price Proxy Materials in definitive form;
(iv) the filing and declaration by the SEC of the effectiveness of the IPO
Registration Statement, the Transaction Registration Statement and the Shelf
Registration Statement, (v) compliance with any other applicable securities
laws, (vi) compliance with the applicable requirements of the Communications
Act, and (vii) such actions or filings where the failure to obtain would not,
individually or in the aggregate, prevent or delay consummation of the Merger in
any material respect, or otherwise prevent any Price Corporation or the Company
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.

      SECTION 6.04. Noncontravention. The execution, delivery and performance by
each of the Price Corporations and the Company 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, partnership agreement
or other organizational documents of any of the Price Corporations, the Company
or any Company Subsidiary, (ii) assuming compliance with the matters referred to
in Section 6.03, violate any applicable law, rule, regulation, judgment,
injunction, order or decree applicable to any of the Price Corporations, the
Company or any Company Subsidiary or by which any of their respective properties
or assets are bound, (iii) except as set forth on Schedule 6.04, assuming the
obtaining of all necessary consents or other actions by any Person, constitute a
default under or give rise to any right of termination, cancellation or
acceleration of any


                                       36
<PAGE>

right or obligation of Acquiror or Cellco or to a loss of any benefit relating
to the Business to which any of the Price Corporations, the Company or a Company
Subsidiary is entitled under any provision of any agreement or other instrument
binding upon any of the Price Corporations or the Company or by which any of the
Contributed Assets is or may be bound or (iv) result in the creation or
imposition of any Lien on any 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 6.05. Required and Other Consents. (a) Schedule 6.05(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 of this Agreement or any
Ancillary Agreement to which any of the Price Corporations or the Company are 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 6.05(b) sets forth each Contract or Permit (other than
Contracts subject to Section 6.05(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 of this Agreement or any Ancillary Agreement to which
any of the Price Corporations or the Company are 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 6.06. 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 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).


                                       37
<PAGE>

      (b) The Business 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 and the Company Subsidiaries, but excluding the Florida Business
as of September 30, 2000 (subject to normal year-end adjustments and the absence
of footnotes, in the case of any unaudited interim financial statements).

      (c) 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 and the Company Subsidiaries as of September 30, 2000 (subject to
normal year-end adjustments and the absence of footnotes, in the case of any
unaudited interim financial statements).

      Section 6.07. 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 Contributed Asset
other than (i) in the ordinary course of business consistent with past practices
or (ii) Permitted Liens;

      (d) any damage, destruction or other casualty loss (whether or not covered
by insurance) affecting the Business or any 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 Contributed Asset (including the acquisition or
disposition 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


                                       38
<PAGE>

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 or the Company 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 12.06, 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 ordinary course of business consistent with past practice;

      (h) except as contemplated by Section 12.06, 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 6.08. 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, the Company or the Company Subsidiaries, 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:


                                       39
<PAGE>

      (a) current liabilities provided for in the 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 Balance Sheet (including the notes thereto);

      (c) liabilities disclosed on Schedule 6.08 and 6.19; 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 6.09. Material Contracts. (a) Except as disclosed in Schedule 6.09
or 6.12, or otherwise contemplated or permitted by this Agreement, neither the
Price Corporations, the Company, any Company Subsidiary 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)
      other than any agreements relating to the Restructuring Transactions and
      any agreements relating to the disposition of the Florida Business (other
      than this Agreement) contemplated by Section 2.04;


                                       40
<PAGE>

            (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, 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 Contributed Asset or which would so limit the freedom of Acquiror or
      any Affiliate 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 other than the Company or any Company Subsidiary;

            (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, the Company 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;


                                       41
<PAGE>

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

            (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 Section (each a "Scheduled Contract") is a
valid and binding agreement of the Price Corporation, 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 or the Company and the Company Subsidiaries, 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 and the
Company and Company Subsidiaries, no event or circumstance has occurred that,
with notice or lapse of time or both, would constitute such a breach of 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
Acquiror. Except as set forth on Schedule 6.09(b) as of the date or this
Agreement, none of the Price Corporations, the Company or any Company Subsidiary
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.


                                       42
<PAGE>

      (c) Set forth on Schedule 6.09(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
6.09(c), all such Contracts (including those not required to be listed thereon
or any other Schedule hereto because of the amount of such Contract) are valid,
in full force and effect, binding upon the Price Corporations (or the Affiliate
which is a party thereto) and, to the knowledge of the Price Corporations, the
Company and the Company Subsidiaries, 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 which is a
party thereto), nor to the knowledge of the Price Corporations, the Company and
the Company Subsidiaries, 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, the Company and the Company Subsidiaries, 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, the
Company or any Company Subsidiary since January 1, 1998 is in one of the forms
set forth in Schedule 6.09(c).

      (d) All of the Licensing Agreements between the Cellular One Group and the
Company or any of its Subsidiaries have annual renewal terms commencing each
January 1, 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 6.10. Litigation. (a) Except as set forth on Schedule 6.10, as of
the date of this Agreement, there is no action, suit, investigation or
proceeding (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, the Company or
the Company Subsidiaries, threatened against or affecting, the Business or any
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


                                       43
<PAGE>

Agreement and the Ancillary Agreements, or (iii) would otherwise materially
adversely affect the Business.

      (b) As of the date of this Agreement, Schedule 6.10(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 "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
Contributed Assets has or may become subject.

      SECTION 6.11. Compliance with Laws and Court Orders. None of the Price
Corporations or any of their Affiliates is in violation of, and to the knowledge
of the Price Corporations, the Company and the Company Subsidiaries, 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 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.

      SECTION 6.12. Properties. (a) Schedule 6.12(a) correctly describes as of
the date of this Agreement all real property used or held for use in the
Business included in the Contributed Assets (the "Real Property"), which the
Price Corporations or an Affiliate 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 6.12(b) correctly describes, as of September 30, 2000, all
material personal property used or held for use in the Business included in the
Contributed Assets, 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 owns, leases or subleases, and any
material Liens thereon (except any Permitted Liens), specifying in the case of
leases or subleases, the name of the lessor or sublessor, the lease term and
basic annual rent.


                                       44
<PAGE>

      (c) The Price Corporations or an Affiliate 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 Contributed Assets (whether real, personal, tangible or
intangible) reflected on the 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 8.01 and except where, with respect to 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 Contributed Asset is subject to any
Lien, except:

            (i) Liens disclosed on the 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 Contributed Asset (clauses (i)-(iii) of this Section 6.12(c)
      are, collectively, the "Permitted Liens").

      (d) There are no developments affecting any of the Contributed Assets
pending or, to the knowledge of the Price Corporations, the Company or the
Company Subsidiaries 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
Contributed Assets (other than arising out of business conditions or other
matters generally affecting the wireless telecommuncations 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, the Company or any of the Company Subsidiaries, 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, the Company
or any of the Company Subsidiaries, 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 Company and the Company
Subsidiaries, the plants, buildings, structures and equipment included in the
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.

                                       45
<PAGE>

      (g) The plants, buildings and structures included in the Contributed
Assets currently have sufficient access to public roads and to all utilities,
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 Contributed Assets is an equity interest in an entity.

      SECTION 6.13. Sufficiency of and Title to the Contributed Assets. (a) The
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, Cellco will
have acquired good and marketable title in and to, or a valid leasehold interest
in, each of the Contributed Assets, free and clear of all Liens, except for
Permitted Liens.

      (c) As of the date hereof, all of the assets and liabilities used or held
for use in the Business are held by the Company or the Company Subsidiaries.

      SECTION 6.14. Subscriber Accounts. Schedule 6.14 hereto sets forth the
following numerical breakdown, as of September 30, 2000, 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 6.15. Intellectual Property. (a) Schedule 6.15 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.

      (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 Contributed Assets include working copies of all
software and firmware as are necessary


                                       46
<PAGE>

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 or the Company, threatened against or affecting, the Business
or any present or former Business Employee or director of the Company or any
Company Subsidiary 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 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 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 Cellco in connection with the
transactions contemplated hereby.

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


                                       47
<PAGE>

agreements and by the case of appropriate statutory notices and other
proprietary markings.

      SECTION 6.16. Insurance Coverage. The Price Corporations have furnished to
Acquiror a list of, and true and complete copies of, all insurance policies and
fidelity bonds relating to the 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, the Company or any of the Company Subsidiaries 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 6.16, 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 the Acquiror and Cellco will be entitled to the benefit
of such policies.

      SECTION 6.17. Licenses and Permits. (a) Schedule 6.17(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 6.17, (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, Acquiror or an Affiliate thereof
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) The Permits are the only licenses, franchises, permits, certificates,
approvals or other similar authorizations which are necessary for the Price
Corporations or their


                                       48
<PAGE>

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 Permitted Liens. To the
knowledge of the Price Corporations, the Company and the Company Subsidiaries,
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 6.17(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 6.17(d) sets forth the date on which the Price Corporations
or an Affiliate 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
Acquiror.

      (e) The Company and the Company Subsidiaries have 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 6.17(f) sets forth each application and notification that the
Company and the Company Subsidiaries have pending before the FCC and sets forth
the expiration date for each of the FCC Authorizations. The Company and the
Company Subsidiaries have provided a copy to Acquiror of each of the FCC
Authorizations and the applications and notifications listed in Schedule
6.17(f), except where the FCC has not issued a written microwave authorization.


                                       49
<PAGE>

      (g) All fees due and payable to the FCC by the Business, the Company or
the Company Subsidiaries 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 6.18. Financial Advisors' Fees. Except for Donaldson, Lufkin &
Jenrette Securities Corporation, Gleacher & Co., Deutsche Banc Alex. Brown and
Dresdner Kleinwort Wasserstein, whose fees will be paid by the Price
Corporations, 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 6.19. Environmental Compliance.

      (a) Except for such matters identified in the documents listed on Schedule
6.19 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 Contributed Assets,
      Business, Real Property, the Company or any Company Subsidiary, 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' or the Company's 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, individually or in the
      aggregate, will or would reasonably be expected to result in Environmental
      Liabilities being imposed on the Company or any Company Subsidiary;

            (ii) there are no Environmental Liabilities arising in connection
      with or in any way relating to the Contributed Assets, Business, Real
      Property, the Company or any Company Subsidiary 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 and, to any of the Price
      Corporations' or the Company's knowledge, there are no facts events,
      conditions,


                                       50
<PAGE>

      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 any
      Company Subsidiary or, to any of the Price Corporations' or the Company's
      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 or any Company
      Subsidiary 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 any
      Company Subsidiary or to any of the Price Corporations' or the Company's
      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 or any Company Subsidiary;

            (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' or
      the Company's knowledge, previously owned, leased or operated by the
      Company or any Company Subsidiary, 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 or any
      Company Subsidiary during the times that the Company or any Company
      Subsidiary owned, leased or operated the Real Property or Contributed
      Asset, nor, to any of the Price Corporations' or the Company's knowledge,
      prior to the times the Company or any Company Subsidiary owned, leased or
      operated the Real Property or Contributed Assets, that will or would
      reasonably be expected to result in Environmental Liability that,
      individually or in the aggregate, would have a Material Adverse Effect;


                                       51
<PAGE>

            (vii) no Real Property is listed or, to the Price Corporations' and
      the Company's 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 Liabilities to the Company or any Company
      Subsidiary and, to any of the Price Corporations' or the Company's
      knowledge, no property previously owned, leased or operated by the Company
      or any Company Subsidiary, no property to which Hazardous Substances
      located on or resulting from the use of any real property previously
      owned, leased or operated by the Company or any Company Subsidiary have
      been transported, nor any property to which the Company or any Company
      Subsidiary 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 to the Company or any Company
      Subsidiary; and

            (viii) the Company and each Company Subsidiary is, and in connection
      with the 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, 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 or
the Company is in possession or custody in relation to any Contributed Asset,
Real Property or any other property or facility now or previously owned, leased
or operated by the Company or any Company Subsidiary other than those disclosed
on Schedule 6.19.

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

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


                                       52
<PAGE>

      SECTION 6.20. Acquiror'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, Acquiror, in its
discretion, may conduct a Phase I environmental site assessment for any Real
Property owned, leased or operated by the Company or any Company Subsidiaries.
The Acquiror'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, Acquiror shall provide a copy of the Acquiror's Phase I Reports to
Price Corporations. In the event that an Acquiror's Phase I Report identifies an
environmental condition that reasonably could result in Environmental
Liabilities to the Company or any of the Company Subsidiaries and the Acquiror's
environmental consultant recommends in the Acquiror's Phase I Report that a
Phase II investigation is warranted, then Acquiror shall promptly upon receipt
of the results of the Phase I environmental site assessment conduct the
recommended Phase II, upon a scope of work reasonably acceptable to the Price
Corporations. Acquiror shall provide copies of the Phase II sampling results and
the Phase II report to the Price Corporations immediately upon Acquiror'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 Acquiror 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 Acquiror the option to seek
indemnification under Article 14 of this Agreement. (Acquiror's Phase I reports,
Phase II reports and all associated data and reports, are collectively referred
to as, "Acquiror's Environmental Reports") All costs and expenses associated
with the preparation of Acquiror's Environmental Reports shall be borne solely
by Acquiror.

      SECTION 6.21. Subsidiaries. (a) Except as necessary to consummate the
Restructuring Transactions, the Company has no Subsidiaries other than the
Company Subsidiaries. Schedule 6.21(a) lists, as to each Company Subsidiary (i)
its jurisdiction of organization, (ii) its authorized capital stock or other
voting securities or ownership interests; (iii) the number of shares of capital
stock or other voting securities or ownership interests of each class that are
outstanding and (iv) the identity of each holder of any such capital stock or
other voting securities or ownership interests and the number of shares or other
voting securities or ownership interests held by each such holder. All of the
outstanding capital stock of, or other voting securities or ownership interests
in, each Company Subsidiary owned, directly or indirectly, by the Price
Corporations or an Affiliate thereof, is owned, free and clear of any Lien and
free of any other limitation or restriction (including any restriction on the
right to vote, sell or otherwise dispose of such capital stock or other voting
securities or ownership interests) other than any Liens


                                       53
<PAGE>

securing, or other restrictions arising under, the Company Debt. There are no
outstanding (i) securities of any Company Subsidiary convertible into or
exchangeable for shares of capital stock or other voting securities or ownership
interests in any Company Subsidiary or (ii) options or other rights to acquire
from the Company or any Company Subsidiary, or other obligation of the Company
or any Company Subsidiary to issue, any capital stock or other voting securities
or ownership interests in, or any securities convertible into or exchangeable
for any capital stock or other voting securities or ownership interests in, any
Company Subsidiary. There are no outstanding obligations of the Company or any
Company Subsidiary to repurchase, redeem or otherwise acquire any of the
securities referred to in the foregoing.

      (b) Schedule 6.21(b) lists each of the Persons in which the Company or any
Person referred to in clauses (i), (ii) and (iii) of the definition of "Company
Subsidiaries" holds any voting security or ownership interest (each, a "Minority
Entity"). Schedule 6.21(b) lists for each such Minority Entity (i) its
jurisdiction of organization, (ii) its authorized capital stock or other voting
securities or ownership interests; (iii) the number of shares of capital stock
or other voting securities or ownership interests of each class that are
outstanding and (iv) the identity of each holder of any such capital stock or
other voting securities or ownership interests and the number of shares or other
voting securities or ownership interests held by each such holder.

      SECTION 6.22. SEC Filings. (a) The Price Corporations have delivered to
Acquiror Price Parent's annual reports on Form 10-K for its fiscal years ended
December 31, 1997, 1998 and 1999, its quarterly reports on Form 10-Q for its
fiscal quarters ended March 31, 2000, June 30, 2000 and September 30, 2000, 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, 1999 (the documents referred to
in this Section 6.22, 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.


                                       54
<PAGE>

      (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 6.23. 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 6.24. Disclosure Documents. (a) Each document filed by any of the
Price Corporations with the SEC in connection with the meeting of the
stockholders of Price Parent described in Section 8.08 including, without
limitation, the proxy or information statement 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.

      (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 and at the Effective Time, 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 6.24 will not apply to statements or
omissions included in the Price Proxy Materials based upon information furnished
to the Price Corporations in writing by Acquiror specifically for use therein.

      (c) None of the information provided by the Price Corporations or the
Company for inclusion in the IPO Registration Statement, the Transaction
Registration Statement or the Shelf Registration Statement or any amendment or
supplement thereto, at the time such registration statement or any amendment or
supplement becomes effective and, in the case of the Transaction Registration
Statement, at the Effective Time, will 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.
<PAGE>

      SECTION 6.25. Tax Opinion. The Price Shareholder has received the opinion
described in the first sentence of Section 13.03(c) hereof, in the form attached
as Exhibit F, from Proskauer Rose LLP.

      SECTION 6.26. 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.

                                    ARTICLE 7

                   REPRESENTATIONS AND WARRANTIES OF ACQUIROR

      Acquiror and Cellco represent and warrant to each of the Price
Corporations and the Company, jointly and severally, as of the date hereof and
as of the Closing Date that:

      SECTION 7.01. Existence and Power. Each of Acquiror and Cellco 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 will not have, and would not reasonably
be expected to have, individually or in the aggregate, a material adverse effect
on the Acquiror or Cellco.

      SECTION 7.02. Authorization. The execution, delivery and performance by
Acquiror and Cellco 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 (other than the Restructuring Transactions) are within the corporate
or partnership powers of Acquiror and Cellco, and have been duly authorized by
all necessary corporate or partnership action on the part of Acquiror and Cellco
except as set forth on Schedule 7.05. This Agreement and each of the Ancillary
Agreements to which it is a party constitutes a valid and binding agreement of
Acquiror and Cellco, as applicable, 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.


                                       56
<PAGE>

      SECTION 7.03. Governmental Authorization. The execution, delivery and
performance by Acquiror and Cellco of this Agreement and each of the Ancillary
Agreements to which it is a party and the consummation by Acquiror and Cellco 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) the filing of the Certificate of Merger with respect to the Merger with the
Delaware Secretary of State and appropriate documents with the relevant
authorities of other states in which the Company or the Company Subsidiaries are
qualified to do business; (ii) compliance with the applicable requirements of
the HSR Act; (iii) the filing with the SEC of the Price Proxy Materials in
definitive form, (iv) the filing and declaration by the SEC of the effectiveness
of the IPO Registration Statement, the Transaction Registration Statement and
the Shelf Registration Statement, (v) compliance with any other applicable
securities laws, (vi) compliance with the applicable requirements of the
Communications Act, (vii) the filing of an Amended and Restated Certificate of
Incorporation by Acquiror to effect the restructuring contemplated in connection
with the Acquiror Initial Public Offering, and (viii) such actions or filings
where the failure to obtain will not, and would not reasonably be expected to,
individually or in the aggregate, prevent or delay consummation of the
transactions contemplated hereunder or thereunder in any material respect, or
otherwise prevent Acquiror or Cellco from performing its respective obligations
under this Agreement or any Ancillary Agreement to which they are parties 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 on Acquiror or
Cellco.

      SECTION 7.04. Noncontravention. The execution, delivery and performance by
Acquiror and Cellco of this Agreement or any Ancillary Agreement to which they
are parties and the consummation of the transactions contemplated hereby and
thereby do not and will not (i) assuming the completion of the transactions
referred to in Schedule 7.05, violate the certificate of incorporation or bylaws
of Acquiror or the organizational documents of Cellco, (ii) assuming compliance
with the matters referred to in Section 7.03, violate any applicable material
law, rule, regulation, judgment, injunction, order or decree binding on Acquiror
or Cellco or (iii) assuming the obtaining of all consents referred to in Section
7.05, constitute a default under or give rise to any right of termination,
cancellation or acceleration of any right or obligation of Acquiror or Cellco or
to a loss of any benefit to which Acquiror or Cellco is entitled under any
provision of any Contract binding upon Acquiror or Cellco or to which any of
their respective assets may be bound, except in the case of clauses (ii) and
(iii) above, violations or defaults that will not have, and would not reasonably
be expected to have, individually or in the aggregate, a material adverse effect
on Acquiror or Cellco.

      SECTION 7.05. Consents. Schedule 7.05 sets forth each Contract, binding
upon Acquiror or Cellco that requires a consent or other action by any Person as
a result of the


                                       57
<PAGE>

execution, delivery and performance of this Agreement and identifies the consent
or action required by such Person, except such consents or actions as will not
have, and would not reasonably be expected to have, individually or in the
aggregate, a material adverse effect on Acquiror or Cellco.

      SECTION 7.06. Litigation. There is no action, suit, investigation or
proceeding pending against, or to the knowledge of Acquiror or Cellco threatened
against or affecting, Acquiror or Cellco 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 they are parties or which would have a
material adverse effect on Acquiror or Cellco.

      SECTION 7.07. 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 Acquiror or Cellco 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.

      SECTION 7.08. Acquiror Capitalization. (a) As of the date hereof, the
authorized capital stock of the Acquiror consists of 100 shares of common stock,
$.01 par value, and there are outstanding 100 shares of common stock, $.01 par
value, all of which are held by Nynex PCS Inc. All of the shares of Acquiror
capital stock outstanding as of the date hereof are duly authorized, validly
issued and are fully paid and non-assessable. As of the date hereof, Acquiror
does not have outstanding any securities convertible into or exchangeable for
capital stock or other voting securities of the Acquiror or any options or
rights to acquire capital stock, voting securities or securities convertible
into or exchangeable for capital stock or voting securities of the Acquiror.

      (b) The shares of Acquiror Stock to be issued as part of the Merger
Consideration will be, upon issuance thereof in accordance with the terms of
this Agreement, duly authorized and validly issued and will be fully paid and
nonassessable and the issuance thereof is not subject to any preemptive or other
similar right.

      SECTION 7.09. SEC Filings. (a) As of the date hereof, other than the IPO
Registration Statement, Acquiror has not filed with the SEC any report,
statement, schedule or registration statement. As of its filing, date, the IPO
Registration Statement complied as to form in all material respects with the
applicable requirements of the 1933 Act.

      (b) As of its filing date, each report, statement, schedule and
registration statement filed by the Acquiror after the date hereof and on or
before the Closing Date,


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<PAGE>

including, without limitation, any amendments to or supplements to the IPO
Registration Statement, and the Transaction Registration Statement and any
amendments or supplements thereto (collectively, the Subsequent Acquiror SEC
Documents") will comply as to form in all material respects with the applicable
requirements of the 1933 Act and the 1934 Act, as the case may be. As of its
filing date each Subsequent Acquiror SEC Document filed pursuant to the 1934 Act
will not 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 light
of the circumstances under which they were made, not misleading. Each Subsequent
Acquiror 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 becomes effective, will not contain any
untrue statement of a material fact to be stated therein or necessary to make
the statements therein not misleading.

      (c) None of the information provided by Acquiror for inclusion in the
Price Proxy Materials or any amendment or supplement thereto, at the time the
Price Proxy Materials or any amendment or supplement thereto is first mailed to
stockholders of the Price Corporations and at the time the stockholders vote on
the transactions contemplated hereunder and at the Effective Time, will 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) The representations and warranties contained in this Section 7.09 will
not apply to statements or omissions in the IPO Registration Statement, the
Transaction Registration Statement or any amendment or supplement thereto based
upon information furnished to Acquiror by the Price Corporations or the Company
in writing specifically for use therein.

      SECTION 7.10. Merger Subsidiary. As of the Closing Date, (i) Merger
Subsidiary will be duly organized and in good standing under the laws of the
State of Delaware; (ii) all of the outstanding shares of Merger Subsidiary will
be duly authorized, validly issued, fully paid and non-assessable and will be
owned by Acquiror free and clear of any Lien; (iii) Merger Subsidiary shall not
have engaged in any business or incurred any liabilities other than in
connection with the transactions contemplated by this Agreement.

      SECTION 7.11. FCC Qualification. Cellco is and at the Closing Date 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 assets and business of the Price Corporations and their
Subsidiaries. There are no facts or proceedings known to Cellco which would
disqualify Cellco under the Communications Act or otherwise from acquiring or
operating any of the assets and business of the Price


                                       59
<PAGE>

Corporations and their Subsidiaries 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.

                                    ARTICLE 8

               COVENANTS OF THE PRICE CORPORATIONS AND THE COMPANY

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

      SECTION 8.01. Conduct of the Business. From the date hereof until the
Closing Date, the Price Corporations and the Company 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 15, the Price
Corporations (but only with respect to the Business) and the Company will,
unless (i) otherwise approved by Acquiror, or (ii) 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 Contributed
Assets except (i) pursuant to existing contracts or commitments that have been
delivered to Acquiror and (ii) in the ordinary course consistent with past
practice;


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<PAGE>

      (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;

      (g) not declare, set aside or pay any dividend or repurchase, redeem or
otherwise acquire any of its capital stock if such action would prevent the
Company from having the Minimum Cash Balance 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 or the Company (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
8.01(k) change the form of any customer activation agreement from the forms set
forth in Schedule 6.09(c); provided that, notwithstanding the foregoing, Company
and the Price Corporations may introduce and activate customers on new plans
which no more than match more favorable terms (such terms taken together, but
not individually) offered by competitors, provided that the Price Corporations
and the Company give Acquiror at least three (3) business days' prior written
notice of the implementation of such plan; and

      (l) not agree or commit to do, nor cause or permit to occur, any of the
foregoing restricted activities.


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<PAGE>

      SECTION 8.02. Maintenance of Assets and Insurance. The Price Corporations
and the Company shall use commercially reasonable efforts to comply with and
maintain the 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 Areas. The Price Corporations and the Company shall keep in full force
and effect the insurance policies maintained by the Price Corporations and/or
the Company on the Contributed Assets as of the date hereof (or replacement
policies providing substantially the same coverage) and shall notify Acquiror of
any significant changes in the terms of the insurance policies and binders
referred to in the list provided to the Acquiror pursuant to Section 6.16.

      SECTION 8.03. Compliance with Laws, Etc. The Price Corporations and the
Company shall comply in all material respects with laws, ordinances, rules,
regulations, and orders applicable to the Business or any of the Contributed
Assets.

      SECTION 8.04. Co-Operation in Conducting the Business. The Company shall
use, and the Price Corporations shall cause the Company to use, commercially
reasonable efforts to (i) cooperate with Acquiror 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
Acquiror in establishing network conversion and switching conversion
arrangements and implementing other transitional arrangements as reasonably
requested by Acquiror (including, without limitation, planning and taking
reasonable steps to convert the Business from TDMA to CDMA technology), and (iv)
to the extent requested by the Acquiror amend, renew or replace Contracts
relating to the Business such that such contracts have such terms and conditions
as may be requested by the Acquiror, subject to such amendments or renewals not
adversely affecting the Business or the Price Corporations' or the Company's
operation thereof; provided that Acquiror 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 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


                                       62
<PAGE>

Co-Operation Reimbursement, the Aggregate Transaction Consideration shall be
adjusted in an amount equal to the Federal Tax or Combined Tax payment (or
diminution of credit) or Tax Reduction.

      SECTION 8.05. Access to Information; Confidentiality. (a) Subject to the
Acquiror's and the Price Corporation's rights pursuant to Section 6.20 with
respect to environmental sampling, from the date hereof until the Closing Date,
the Price Corporations and the Company will (i) give Acquiror, 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, the Company and the
Company Subsidiaries 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 Acquiror, (ii) furnish to Acquiror, 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, the Company and the Company
Subsidiaries to cooperate with Acquiror 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, the Company and the Company Subsidiaries. No investigation by
Acquiror or other information received by Acquiror, 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 or the Company
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 Acquiror and its agents reasonable access to its books of
account, financial and other records (including, without limitation,
accountant's work papers), information, employees and auditors to the extent
necessary or useful for Acquiror in connection with any audit, investigation,
dispute or litigation or any other reasonable business purpose


                                       63
<PAGE>

relating to the Business; provided that any such access by Acquiror shall not
unreasonably interfere with the conduct of the business of the Price
Corporations. Acquiror 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 8.06. Notices of Certain Events. Each of the Price Corporations
and the Company shall promptly notify Acquiror of:

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

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

      (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, the Company or the Business that, if pending
on the date of this Agreement, would have been required to have been disclosed
pursuant to Section 6.10 or that relate to the consummation of the transactions
contemplated by this Agreement;

      (d) the damage or destruction by fire or other casualty of any Contributed
Asset or part thereof or in the event that any 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 Acquiror to consent to such notice or communication, such consent not to
be unreasonably withheld or delayed; and

      (f) becoming aware, that there has been a breach of any of the
representations and warranties made herein by the Price Corporations and the
Company.

      SECTION 8.07. 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


                                       64
<PAGE>

      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 States of Georgia, Alabama or South Carolina or,
      if the Florida Business Acquisition is consummated, the State of 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 Acquiror terminates or (ii)
      who terminates his or her employment with Acquiror without any
      solicitation of any Price Corporation or Affiliate thereof and has not
      been employed by Acquiror or any Affiliate (including, without limitation,
      the Company and the Surviving Corporation) 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 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


                                       65
<PAGE>

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 Acquiror 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 Acquiror for any such breach. Each of the Price
Corporations agrees that Acquiror 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 8.08. Stockholder Meeting; Proxy Materials. 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 hereunder. The board of directors of Price Parent
shall, subject to their fiduciary duties under applicable law as advised by
counsel, recommend approval of the transactions contemplated hereunder by Price
Parent's stockholders. In connection with such meeting Price Parent (i) 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 statement and all other Price Proxy Materials for such
meeting as may be required under applicable law, (ii) will use its best efforts
to obtain the necessary approval of the transactions contemplated hereunder by
its stockholders and (iii) will otherwise comply with all legal requirements
applicable to such meeting.

      SECTION 8.09. No Shop. (a) Except with respect to the Florida Business if
the Acquiror fails to make the Florida Election prior to January 31, 2001, and
the Price Corporations' interest in the North Carolina 15 RSA A-Side cellular
market, each of the Price Corporations and the Company 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 stock of any of the Price Corporations or the
Company, any material portion of the assets of any of the Price Corporations,
the Company 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, the Company 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


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<PAGE>

Control")), or (c) any joint venture relating to the Business or other similar
transaction involving any of the Price Corporations, the Company, their
Affiliates or the Business; or (ii) disclose any nonpublic information relating
to the Company or the Business, or afford access to the properties, books or
records of any of the Price Corporations or the Company 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, the
Company 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 Acquiror 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 Acquiror 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 of the Company
shall release any third party from, or waive any provision of, any
confidentiality or standstill agreement to which any of the Price Corporations
or the Company 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 8.09(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, the Company or the Business pursuant to a
confidentiality agreement with terms no less favorable to the Price Corporations
or the Company than those contained in the Confidentiality Agreement, (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 Acquiror its recommendation to its stockholders referred
to in Section 8.08 hereof or defer or fail to call the Price Parent stockholder
meeting in accordance with Section 8.08 hereof and/or (v) take any action
ordered to be taken by the Price Corporations or the Company 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
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


                                       67
<PAGE>

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 or the Company shall have delivered to Acquiror a
prior written notice advising Acquiror that it intends to take such action, and
the Price Corporations and the Company shall continue to advise Acquiror after
taking such action, as set forth below. In addition, the Price Corporations and
the Company shall notify Acquiror promptly (but in no event later than 24 hours)
after receipt by the Price Corporations or the Company, (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, the Company or any of their
Subsidiaries, or for access to the business, properties, assets, books or
records of the Price Corporations, the Company or any of their Subsidiaries by
any Third Party that has informed the Price Corporations or the Company that it
may be considering making, or has made, an Acquisition Proposal. The Price
Corporations and the Company 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 and the
Company shall use reasonable efforts to keep Acquiror fully informed, on a
current basis, of the status and details of any such Acquisition Proposal,
indication or request. The Price Corporations and the Company shall, and shall
cause their Affiliates, advisors, employees and other agents of the Price
Corporations, the Company 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, the Company
or any of their Subsidiaries that was furnished by or on behalf of the Price
Corporations, the Company or any of their Subsidiaries, as applicable, to return
or destroy all such information.

      SECTION 8.10. Company Debt. (a) The Company shall, and the 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
and each holder of the Senior Secured Notes as required pursuant to the terms of
the Senior Secured Notes Indenture. The Company shall 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


                                       68
<PAGE>

(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 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, the Company shall commence a tender offer and consent solicitation for all
of the outstanding Senior Subordinated Notes for such price and on such terms as
Acquiror may reasonably direct (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 the Price
Corporations.

      SECTION 8.11. Minimum Cash Balance. The Price Corporations shall ensure
that, at Closing, the Company has sufficient cash balances equal to the Minimum
Cash Balance. To the extent necessary to satisfy their obligation under this
Section 8.11, the Price Corporations shall contribute additional equity capital
to the Company. Except as set forth in this Section 8.11, from the date hereof
to the Closing, the Price Corporations shall not contribute any equity capital
to the Company or any Company Subsidiary.

      SECTION 8.12. Environmental Matters. (a) Prior to Closing, the Price
Corporations shall make 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 Contributed Asset.

      (b) Prior to Closing, the Price Corporations shall correct any non-
compliance with any Environmental Law and remedy any contamination listed by the
Acquiror on Schedule 8.12(b).

      (c) Prior to Closing, the Price Corporations shall use all commercially
reasonable efforts (not including the payment of money unless reimbursed by
Acquiror) to cause any and all consultants who prepared reports disclosed in
Schedule 6.19 to permit Acquiror to rely on each report prepared by such
consultant.

      SECTION 8.13. Contour Extension Agreements. Within 30 days after the date
hereof, the Price Corporations and the Company shall deliver to Acquiror all
contour extension agreements relating to the Business in effect as of the date
hereof and will deliver promptly to Acquiror any contour extension agreement
relating to the Business entered into by the Price Corporations, the Company or
a Company Subsidiary after the date hereof.


                                       69
<PAGE>

      SECTION 8.14. Intercompany Obligations and Cross Ownership Interest. Not
later than immediately prior to the Closing, the Company will, and the Price
Corporations will cause the Company to, take all actions necessary to retire and
redeem (i) all obligations and liabilities that any of the Company or the
Company Subsidiaries owed to the Company or any other Company Subsidiary, (ii)
all ownership interests of the Company that are owned by any Company Subsidiary
and (iii) all ownership interests of any Company Subsidiary (the "First
Subsidiary") that are owned by any other Company Subsidiary (the "Second
Subsidiary") if any ownership interest is owned (directly or indirectly through
another Company Subsidiary) by the First Subsidiary.

                                    ARTICLE 9

                              COVENANTS OF ACQUIROR

      Acquiror agrees that:

      SECTION 9.01. Confidentiality. Prior to the Closing Date and after any
termination of this Agreement, Acquiror and its 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 or the Company furnished to Acquiror or its
Affiliates in connection with the transactions contemplated by this Agreement,
except to the extent that such information can be shown to have been (i)
previously known on a nonconfidential basis by Acquiror, (ii) in the public
domain through no fault of Acquiror or (iii) later lawfully acquired by Acquiror
from sources other than the Price Corporations; provided that Acquiror may
disclose such information to its officers, directors, employees, accountants,
counsel, consultants, advisors and agents in connection with the transactions
contemplated by this Agreement so long as such Persons are informed by Acquiror
of the confidential nature of such information and are directed by Acquiror to
treat such information confidentially. If this Agreement is terminated, Acquiror
and its 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
Acquiror or its Affiliates or on their behalf from the Price Corporations or the
Company in connection with this Agreement that are subject to such confidence.


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<PAGE>

      SECTION 9.02. Access. On and after the Closing Date, Acquiror will afford
promptly to the Price Corporations and their agents reasonable access to their
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 any
such access by the Price Corporations shall not unreasonably interfere with the
conduct of the business of Acquiror. 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 disclose by judicial or administrative process or by other
requirements of law, all confidential documents and information concerning
Acquiror or the Business provided to them pursuant to this Section.

      SECTION 9.03. Obligations of Merger Subsidiary. Acquiror will take all
action necessary to cause Merger Subsidiary to perform its obligations under
this Agreement and to consummate the Merger on the terms and conditions set
forth in this Agreement.

      SECTION 9.04. Director and Officer Liability. Acquiror shall cause the
Surviving Corporation, and the Surviving Corporation hereby agrees, to do the
following:

      (a) For six years after the Closing Date, the Surviving Corporation shall
indemnify and hold harmless the present and former officers and directors of the
Company and the Company Subsidiaries (each an "Indemnified Director/Officer") in
respect of acts or omissions occurring at or prior to the Closing to the fullest
extent permitted by Delaware Law or any other applicable laws or provided under
the Company's certificate of incorporation and bylaws in effect on the date
hereof, provided that such indemnification shall be subject to any limitation
imposed from time to time under applicable law.

      (b) If Acquiror, the Surviving Corporation or any of its successors or
assigns (i) consolidates with or merges into any other Person and shall not be
the continuing or surviving corporation or entity of such consolidation or
merger, or (ii) transfers or conveys all or substantially all of its properties
and assets to any Person, then, and in each such case, to the extent necessary,
proper provision shall be made so that the successors and assigns of Acquiror or
the Surviving Corporation, as the case may be, shall assume the obligations set
forth in this Section 9.04.

      (c) The rights of each Indemnified Director/Officer under this Section
9.04 shall be in addition to any rights such Person may have under the
certificate of incorporation or bylaws of the Company or any of its
Subsidiaries, or under Delaware Law or any other applicable laws or under any
agreement of any Indemnified Director/Officer with the


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<PAGE>

Company or any of its Subsidiaries. These rights shall survive consummation of
the Merger and are intended to benefit, and shall be enforceable by, each
Indemnified Person.

      SECTION 9.05. Transaction Registration Statement. (a) Acquiror shall
prepare and file with the SEC under the 1933 Act the Transaction Registration
Statement and shall use its best efforts to cause the Transaction Registration
Statement to be declared effective by the SEC as promptly as practicable after
the Initial Public Offering is consummated. Acquiror shall promptly take any
action required to be taken under foreign or state securities or Blue Sky laws
in connection with the issuance of Acquiror Stock in the Merger.

      (b) Subject to consummation of the Acquiror Initial Public Offering,
Acquiror shall cause to be included in the Transaction Registration Statement a
shelf registration under Rule 415 under the 1933 Act with respect to the sale by
the Price Corporations of the Merger Consideration and shall use its best
efforts to cause it to be declared effective by the SEC on or before the date
which is 9 months after the Closing Date, and to keep such shelf registration
effective until the date which is one year after the Closing Date.

      (c) Acquiror shall provide to the Price Corporations, promptly after
filing with the SEC, a copy of each Subsequent Acquiror SEC Document.

      SECTION 9.06. Stock Exchange Listing. Acquiror shall use its best efforts
to cause the shares of Acquiror Stock to be issued in connection with the Merger
to be listed on each stock exchange or quoted in each automated quotation system
in which other shares of Acquiror Stock are listed or quoted as of the Closing
Date, subject to official notice of issuance.

      SECTION 9.07. IPO. Subject to market conditions, Acquiror will use all
reasonable efforts to consummate an initial public offering of Acquiror Stock on
or before September 30, 2001. Notwithstanding the foregoing and anything to the
contrary set forth in this Agreement, Acquiror shall not have any obligation to
complete such an initial public offering if, in the judgment of Acquiror or any
partner of Cellco, market or other factors preclude such an offering or the
restructuring contemplated in connection with such an offering on terms
acceptable to Acquiror and each partner of Cellco.

      SECTION 9.08. Exchange Act Reporting. Acquiror, for a period of one year
from the Closing Date, shall file timely or caused to be filed timely all
reports required under Section 13 or 15(d) of the Securities Exchange Act of
1934, as amended, required to permit the Price Corporations and any Affiliate of
the Price Corporations immediately before the Closing Date to sell the Merger
Consideration pursuant to Rule 145(d) under the 1933 Act or pursuant to the
Shelf Registration Statement.


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<PAGE>

                                   ARTICLE 10

                COVENANTS OF ACQUIROR AND THE PRICE CORPORATIONS

      Acquiror and each of the Price Corporations agrees that:

      SECTION 10.01. Best Efforts; Further Assurances. (a) Subject to the terms
and conditions of this Agreement including, without limitation, Section 9.07,
Acquiror 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 to
consummate the transactions contemplated by this Agreement. In furtherance and
not in limitation of the foregoing, each of Acquiror 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. Acquiror
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 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 and
to vest in Acquiror good and marketable title to the Contributed Assets.

      (b) Subject to the Price Corporations rights under Article 14, each Price
Corporation hereby constitutes and appoints, effective as of the Closing Date,
Acquiror and its successors and assigns as the true and lawful attorney of such
Price Corporation with full power of substitution in the name of Acquiror, or in
the name of such Price Corporation but for the benefit of Acquiror, (i) to
collect for the account of Acquiror any items of Contributed Assets and (ii) to
institute and prosecute all proceedings which Acquiror may in its sole
discretion deem proper in order to assert or enforce any right, title or
interest in, to or under the Contributed Assets, and to defend or compromise any
and all actions, suits or proceedings in respect of the Contributed Assets.
Acquiror 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 10.02. Certain Filings. The Price Corporations and Acquiror shall
cooperate with each other (i) in connection with the preparation of the Price
Proxy Materials, any amendment or supplement to the IPO Registration Statement
to be filed


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<PAGE>

after the date hereof and the Transaction Registration Statement, (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 or the Transaction Registration Statement and seeking timely to obtain
any such actions, consents, approvals or waivers.

      SECTION 10.03. 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, 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 10.04. Trademarks; Tradenames. (a) Except as set forth in the
other subsections of this Section 10.04, after the Closing, Acquiror and its
Affiliates shall not use any of the marks or names set forth on Schedule 10.04
(collectively or individually as the context requires, the "Price Trademarks and
Tradenames").

      (b) After the Closing, Acquiror 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.
Acquiror shall have the right to use the Price Trademarks and Tradenames in
advertising that cannot be changed by Acquiror using reasonable efforts for a
period not to exceed one year after the Closing Date. Acquiror shall comply with
all applicable laws or regulations in any use of packaging or labeling
containing the Price Trademarks and Tradenames.

      (c) Acquiror 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 10.04(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 10.04.

      (d) Subject to Sections 10.04(b) and 10.04(c), Acquiror agrees 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.


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<PAGE>

      SECTION 10.05. WARN Act. The parties agree to cooperate in good faith to
determine whether any notification may be required under the Worker Adjustment
and Retraining Notification Act (the "WARN Act") as a result of the transactions
contemplated by this Agreement. Acquiror 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 Acquiror has given
sufficient notice to enable the Price Corporations to provide such timely
notification. If Acquiror fails to provide sufficient notice, Acquiror shall be
liable for any additional expenditure resulting from the failure to provide
notification required under the WARN Act with respect to any employees who are
not Transferred Employees.

      SECTION 10.06. H.O. Systems Agreement. (a) Prior to Closing, the Company
will 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 second
anniversary of the Closing (the "H.O. Agreement Termination Date") without any
liability or continuing obligation of any nature on the part of the Company,
Cellco (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 and the Company agree that all costs
and expenses incurred by the Company and its Affiliates in connection with such
amendments and modifications (other than any H.O. Cancellation Fee payable after
the Closing Date) will be borne by the Price Corporations, or if borne by the
Company, will be paid in full by the Company prior to the Closing.

      (b) If the H.O. Agreement is amended as contemplated by Section 10.06(a),
Acquiror agrees that it will cause the H.O. Agreement to be terminated as of or
prior to the H.O. Agreement Termination Date. The Acquiror acknowledges that the
adjustment to the Aggregate Transaction Consideration in Section 5.02(g) is
being made in reliance on this representation.

      (c) If at any time after the Closing Date, the Company pays an H.O.
Cancellation Fee and, as a result thereof the Company realizes, at any time
within 5 years after such payment, a Tax Reduction, Acquiror will compensate the
Price Corporations for such Tax Reduction by making a payment in accordance with
Section 11.06(g).


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<PAGE>

      SECTION 10.07. Transition Services Agreement. Unless the Florida Business
Acquisition is consummated, for a period of up to 12 months following the
Closing, Cellco shall provide to the Price Corporations such transitional
services as the Price Corporations may reasonably request in order to permit the
Price Corporations sufficient time to establish other means of providing to the
Florida Business the administrative, technical and other services performed by
the Company on behalf of the Florida Business prior to the Closing using
Contributed Assets. The terms and conditions of such transitional services and
arrangements will be set forth in a mutually agreed transition services
agreement (the "Transition Services Agreement") to be negotiated prior to
Closing, consistent with the foregoing provisions of this Section 10.07.

      SECTION 10.08. GiantBear Agreement. (a) Prior to January 31, 2001, the
Price Corporations and the Company shall use their commercially reasonable
efforts to negotiate either (i) a termination of the GiantBear Agreement
effective as of the Closing Date or (ii) such amendments to the GiantBear
Agreement as may be necessary in order for the execution, delivery and
performance by each of the Price Corporations and the Company of this Agreement
and the consummation of the transactions contemplated hereby to not constitute a
breach of or a default under the GiantBear Agreement.

      (b) On or before January 31, 2001, the Price Corporations and the Company
shall provide evidence reasonably satisfactory to the Acquiror that the
GiantBear Agreement has been terminated or amended in a manner contemplated by
Section 10.08(a), or they shall notify the Acquiror in writing forthwith of such
failure to terminate or amend the GiantBear Agreement. Following receipt of such
notice, the Acquiror may terminate this Agreement by giving written notice of
such termination to the Price Corporations at any time within 30 days of the
receipt of such notice from the Price Corporations and the Company (the
"GiantBear Election Date"). If, and to the extent that, the Acquiror elects not
to terminate this Agreement pursuant to this Section 10.08(b) and the Closing
shall thereafter occur, the Acquiror shall no longer have any right to indemnity
under Article 14 hereof for any Damages incurred or suffered by the Acquiror,
Cellco or any of their Affiliates as a result of the GiantBear Agreement.

      SECTION 10.09. BCG Agreement. In order to facilitate the efforts of the
Price Corporations and the Company to terminate the BCG Agreement prior to the
Closing as contemplated in Section 13.02(k), Acquiror 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 Acquiror and Boston Communications Group on the terms currently
applicable under such contract.


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<PAGE>

      SECTION 10.10. FCC Application. (a) As promptly as practicable after the
execution and delivery of this Agreement, Acquiror, Cellco, Merger Sub and the
Company shall prepare all appropriate applications for FCC consent, and such
other documents as may be required, with respect to the transfer of control of
the Company to Acquiror (collectively, the "FCC Application"). Not later than
the fifth (5th) business day following execution and delivery of this Agreement,
Acquiror, Cellco and Merger Sub shall deliver to the Company their respective
completed portions of the FCC Application. Not later than the tenth (10th)
business day following the execution and delivery of this Agreement, the Company
shall file, or cause to be filed, the FCC Application. Acquiror, Cellco, Merger
Sub and the Company shall prosecute the FCC Application in good faith and with
due diligence in order to obtain 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 be to cause the FCC not to grant approval of the FCC Application or
delay either such approval or the consummation of the transfer of control of the
Company pursuant to this Agreement.

      (b) Acquiror and the Price Corporations shall each pay one-half (1/2) of
any FCC fees that may be payable in connection with the filing or granting of
approval of the FCC Application. Acquiror and the Price Corporations shall each
oppose any objection or petition against the FCC Application, and shall oppose
any request for reconsideration or judicial review of the granting of approval
of the FCC Application.

                                   ARTICLE 11

                                   TAX MATTERS

      SECTION 11.01. Tax Definitions. The following terms, as used herein, have
the following meanings:

      "Acquiror Indemnitee" means Acquiror, Cellco, any partner of Cellco, any
of their Affiliates and, effective upon the Closing, the Company and the Company
Subsidiaries.

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

      "Combined Tax" means any income or franchise Tax payable to any state,
local or foreign taxing jurisdiction in which the Company or any Company
Subsidiary has filed or will file a Return with a member of the Price
Corporation Group on an affiliated, consolidated, combined or unitary basis with
respect to such Tax.


                                       77
<PAGE>

      "Federal Tax" means any Tax with respect to which the Company or any
Company Subsidiary has filed or will file a Return with a member of the Price
Corporation Group on a consolidated basis pursuant to Section 1501 of the Code.

      "Final Determination" shall mean (i) any final determination of liability
in respect of a Tax that, under applicable law, is not subject to further
appeal, review or modification through proceedings or otherwise (including
becoming final because of the expiration of a statute of limitations or a period
for the filing of claims for refunds, amended returns or appeals from adverse
determinations), including a "determination" as defined in Section 1313(a) of
the Code or execution of an Internal Revenue Service Form 870AD or (ii) the
payment of Tax by a Acquiror Indemnitee who is responsible for payment of such
Tax under applicable law, with respect to any item disallowed or adjusted by a
Taxing Authority, provided that such responsible party determines that no action
should be taken to recoup such payment and the indemnifying party agrees.

      "Post-Closing Tax Period" means any Tax period beginning after the Closing
Date; and, with respect to a Tax period that begins on or before the Closing
Date and ends thereafter, the portion of such Tax period beginning after the
Closing Date.

      "Pre-Closing Tax Period" means any Tax period ending on or before the
Closing Date; and, with respect to a Tax period that begins on or before the
Closing Date and ends thereafter, the portion of such Tax period ending on the
Closing Date.

      "Price Corporation Group" means, with respect to Federal Taxes, the
affiliated group of corporations (as defined in Section 1504(a) of the Code) of
which any of the Price Corporations is a member, and with respect to Taxes other
than Federal Taxes, any affiliated, consolidated, combined or unitary group of
which any of the Price Corporations or any of their Affiliates is a member.

      "Tax" means (i) any tax, governmental fee or other like assessment or
charge of any kind whatsoever (including, but not limited to, 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), and any liability for any of the foregoing as transferee, (ii) in the
case of the Company or any Company Subsidiary, liability for the payment of any
amount of the type described in clause (i) as a result of being or having been
on or before the Closing Date a member of an affiliated, consolidated, combined
or unitary group, or a party to any agreement or arrangement entered into before
the Closing, as a result of which liability of the Company or any Company
Subsidiary to a Taxing Authority is determined or taken into account with
reference to the activities of any other Person, and (iii) liability of the
Company or any Company Subsidiary for the payment of


                                       78
<PAGE>

any amount as a result of being party to any Tax Sharing Agreement entered into
before the Closing or with respect to the payment of any amount imposed on any
person of the type described in (i) or (ii) as a result of any existing express
or implied agreement or arrangement (including, but not limited to, an
indemnification agreement or arrangement) entered into before the Closing.

      "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 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 Sharing Agreements" means all existing agreements or arrangements
(whether or not written) binding the Company or any Company Subsidiary that
provide for the allocation, apportionment, sharing or assignment of any Tax
liability or benefit, or the transfer or assignment of income, revenues,
receipts, or gains for the purpose of determining any person's Tax liability
excluding any indemnification agreement or arrangement pertaining to the sale or
lease of assets or subsidiaries).

      SECTION 11.02. Tax Representations. Each of the Price Corporations
represent and warrant to Acquiror as of the date hereof and as of the Closing
Date that:

      (a) Filing and Payment. Except as set forth on Schedule 11.02(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 Company or any
Company Subsidiary (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) each of the Company and the
Company Subsidiaries has withheld and paid all material Taxes required to have
been withheld and


                                       79
<PAGE>

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 11.02(b), (i) the
charges, accruals and reserves for Taxes with respect to the Company and the
Company Subsidiaries reflected on the books of the Company and the Company
Subsidiaries (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 and the
Company Subsidiaries ordinarily record items on their respective books; (ii)
since the end of the last period for which the Company and the Company
Subsidiaries ordinarily record items on their respective books, neither the
Company nor any of the Company Subsidiaries has engaged in any transaction, or
taken any other action, other than in the ordinary course of business; and (iii)
all information set forth in the 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 11.02(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 Company and the Company Subsidiaries are open;
(ii) neither the Company nor any Company Subsidiary is delinquent in the payment
of any material Tax or has requested any extension of time within which to file
any Return and has not yet filed such Return; (iii) neither the Company nor any
Company Subsidiary (or any member of any affiliated, consolidated, combined or
unitary group of which the Company or any Company Subsidiary is or has been a
member) has 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 the Company, any Company Subsidiary or any member of the Price
Corporation Group in respect of any Tax or Tax Asset; (v) no adjustment that
would increase the Tax liability, or reduce any Tax Asset, of the Company or any
Company Subsidiary 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 the Company or
any Company Subsidiary and any Taxing Authority; (vii) none of the Company, any
Company Subsidiary and any member of the Price Corporation Group have 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 the Company, any Company
Subsidiary, or any member of the Price


                                       80
<PAGE>

Corporation Group, other than a transaction in the ordinary course of business;
and (vii) during the three-year period ending on the date hereof, neither any
Price Corporation nor the Company, any Company Subsidiary or any Affiliate 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 the Company or any
Company Subsidiary with respect to a Post-Closing Tax Period.

      (d) Taxing Jurisdictions. Schedule 11.02(d) contains a list of all
jurisdictions (whether foreign or domestic) in which the Company or any Company
Subsidiary files Tax Returns.

      (e) Tax Sharing, Consolidation and Similar Arrangements. Except as set
forth on Schedule 11.02(e), (i) neither the Company nor any Company Subsidiary
has been a member of an affiliated, consolidated, combined or unitary group
other than one of which Price Parent was the common parent; (ii) neither the
Company nor any Company Subsidiary is party to any Tax Sharing Agreement or to
any other agreement or arrangement referred to in clause (ii) or (iii) of the
definition of "Tax"; (iii) no material amount of the type described in clause
(ii) or (iii) of the definition of "Tax" is currently due and payable by either
the Company or any Company Subsidiary, regardless of whether such Tax is imposed
on the Company or any Company Subsidiary; and (iv) neither the Company nor any
Company Subsidiary has entered into any agreement or arrangement with any Taxing
Authority with regard to the Tax liability of the Company or any Company
Subsidiary 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
11.02(f), (i) none of the Price Corporations, the Company, any Company
Subsidiary or 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 the Company, any Company Subsidiary or any member of the Price
Corporation Group 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) none of the Company, any Company Subsidiary and any
member of the Price Corporation Group 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


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any waiver, mitigation or extension thereof); and (iii) during the three-year
period ending on the date hereof, none of the Company, any Company Subsidiary
and any member of the Price Corporation Group 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 11.02(g), (i)
neither the Company nor any Company Subsidiary will 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) neither the Company nor any Company Subsidiary will be
required to include for a Post- Closing Tax Period taxable income attributable
to income economically realized 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 and any income that would be includible in a
Post-Closing Tax Period as a result of the installment method or the look-back
method (as defined in Section 460(b) of the Code).

      (h) Property and Leases. Except as set forth on Schedule 11.02(h), (i) to
the knowledge of the Price Corporations, neither the Company nor any Company
Subsidiary owns an interest in real 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 or any
Company Subsidiary 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 or any Company Subsidiary
is party are treated by the Company or such Company Subsidiary, for federal
income tax purposes, as "true" leases under which the Company or a Company
Subsidiary owns or uses the property subject to the leases; (iv) none of the
Company, any of the Company Subsidiaries and any of their 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 or any Company Subsidiary is "tax-exempt use
property" within the meaning of Section 168(h) of the Code.

      (i) Certain Elections. Except as set forth on Schedule 11.02(i), (i) no
election has been made under Treasury Regulations Section 1.7701-3 or any
similar provision of Tax law to treat the Company or any Company Subsidiary as
an association, corporation or partnership; (ii) neither the Company nor any
Company Subsidiary is disregarded as an entity for Tax purposes; and (iii) none
of the Price Corporations, the Company, any Company Subsidiary, and any other
person on behalf of the Company or any Company Subsidiary, has entered into any
agreement or consent pursuant to Section 341(f) of the Code.


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      SECTION 11.03. Covenants. (a) Without the prior written consent of
Acquiror, which shall not be unreasonably withheld, none of the Price
Corporations, the Company, any Company Subsidiary and any Affiliate of any Price
Corporation shall, to the extent it may affect or relate to the Company or any
Company Subsidiary, 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
11.03(a) could have the effect of increasing the Tax liability or reducing any
Tax Asset of the Company, any Company Subsidiary, or any other Acquiror
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 the Company, any Company Subsidiary
or any other Acquiror Indemnitee, (A) Acquiror's consent shall be deemed to have
been reasonably withheld unless the Price Corporations pay Company, the Company
Subsidiary, or such other Acquiror 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 Acquiror Indemnitee,
Acquiror shall not withhold its consent.

      (b) Subject to Section 11.03(e), all Returns required to be filed by the
Company, any Company Subsidiary or the Price Corporations on or after the
Closing Date in respect of a Pre-Closing Tax Period (other than Returns in
respect of a taxable year ending after the Closing Date ("Straddle Period
Returns")) (i) will be prepared and filed by the Price Corporations 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 Acquiror at least 45 days before the due date for filing such Returns, and
Acquiror shall have the right to review and consent to all such Returns, which
consent shall not be unreasonably withheld. All Straddle Period Returns will be
prepared and filed by Acquiror when due in accordance with all applicable laws.
All Straddle Period Returns shall be furnished to the Price Corporations at
least 45 days before the due date for filing such Returns, and the Price
Corporations shall have the right to review and consent to the filing of
Straddle Period Tax Returns, which consent shall not be unreasonably withheld.
Any dispute between the Price Corporations and Acquiror with respect to Returns
shall be resolved pursuant to Section 11.09.

      (c) Price Parent shall (i) include the income of the Company and the
Company Subsidiaries in its consolidated Federal Tax return and in any Combined
Tax Return


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(including any deferred income triggered into income by Treasury Regulation
sections 1.1502-13 and 1.1502-14 and any excess loss accounts taken into income
under Treasury Regulation section 1.1502-19) for all periods through the close
of business on the Closing Date (including, without limitation, income resulting
from the Contemplated Transactions) and (ii) pay all income Taxes attributable
to such income. Except as required by law or as consistent with past practices,
Price Parent will take no position on such returns that relate to the Company
and the Company Subsidiaries that would adversely affect the Company and the
Company Subsidiaries after the Closing Date; provided that for purposes of this
sentence, the Company and the Company Subsidiaries shall not be deemed to be
adversely affected if such position (i) does not bind the Company or any Company
Subsidiary, (ii) does not require any Acquiror Indemnitee to concede or accept,
or preclude any Acquiror 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 (other than the reduction of net operating losses of the
Company carried forward from the Pre-Closing Tax Period) of any Acquiror
Indemnitee with respect to any Post-Closing Tax Period. The income of the
Company and the Company Subsidiaries will be apportioned to the period up to and
including the Closing Date and the period after the Closing Date by closing the
books of the Company and the Company Subsidiaries as of the end of the Closing
Date.

      (d) The Price Corporations will allow Acquiror, the Company 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 or any Company Subsidiary. No
Price Corporation will settle any such audit in a manner which would adversely
affect any Acquiror Indemnitee; provided, however, that a settlement shall not
be deemed to have an adverse effect on any Acquiror Indemnitee if the settlement
agreement (i) merely requires the Company or any Company Subsidiary to make a
payment in respect of a Pre-Closing Tax Period, which payment shall be made by
Price Corporation immediately upon the settlement, (ii) does not require any
Acquiror Indemnitee to concede or accept, or preclude any Acquiror 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 Acquiror Indemnitee with respect to a
Post-Closing Tax Period (unless the Price Corporations pay such Acquiror
Indemnitee the cost of any increase in Tax liability or reduction in such Tax
Asset); and provided, further, that Acquiror shall have the option, exercisable
in its sole discretion, to require the Price Corporations to (x) pay Acquiror
the amount the Price Corporations would have paid to the relevant Taxing
Authority in respect of the settlement and (y) allow Acquiror 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 pursuant to
Section 11.06 related to the settlement.


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      (e) All transfer, documentary, sales, use, stamp, registration, value
added and other such Taxes and fees (including any penalties and interest)
incurred in connection with the Restructuring Transactions and the transactions
described in Article 3 (including any real property transfer tax and any similar
Tax) shall be paid by the Price Corporations when due, and the Price
Corporations will, at their own expense, file all necessary Tax returns and
other documentation with respect to all such Taxes and fees, and, if required by
applicable law, Acquiror will, and will cause its Affiliates to, join in the
execution of any such Tax returns and other documentation. All transfer,
documentary, sales, use, stamp, registration, value added and other such Taxes
and fees (including any penalties and interest) incurred in connection with the
Merger (including any real property transfer tax and any similar Tax) ("Merger
Taxes") shall be paid by the Price Corporations when due. The Price Corporations
will file all necessary Returns and other documentation with respect to all such
Merger Taxes and fees, and Acquiror shall (i) have the right to review and
approve (which approval shall not be unreasonably withheld) the Returns related
to the Merger Taxes, (ii) reimburse the Price Corporations for one-half of the
amounts payable with respect to the Merger Taxes in the form of an adjustment to
the Aggregate Transaction Consideration, and (iii) if required by applicable
law, Acquiror will, and will cause its Affiliates to, join in the execution of
any Returns and other documentation related to the Merger Taxes.

      (f) Any and all existing Tax Sharing Agreements shall be terminated as of
the date hereof. After the date hereof, neither the Company nor any Company
Subsidiary shall have any further rights or liabilities thereunder. This
Agreement shall be the sole Tax sharing agreement relating to the Company or any
Company Subsidiary. The Price Corporations shall compensate Acquiror for and
hold the Company and any Company Subsidiary harmless against any liability
imposed on the Company, any Company Subsidiary or any other Acquiror Indemnitee
after the Closing with respect to any such Tax Sharing Agreement or the
termination thereof.

      (g) The parties hereto shall, and shall cause their Affiliates to, each
treat on all Tax Returns the Merger as a 368 Reorganization and a 351 Transfer
and the Asset Contribution as a 721 Contribution, and not take any position in
any Tax Return inconsistent therewith unless compelled to do so pursuant to a
Final Determination.

      SECTION 11.04. Cooperation on Tax Matters. (a) Acquiror and the Price
Corporations shall cooperate fully, as and to the extent reasonably requested by
the other party, in connection with the preparation and filing (including the
execution of any return or refund claim filed pursuant to Article 11) of any Tax
return, statement, report or form, and any audit, litigation or other proceeding
with respect to Taxes. Such cooperation shall include the retention and (upon
the other party's request) the provision of records and


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<PAGE>

information which are reasonably relevant to any such audit, litigation or other
proceeding and making employees available on a mutually convenient basis to
provide additional information and explanation of any material provided
hereunder. Acquiror and the Price Corporations agree (i) to retain all books and
records with respect to Tax matters pertinent to the Company and the Company
Subsidiaries relating to any Pre-Closing Tax Period, and to abide by all record
retention agreements entered into with any Taxing Authority, and (ii) to give
the other party written notice at least 90 days prior to destroying or
discarding any such books and records and, if the other party so requests,
Acquiror or the Price Corporations, as the case may be, shall allow the other
party to take possession of such books and records; provided that after the
applicable statute of limitations with respect to which the Tax items contained
in such books and records has expired (giving effect to any waiver, mitigation
or extension thereof), clause (ii) shall not apply to any books and records
which also pertain to Persons other than the Company and the Company
Subsidiaries.

      (b) Acquiror and the Price Corporations further agree, upon request, to
use all reasonable efforts to obtain any certificate or other document from any
governmental authority or customer of the Company or any Company Subsidiary or
any other person as may be necessary to mitigate, reduce or eliminate any Tax
that could be imposed (including but not limited to with respect to the
transactions contemplated hereby).

      SECTION 11.05. No Carrybacks. (a) Acquiror and the Company shall elect not
to carryback any Tax Asset of the Company or any Company Subsidiary arising in a
Post-Closing Tax Period, unless required to do so by applicable law or as a
result of a Final Determination. In the event there is such a carryback of any
Tax Asset pursuant to the preceding sentence, the Price Corporations agree to
pay to Acquiror the amount of the Tax Reduction received by the Company, any
Company Subsidiary, the Price Corporations or any of their Affiliates from the
use in any Pre- Closing Tax Period of such carryback. Payment of the amount of
such Tax Reduction shall be made within 90 days of the filing of the applicable
Tax return or any adjustment for the Tax year in which the Tax Asset is carried
back.

      (b) The Price Corporations agree to file Tax Returns (including amended
Returns and claims for Tax refunds) reflecting the benefits to which they are
entitled from the carrybacks described in this Section 11.05; provided, however,
that the Price Corporations are not required to reflect such benefits in their
Tax Returns, if they determine in good faith that such benefits are likely not
to be upheld.

      SECTION 11.06. Tax Indemnification. (a) Subject to Section 11.03(e) and
Section 11.06(g), the Price Corporations hereby indemnify each Acquiror
Indemnitee against and agree to hold each Acquiror Indemnitee harmless from any
(v) Tax of the


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Company or any Company Subsidiary described in clause (i) of the definition of
Tax related to a Pre-Closing Tax Period (except for any Tax liability arising
from any transactions (other than the Contemplated Transactions) undertaken by
the Company or any Company Subsidiaries after the Closing that are not in the
ordinary course of business), (w) Tax described in clause (ii) or (iii) of the
definition of Tax, (x) Tax of the Company or any Company Subsidiary resulting
from the Contemplated Transactions, including, without limitation, any Tax
liability resulting from the excess (if any) of the aggregate amount of the
Assumed Liabilities (other than the Company Debt) as of the Closing over the
aggregate amount of the Tax basis as of the Closing in the Contributed Assets,
(y) Tax of the Company or any Company Subsidiary resulting from a breach of the
provisions of Section 11.02, Section 11.03 or Section 8.14, and (z) liabilities,
costs, expenses (including, without limitation, reasonable attorneys' fees and
expenses), losses, damages, assessments, settlements or judgments arising out of
or incident to the imposition, assessment or assertion of any Tax described in
(v), (w), (x) or (y), (the sum of (v), (w), (x), (y), and (z) being referred to
herein as a "Tax Loss"); provided that in the case of a Tax Loss attributable to
a Tax other than a Federal Tax or a Combined Tax, the Price Corporations shall
have no liability for the payment of such Tax Loss if and to the extent that
such Tax Loss is reflected as a current Tax liability on the Final Closing
Balance Sheet and such Tax Loss is specifically set forth on Schedule 11.06(a),
to be delivered by the Price Corporations with the Estimated Closing Balance
Sheet prior to the Closing and to be updated at the time the Final Closing
Balance Sheet is delivered to Acquiror; and provided, further, that with respect
to indemnification by the Price Corporations for any misrepresentation or breach
of warranty set forth in Section 11.02 where, and only to the extent that, such
breach creates a liability for Tax 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 hereunder) (a "Tax Warranty Breach"), the Price Corporations liability
shall be determined in accordance with Section 14.02(a). Notwithstanding
anything to the contrary in this Agreement, the Price Corporations shall (1) not
be liable for any Tax imposed on the Company resulting from the application of
Section 707 of the Code and the Treasury Regulations thereunder if and to the
extent that such Tax would not be imposed but for any receipt of cash or other
property by the Company from Cellco (other than with respect to any
distributions or transactions that are described in the final Registration
Statement filed on Form S-1 as declared effective by the SEC and the exhibits
attached thereto and any distributions and corresponding allocations in respect
of any gain recognized by the Company under Section 704(c) of the Code resulting
from the sale of any Contributed Assets), (2) be liable for all other Taxes
resulting from the application of Section 707 of the Code and the Treasury
Regulation thereunder relating to the Asset Contribution and the assumption by
Cellco of the Assumed Liabilities and (3) be liable for all other Taxes
(including any Tax imposed in a Post-Closing Tax Period), resulting from the
aggregate amount of the liabilities assumed by Cellco in connection with the
Asset Contribution (which, consistent with Section


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3.03(d), shall not include the Company Debt), being in excess of the Tax basis
of the Contributed Assets. Acquiror shall indemnify the Price Corporations for
any Tax described in clause (1) of the immediately preceding sentence. If there
is an increase in the distributions to Target from those which are described in
the IPO Registration Statement and Proskauer Rose LLP reasonably determines that
there is a substantial risk that such increase will result in a Tax liability by
virtue of the application of Section 707 of the Code and the Treasury
Regulations thereunder, then the Price Corporations shall have the right to
terminate this Agreement, unless Acquiror indemnifies the Price Corporations for
such Tax.

      (b) For purposes of this Section, in the case of any 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 related to the
portion of such Tax period ending on and including the Closing Date shall (x) in
the case of any Taxes other than gross receipts, sales or use Taxes and Taxes
based upon or related to income, be deemed to be the amount of such Tax for the
entire Tax period (which period, with respect to personal property, ad valorem
and real property Taxes, 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, (y) in
the case of any Tax based upon or related to income and any gross receipts,
sales or use Tax, be deemed equal to the amount which would be payable if the
relevant Tax period ended on and included the Closing Date and (z) in the case
of any Tax attributable to taxable income of an entity which (i) was owned by
the Company or any Company Subsidiary prior to Closing and (ii) is treated as a
partnership for Tax purposes, be deemed to equal the amount which would be
payable if the relevant Tax period of such entity ended on and included the
Closing Date. All determinations necessary to give effect to the allocation set
forth in the foregoing clause (y) shall be made in a manner consistent with
prior practice of the Company and the Company Subsidiaries. For the avoidance of
doubt and consistent with the provisions of Section 11.06(a)(v) above, in the
case of any Tax described in subparagraph (y) of this Section 11.06(b), the
portion of such Tax related to the portion of the Tax period ending on and
including the Closing Date shall not include any Tax arising from any
transaction (other than the Contemplated Transactions) undertaken by the Company
or any Company Subsidiary at the direction of the officers of the Company
appointed by Acquiror after the Closing that is not in the ordinary course of
business.

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


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<PAGE>

Notwithstanding the foregoing, if Acquiror 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 Acquiror Indemnitee, within that
30-day period such Price Corporation shall discharge any obligation to indemnify
the Acquiror Indemnitee against such Tax Loss by making payments to the relevant
Taxing Authority or Acquiror, as directed by Acquiror, in an aggregate amount
equal to the amount of such Tax Loss. The payment by a Acquiror Indemnitee of
any Tax Loss shall not relieve the Price Corporations of their obligation under
this Section 11.06.

      (d) Acquiror 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 the Price
Corporations may reasonably request. The Price Corporations may, at their own
expense, (i) participate in and (ii) except in the case of claims that relate to
Taxes for which the Company or any of the Company Subsidiaries files separate
Returns and which relate to a Tax period beginning on or before the Closing Date
and ending thereafter (which claims shall be defended jointly by Acquiror and
the Price Corporations who shall act in good faith in connection with such
defense), upon notice to Acquiror, 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 Acquiror,
(ii) the Price Corporations shall thereafter consult with Acquiror upon
Acquiror's reasonable request for such consultation from time to time with
respect to such Tax Proceeding and (iii) the Price Corporations shall not,
without Acquiror'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 Acquiror Indemnitee; provided, however, that a settlement shall
not be deemed to have an adverse effect on any Acquiror Indemnitee if the
settlement agreement (i) merely requires the Company or any Company Subsidiary
to make a payment (which payment shall be paid by the Price Corporations) and
(ii) does not require any Acquiror Indemnitee to concede or accept, or preclude
any Acquiror 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 asset of any Acquiror Indemnitee (unless the Price
Corporations pay such Acquiror 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, Acquiror shall have the option, exercisable
in its sole discretion, to require the Price Corporations to (x) pay Acquiror
the amount the Price Corporations would have paid to the relevant Taxing
Authority in respect of the settlement of such Tax Loss and (y)


                                       89
<PAGE>

allow Acquiror 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 pursuant to this Section 11.06 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 Acquiror Indemnitee to
concede or accept, or preclude any Acquiror Indemnitee from taking, any Tax
position. If the Price Corporations assume such defense, (i) Acquiror 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 Acquiror seeks indemnification is not within the ambit of this
Section 11.06. If the Price Corporations elect not to assume such defense,
Acquiror may pay, compromise or contest the Tax at issue. The Price Corporations
shall be liable for the fees and expenses of counsel employed by Acquiror 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.

      (e) The Price Corporations shall not be liable under this Section 11.06
with respect to any Tax resulting from a claim the defense of which a Price
Corporation was not offered the opportunity to assume as provided under Section
11.06(d), but only if any Acquiror Indemnitee has had significant substantive
communications with the relevant Taxing Authority with respect to such claim or
such Acquiror Indemnitee fails to give a Price Corporation notice of such claim
before the opportunity to defend such claim has been closed at each judicial or
administrative level. No investigation by Acquiror or any of its Affiliates at
or prior to the Closing Date shall relieve the Price Corporations of any
liability hereunder.

      (f) Any claim of any Acquiror Indemnitee (other than Acquiror) under this
Section may be made and enforced by Acquiror on behalf of such Acquiror
Indemnitee.

      (g) Any amounts payable by the Price Corporations to an Acquiror
Indemnitee pursuant to this Section 11.06 shall be adjusted as follows: (i) to
the extent an additional Tax is imposed on an Acquiror 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 Acquiror 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 an Acquiror Indemnitee with respect to the
adjustment giving rise to such payment for the Tax period during which such
payment is


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<PAGE>

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 this Section 11.06 relates to a Tax attribute of the Company or any
Company Subsidiary, no reduction pursuant to this clause (ii) shall be made, and
(B) if any such Acquiror 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 Acquiror Indemnitee shall pay to the
Price Corporations the amount of such Tax Reduction actually realized. A
nationally recognized accounting firm chosen by the Acquiror Indemnitee shall
provide the Price Corporations a statement certifying the amount of such Tax
benefit actually realized, if any, by such Acquiror Indemnitee. The Price
Corporations shall have no right to review any information related to the
calculation of such Tax benefit.

      (h) To the extent permitted by law, the Price Corporations, Acquiror,
Cellco and the Company shall treat any payments made pursuant to this Section
11.06 as adjustments to the Aggregate Transaction Consideration payable pursuant
to Article 5.

      SECTION 11.07. Refunds. Price Parent shall be entitled to any refund of
income or franchise Taxes relating to Company or any Company Subsidiary for any
Pre-Closing Period (other than Taxes for which an estimated Tax payment is
included in the calculation of the Closing Working Capital Adjustment), net of
any additional Tax liability imposed on a Acquiror Indemnitee as a result of
such refund or any adjustment giving rise to such refund. Amounts payable
pursuant to the preceding sentence shall be promptly paid over to Price Parent
after any such refund is received by Company, Acquiror or Cellco.
Notwithstanding anything to the contrary in this Article 11, Price Parent shall
not file any claim for refund for Taxes relating to Company or any Company
Subsidiary without the written consent of Acquiror, which consent shall not be
unreasonably withheld, provided, that if Acquiror determines in good faith that
there is a substantial risk that the claim will not be upheld, Acquiror shall
have the right to require Price Parent to deposit the refund relating to such
claim in an escrow account until the applicable statute of limitations with
respect to such refund expires, at which time such refund and all earnings
thereon, reduced by any amount that a Taxing Authority determines must be repaid
with respect to such refund, shall be released to Price Parent.

      SECTION 11.08. Closing Date Tax Treatment. Acquiror and the Price
Corporations agree that taxable income from the Contemplated Transactions (other
than the transactions contemplated by Sections 2.09 and 2.10) that occur on the
Closing Date are properly allocable under Treasury Regulation 1.1502-76 to the
portion of the Closing Date prior to the Merger and agree not to take any
position inconsistent therewith. For the avoidance of doubt, any deduction
related to the redemption of the Senior Secured Notes and the Senior
Subordinated Notes shall be taken into account in the Post-Closing Tax


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<PAGE>

Period. To the extent such deduction is taken into account in a Pre-Closing Tax
Period, the Price Corporations shall pay to Acquiror the amount of any Tax
Reduction realized by the Price Corporations or any of their Affiliates in
respect of such deduction.

      SECTION 11.09. Certain Disputes. Disputes arising under Section 11.03(b)
and not resolved by mutual agreement as stated therein shall be resolved by a
nationally recognized accounting firm with no material relationship with
Acquiror, the Price Corporations or their Affiliates (the "Accounting Referee"),
chosen and mutually acceptable to both Acquiror 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
Acquiror and the Price Corporations.

                                   ARTICLE 12
                                EMPLOYEE BENEFITS

      SECTION 12.01. 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 12.02(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 12.02. ERISA Representations. Each of the Price Corporations
hereby represents and warrants to Acquiror that:

      (a) Schedule 12.02(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,


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<PAGE>

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.

      (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 Acquiror 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 Acquiror 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 or the Company, 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 Acquiror 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 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


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<PAGE>

of the Company or its ERISA Affiliates to make timely installments or other
payments required by such Section 412.

      (g) Except as contemplated by Section 12.06, no Business Employee will
become entitled to any retirement, severance or similar benefit or enhanced
benefit solely as a result of the Contemplated Transactions.

      (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
or any Company Subsidiary in any material respect and (iii) there is no unfair
labor practice complaint pending or, to the knowledge of the Price Corporations
or the Company, threatened, before the National Labor Relations Board that would
affect the Company or any Company Subsidiary in any material respect.

      SECTION 12.03. No Third Party Beneficiaries. No provision of this Article
12 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 Acquiror or the Business or any of their
Affiliates, and no provision of this Article 12 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 Acquiror 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 Acquiror or any of
their Affiliates.

      SECTION 12.04. Employees. Schedule 12.04 sets forth a true and complete
list of (a) the names, titles, annual salaries and other compensation of all
Business Employees and (b) the annual rates for non-salaried Business Employees
(by classification). All employees primarily involved in the Business are
employees of the Company or the Company Subsidiaries, except as disclosed on
Schedule 12.04. Neither the Price Corporations nor the Company have any
knowledge of or have 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.

      SECTION 12.05. Employee Benefits. (a) After the Closing Date, Acquiror or
its Affiliates shall provide Transferred Employees with benefits that are, in
the aggregate, substantially comparable to the benefits provided to similarly
situated employees of Acquiror or its Affiliates. Acquiror or its Affiliates
shall give Transferred Employees credit


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<PAGE>

for prior service with the Price Corporations, the Company or the Company
Subsidiaries for participation, vesting and benefit entitlement purposes, but
not for the purpose of benefit accrual, under the employee benefit plans,
policies or programs of Acquiror 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 have the sponsoring entity of the Price
Corporation DC Plans be a Person other than the Company or the Company
Subsidiaries, 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 Acquiror or its Affiliates (the "Acquiror DC Plan")
shall (if elected by such Transferred Employees) accept individual rollovers in
cash of such Transferred Employees' distributions from the Price Corporations DC
Plans, subject to the terms and conditions of the Acquiror 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 have
the sponsoring entity of the Price Corporation Cafeteria Plan be a Person other
than the Company or the Company Subsidiaries and to cause the active
participation of Transferred Employees in the Price Corporation Cafeteria Plan
to cease as of the Closing Date.

      SECTION 12.06. Excluded Employees. The employment of any Excluded Employee
employed by the Company or a Company Subsidiary shall be terminated on or prior
to the Closing Date. Fifty percent of any severance or stay liability,
obligation or claim incurred by the Price Corporations or their Affiliates in
connection with any Excluded Employee (it being understood that neither the
Company nor any Company Subsidiary shall incur any liability, obligation or
claim in connection with any Excluded Employee) shall be reimbursed by Acquiror
or its Affiliates within 15 days after the Price Corporations give written
notice to Acquiror of such Excluded Employee's termination of employment;
provided that the Price Corporations have provided written notice to Acquiror of
the amount of any severance payment or stay payment to such Excluded Employee
prior to such termination and Acquiror has consented to such amount, such
consent not to be unreasonably withheld.


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<PAGE>

                                   ARTICLE 13
                              CONDITIONS TO CLOSING

      SECTION 13.01. Conditions to Obligations of Each Party. The obligations of
Acquiror, the Price Corporations, Company and Cellco to consummate the Closing
are subject to the satisfaction of the following conditions:

      (a) The transactions contemplated hereunder shall have been approved by
the stockholders of the Price Parent in accordance with New York Law.

      (b) The IPO Registration Statement shall have been declared effective, the
Acquiror Initial Public Offering shall have been consummated, no stop order
suspending the effectiveness of the IPO Registration Statement shall be in
effect and no proceedings for such purpose shall be pending before or threatened
by the SEC.

      (c) Any applicable waiting period under the HSR Act relating to the
transactions contemplated hereby shall have expired or been terminated.

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

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

      (f) The shares of Acquiror Stock to be issued in the Merger shall have
been approved for listing or quotation as contemplated by Section 9.06, subject
to official notice of issuance.

      SECTION 13.02. Conditions to Obligation of Acquiror and Cellco. The
obligation of Acquiror and Cellco to consummate the Closing is subject to the
satisfaction of the following further conditions:

      (a) Unless the Florida Acquisition is to be consummated at Closing, the
Price Corporations and the Company shall have disposed of the Florida Business,
the Florida Business Assets and the Excluded Assets relating thereto in
accordance with Section 2.05.

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


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<PAGE>

      (c) 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.

      (d) (i) The Price Corporations and the Company shall have performed in all
material respects their obligations (other than the obligations set forth in
Section 8.01(i)) hereunder required to be performed by them on or prior to the
Closing Date, (ii) the Price Corporations and the Company shall have performed
their obligations set forth in Section 8.01(i) and the representations and
warranties of the Price Corporations and the Company contained in this Agreement
and in any certificate delivered by the Price Corporations or the Company
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) Acquiror shall have received a
certificate signed by an executive officer of each of the Price Corporations and
of the Company to the foregoing effect and to the effect set forth in Section
13.02(c).

      (e) 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
Contribution, the Merger or the ownership or operation by Acquiror, Cellco or
any of their respective Affiliates of all or any material portion of the
Contributed Assets or the business or assets of Acquiror, Cellco or any of their
respective Affiliates or to compel Acquiror, Cellco or any of their respective
Affiliates to dispose of all or any material portion of the Contributed Assets
or of Acquiror, Cellco or any of their respective Affiliates or seeking to
require divestiture by Acquiror, Cellco or any of their respective Affiliates of
any 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.

      (f) 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 13.02(e)
above.


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<PAGE>

      (g) Acquiror shall have received opinions of Proskauer Rose LLP and
Holland & Knight LLP, counsel to the Price Corporations, dated the Closing Date
to the effect specified in Sections 6.01, 6.02, 6.03, 6.04 and 6.10. Acquiror
shall also have received an opinion of Davis Wright Tremaine LLP, FCC counsel to
the Price Corporations, dated the Closing Date substantially in the form
attached as Exhibit G 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 Acquiror,
and, as to matters of fact, upon certificates of officers of the Price
Corporations and the Company, copies of which opinions and certificates shall be
contemporaneously delivered to Acquiror.

      (h) The execution and delivery of a Pledge Agreement substantially in the
form of Exhibit H by the Price Corporations (the "Pledge Agreement"), and the
taking of all actions necessary or desirable in order to perfect the Lien
granted on the "Pledged Stock" referred to therein to Acquiror and Cellco.

      (i) The Price Corporations shall have delivered a certification of non-
foreign status in a form that complies with the requirements of Section 1445 of
the Code and the regulations thereunder.

      (j) The Lock-up Agreement shall have been executed and delivered by the
parties thereto.

      (k) The Price Corporations and the Company 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 6.03 or 6.19, in each case in form and substance reasonably satisfactory
to Acquiror, and no such consent, authorization or approval shall have been
revoked.

      (l) At the Closing, the Company's assets shall include the Minimum Cash
Balance before giving effect to any purchase pursuant to the Senior Subordinated
Notes Offer or the Subordinated Debt Defeasance.

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

      (n) Acquiror 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 Acquiror insuring or
committing to insure, for


                                       98
<PAGE>

the benefit of Cellco 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 the terms of
this Agreement free and clear of any Liens, except for Permitted Liens and any
easements necessary for the use by Acquiror or Cellco of the transferred Real
Property shall have been obtained by Acquiror.

      (o) Acquiror shall have received all documents it may reasonably request
relating to the existence of the Price Corporations and the Company and the
authority of the Price Corporations and the Company for this Agreement, all in
form and substance reasonably satisfactory to Acquiror.

      (p) Acquiror 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 2.09 and
2.10.

      (q) All actions by or in respect of or filings with any Governmental
Entity required to permit the consummation of the Restructuring Transactions and
the Closing shall have been taken, made or obtained, including written evidence
of FCC approval of the Price Corporations' and Acquiror's application to
transfer all FCC Authorizations which shall have been taken, made or obtained
pursuant to a Final Order, free of any special conditions adverse to Acquiror
and Cellco. "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.

      (r) The Price Corporations and the Company shall have performed all
obligations set forth in Section 8.14.

      SECTION 13.03. Conditions to Obligation of The Price Corporations and the
Company. The obligation of the Price Corporations and the Company to consummate
the Closing is subject to the satisfaction of the following further conditions:

      (a) (i) Acquiror and Cellco 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 Acquiror and Cellco contained
in this Agreement and the Ancillary Agreements to which they are parties and in
any certificate delivered by Acquiror or


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<PAGE>

Cellco pursuant hereto, 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, a
material adverse effect on Acquiror or Cellco, and (iii) the Price Corporations
shall have received a certificate signed by an executive officer of Acquiror to
the foregoing effect.

      (b) The Price Corporations shall have received an opinion of Davis Polk &
Wardwell, counsel to Acquiror, dated the Closing Date to the effect specified in
Sections 7.01, 7.02, 7.03, 7.04 and 7.10(i) and (ii). 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 Acquiror and Cellco, copies of which opinions
and certificates shall be contemporaneously delivered to the Price Corporations.

      (c) The Price Shareholder shall have received (i) on the date hereof an
opinion (the "Tax Opinion") of Proskauer Rose LLP substantially in the form of
Exhibit F, and (ii) on the Closing Date a written confirmation by Proskauer Rose
LLP, dated as of the Closing Date, that the Tax Opinion has not been withdrawn
in accordance with the last paragraph thereof and the final sentence of this
Section 13.03(c). In rendering such opinion, such counsel shall be entitled to
(A) rely upon the certifications and representations from the Price Corporations
in the form of Exhibit I hereto and (B) assume that certifications and
representations substantially in the form set forth in Exhibit J will be made as
of the Closing Date by Acquiror and Cellco.

      (d) Acquiror shall have received all consents, authorizations or approvals
from governmental agencies referred to in Section 7.03, 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 Acquiror and Cellco and the
authority of Acquiror and Cellco for this Agreement, all in form and substance
reasonably satisfactory to the Price Corporations.

      (f) Acquiror shall have consummated the Acquiror Initial Public Offering
and shall hold a partnership interest in Cellco which shall constitute an
aggregate interest of at least 5% in the capital and in the profits of Cellco.
Acquiror shall be the managing general partner of Cellco and shall control
Cellco's management and operations, subject to the


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<PAGE>

veto rights over significant decisions held by other partners specified in
Acquiror's registration statement as declared effective by the SEC.

      (g) All actions by or in respect of or filings with any Governmental
Entity required to permit the consummation of the Restructuring Transactions and
the Closing shall have been taken, made or obtained, including written evidence
of FCC approval of the Price Corporations' and Acquiror's application to
transfer all FCC Authorizations which shall have been taken, made or obtained
pursuant to a Final Order, free of any special conditions adverse to the Price
Corporations.

      (h) The Transition Services Agreement shall have been executed and
delivered by the parties thereto.

                                   ARTICLE 14
                            SURVIVAL; INDEMNIFICATION

      SECTION 14.01. 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 Ancillary 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 6.19 shall survive
      the Closing until the third anniversary of the Closing Date;

            (ii) the representations and warranties and covenants set forth in
      Article 11 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
      14.02(a)(ii), (a)(iii), (a)(iv) and (a)(vi) and Section 14.02(b)(ii) shall
      survive the Closing for a period of 7 years;

            (iv) the covenants and agreements set forth in Sections 8.07 , 9.04,
      9.05(b), 9.08 10.04(b), (c) and (d) shall each survive for the period
      specified in each such section plus an additional 12 months;


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<PAGE>

            (v) the covenants and agreements set forth in Sections 8.05(b) and
      (c), 8.14, 10.01(b), 10.03, 10.04(a) and Article 16 shall survive
      indefinitely;

            (vi) the covenants and agreements set forth in the provisos of
      Section 14.02(a) and 14.02(b) and in Section 14.03, 14.04 and 14.05 shall
      survive the Closing until the final resolution of all claims governed
      thereby;

            (vii) the 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.

      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 14.02. Indemnification. (a) Other than with respect to Taxes, the
Price Corporations' indemnity obligations in respect of which are set forth in
Article 11 and subject to the proviso of this Section 14.02(a), the Price
Corporations hereby indemnify Acquiror, Cellco and their Affiliates (including,
after the Closing, the Surviving Corporation) against and agrees 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 Acquiror, Cellco or any of their Affiliates
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 or the
      Company pursuant to this Agreement, or any Ancillary Agreement to which
      they are parties or by the parties to the Voting Agreement (other than the
      Acquiror) pursuant to the Voting Agreement;

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


                                      102
<PAGE>

            (iii) the Restructuring Transactions;

            (iv) any Excluded Asset or Excluded Liability;

            (v) any breach of covenant or agreement performed or required to be
      performed by the Price Corporations or the Company pursuant to this
      Agreement or any Ancillary Agreement to which they are a party or
      performed or required to be performed by the parties to the Voting
      Agreement (other than the Acquiror) 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 6.10 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 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 (x) for any Warranty Breach
pursuant to Section 14.02(a)(i), any Tax Warranty Breach (other than any such
Warranty Breach or Tax Warranty Breach of which the Price Corporations, the
Company or the Company Subsidiaries had knowledge as of the time that the
relevant representation and warranty was made (disregarding the deemed making of
representations and warranties on the Closing Date pursuant to the introductory
paragraph of Article 6) and which the Price Corporations and the Company failed
to disclose to Acquiror), (y) any breach by the Price Corporations of the
covenants contained in Section 8.01(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 Acquiror, Cellco or any of their Affiliates for Damages
for Environmental Liabilities unless the aggregate amount of such Damages for
Environmental Liabilities 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
Acquiror, Cellco or any of their Affiliates 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.


                                      103
<PAGE>

      (b) Acquiror 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 Acquiror pursuant to this Agreement or
      any Ancillary Agreement to which it is a party;

            (ii) any Contributed Asset or Assumed Liability; or

            (iii) any breach of covenant or agreement performed or required to
      be performed by Acquiror or its Affiliates (including, after the Closing
      Date (Cellco and the Surviving Corporation) under this Agreement or any
      Ancillary Agreement to which it is a party;

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 Acquiror for any Warranty Breach pursuant to this
Section other than any such Warranty Breach of which Acquiror 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 VII) and which Acquiror failed to disclose to
the Price Corporations, Acquiror 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 14.03. Procedures.

      (a) Other than with respect to indemnification for Taxes, the indemnity
procedures for which are set out in Article 11, in the event a party seeking
indemnification (the "Indemnified Party") should have a claim against another
party under Section 14.02 (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 promptly 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 14 is asserted against or
sought to be collected from an Indemnified Party by a third party, the
Indemnified Party shall promptly


                                      104
<PAGE>

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 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


                                      105
<PAGE>

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 14, 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 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.

      SECTION 14.04. Payment.

      (a) In the event an action for indemnification under Article 14 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. The amount of any Damages payable under Article 14 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 on 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 14 relates
to a Tax attribute of the Company or any Company Subsidiary, no reduction
pursuant to this clause (ii) 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 (ii) 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


                                      106
<PAGE>

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. Any Damages payable under Article 14 shall be treated by the
parties to this Agreement as adjustments to the Aggregate Transaction
Consideration payable pursuant to Article 5.

      An action, and the liability for and amount of Damages therefor, shall be
deemed to be "finally determined" for purposes of Article 14 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) Any items as to which any Indemnified Party is entitled to payment
under this Agreement shall first be paid to the Indemnified Party from the
pledged stock held by the Agent pursuant to the Pledge Agreement, to the extent
that the Pledge Agreement shall then be in effect and the pledged stock held
under the Pledge Agreement are sufficient to pay such items. The number of
shares of pledged stock necessary to satisfy the obligations of the Indemnifying
Party with respect to any Damages for which indemnification is claimed pursuant
to Article 14 shall be calculated by dividing the claim value, in U.S. dollars
(rounded to the nearest whole dollar), by the average closing price for shares
of Acquiror Stock on The New York Stock Exchange for the thirty consecutive
trading days immediately preceding the date of the determination of such claim
value. If the Pledge Agreement shall not then be in effect or if the pledged
stock held under the Pledge Agreement are insufficient to pay any such item in
full, the payment of such item as to which the Indemnified Party is entitled to
payment under this Agreement and which is not able to be paid from the pledged
stock shall be the joint and several obligation of the Indemnifying Parties and
the Indemnifying Parties shall make full payment of any and all such items to
the Indemnified Party within 10 business days after the date of determination of
liability.

      (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 Rate" published from time to time in the "Money
Rates" table of the Eastern Edition of The Wall Street Journal.


                                      107
<PAGE>

      SECTION 14.05. Other Rights and Remedies Not Affected. The indemnification
rights of the parties under this Article 14 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 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 15
                                   TERMINATION

      SECTION 15.01. 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 Acquiror;

      (b) by either the Price Corporations or Acquiror if the Closing shall not
have been consummated on or before September 30, 2001;

      (c) by either the Price Corporations or Acquiror if there shall be any law
or regulation that makes consummation of the transactions contemplated hereunder
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 Acquiror if the transactions
contemplated hereunder 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);

      (e) by either the Price Corporations or Acquiror if as permitted by
Section 8.09, the Board of Directors of Price Parent shall have failed to make
or withdrawn, or modified in a manner adverse to Acquiror, its approval or
recommendation of this Agreement or the transactions contemplated hereunder, or
shall have failed to call Price Parent's stockholder meeting in accordance with
Section 8.08, provided that, in the case of any termination by the Price
Corporations, the Price Corporations shall have paid any amounts due pursuant to
Sections 16.03(b) and 16.03(c) in accordance with the terms, and at the times,


                                      108
<PAGE>

specified therein, and provided, further, that, in the case of any termination
by the Price Corporations, (i) the Price Corporations notify Acquiror, 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) Acquiror does 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, the Company
or any of the Company Subsidiaries, as applicable, shall not enter into any such
binding agreement during such 72-hour period;

      (f) by the Price Corporations if Acquiror withdraws from registration the
IPO Registration Statement and does not announce within 30 days after such
withdrawal its intent to effect the Acquiror Initial Public Offering on or
before September 30, 2001 or if Acquiror announces that it does not intend to
effect the Acquiror Initial Public Offering until a date subsequent to September
30, 2001; or

      (g) by Acquiror pursuant to Section 10.08; or

      (h) by Acquiror or the Price Corporations if Acquiror shall not have
received evidence reasonably satisfactory to it on or before January 15, 2001
that (i) Steven Price has been appointed the guardian of the property of each of
his minor children and Eileen Farbman has been appointed the guardian of each of
her minor children and (ii) each of Steven Price and Eileen Farbman, as
guardian, has entered into a voting agreement substantially in the form of
Exhibit E hereto with respect to an aggregate of not less than 7.5 million
shares of common stock of Price Parent held by such minor children.

      The party desiring to terminate this Agreement pursuant to Section
15.01(b), 15.01(c), 15.01(d), 15.01(e), 15.01(f), 15.01(g) or 15.01(h) shall
give notice of such termination to the other party.

      SECTION 15.02. Effect of Termination. Subject to Section 16.03, if this
Agreement is terminated as permitted by Section 15.01, 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 Sections 9.01, 10.03, 16.03, 16.05, 16.06,
16.07 and 16.12 shall survive any


                                      109
<PAGE>

termination hereof pursuant to Section 15.01.

                                   ARTICLE 16
                                  MISCELLANEOUS

      SECTION 16.01. Notices. All notices, requests and other communications to
any party hereunder shall be in writing (including facsimile transmission) and
shall be given,

      if to Acquiror, Cellco or Merger Subsidiary, or, after the Closing, to
Company, to:

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

            with a copy to:

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

      if to the Price Corporations, or, prior to the Closing, to Company:

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


                                      110
<PAGE>

            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 16.02. 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 16.03. 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 Acquiror a fee (the "Termination
Fee") of $80,000,000 (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 15.01(e), in which case the Termination Fee shall be payable
      simultaneously with such termination, provided that, notwithstanding
      Section 15.01(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


                                      111
<PAGE>

      Proposal that constitutes a Superior Proposal (an "Alternative Agreement")
      and perform its pre-closing obligations thereunder without terminating
      this Agreement pursuant to Section 15.01(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 15.01(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 15.01, and (z) the later of (A) September 30, 2001 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 15.01(b)
      after Price Parent's stockholders meeting (or any adjournment thereof) if
      at such meeting or adjournment the transactions contemplated hereunder
      shall not have been approved and adopted in accordance with New York law
      by Price Parent's stockholders or pursuant to Section 15.01(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 consolidated
      assets of the Company and the Company Subsidiaries, not more than 50% of
      any class of equity or voting securities of the Company or the Company
      Subsidiaries 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 $80,000,000 by the percentage of such consolidated 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 and the Company acknowledge that the agreements
contained in this Section 16.03 are an integral part of the transactions
contemplated by this


                                      112
<PAGE>

Agreement and that, without these agreements, Acquiror, Cellco and Merger
Subsidiary would not enter into this Agreement. Accordingly, if the Price
Corporations fail promptly to pay any amount due to Acquiror pursuant to this
Section 16.03, they shall also pay any costs and expenses incurred by Acquiror,
Cellco or Merger Subsidiary in connection with a legal action to enforce this
Agreement that results in a judgment against the Price Corporations for such
amount

      SECTION 16.04. 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 Acquiror 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 Contributed Assets,
but no such transfer or assignment will relieve Acquiror of its obligations
hereunder.

      SECTION 16.05. Governing Law. Agreement shall be governed by and construed
in accordance with the law of the State of New York.

      SECTION 16.06. 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 16.01 shall be deemed
effective service of process on such party.

      SECTION 16.07. 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


                                      113
<PAGE>

THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

      SECTION 16.08. Counterparts; 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. This Agreement shall become effective when each party hereto shall
have received a counterpart hereof signed by the other party hereto. No
provision of this Agreement is intended to confer upon any Person other than the
parties hereto any rights or remedies hereunder.

      SECTION 16.09. Entire Agreement. This Agreement (including any exhibits or
schedules hereto and other documents executed in connection herewith), the No-
Shop Agreement, the Confidentiality Agreement, the Certificate delivered by the
Acquiror to the Price Corporations pursuant to Section 5.02(b) 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 16.10. Bulk Sales Laws. Acquiror and the Price Corporations each
hereby waive compliance by the Price Corporations and the Company with the
provisions of the "bulk sales", "bulk transfer" or similar laws of any state.
The Price Corporations agree to indemnify and hold Acquiror, Cellco and their
respective Affiliates harmless against any and all claims, losses, damages,
liabilities, costs and expenses incurred by Acquiror, Cellco 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 16.11. 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 16.12. 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


                                      114
<PAGE>

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.

      SECTION 16.13. Captions. The captions herein are included for convenience
of reference only and shall be ignored in the construction or interpretation
hereof.


                                      115
<PAGE>

      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
                              WIRELESS, INC.

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


                              VERIZON WIRELESS INC.

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


                              CELLCO PARTNERSHIP

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


                              VWI ACQUISITION CORPORATION

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


                                      116

<PAGE>

                           CROSS-REFERENCE TARGET LIST

   NOTE: Due to the number of targets some target names may not appear in the
                             target pull-down list.
   (This list is for the use of the wordprocessor only, is not a part of this
                        document and may be discarded.)

                ARTICLE/SECTION TARGET NAME
===============================================================

1.......................................................def.art
1.01........................................................def
1.01(a)................................................term.def
1.01(b)...............................................term.list

2.01...............................................contem.trans
2.02..........................................acqui.min.invests
2.03....................................dissolution.liquidation
2.04..........................................exch.fla.business
2.04(a)........................................exch.fla.busi(b)
2.04(b)...............................................no.consum
2.05...............................................divestitures
2.06................................................con.of.asts
2.07...........................................assumpt.of.liabs
2.08.....................................................merger
2.09................................................sen.sub.nts
2.09(a)....................................................ssno
2.09(b)........................................py.snr.sub.notes
2.09(d)......................................................dd
2.10....................................................ssnotes
2.10(a).....................................................039

3.01..............................................pur.and.sales
3.01(a)...............................................real.prop
3.01(e).......................................all.rts.contracts
3.01(f)................................................all.acct
3.01(i)..........................................rt.3rd.parties
3.01(j)..........................................patents.cpyrts
3.01(k).......................................trans.lic.permits
3.01(l)..........................................all.bk.records
3.01(m)............................................all.goodwill
3.02..................................................ex.assets
3.03...................................................ass.liab
3.03(a).........................................all.liabilities
3.04................................................exclud.liab
3.05............................................assign.cont.rts

4..................................................rep.war.sell
4.01...................................................merger.4
4.01(a)...............................................surv.corp
4.01(b)........................................file.cert.merger
4.02................................................conv.shares
4.02(a)..........................................out.share.conv
4.02(b)......................................file.cert.merger.2
4.03................................................adjustments
4.04...................................................cert.inc
4.05.....................................................bylaws
4.06....................................................dir.off

5...........................................................000
5.01..............................................closing.contr
5.01(a).....................................................001
5.01(b).....................................................002
5.01(c).....................................................003
5.01(d).....................................................004
5.01(e).....................................................005
5.01(f).....................................................006
5.01(g).....................................................007
5.02........................................................010
5.02(a).....................................................011
5.02(a).....................................................012
5.02(a).....................................................013
5.02(b).....................................................014
5.02(c).....................................................015
5.02(d).....................................................017
5.02(e).....................................................018
5.02(f)........................................agg.trnsctn.dcrs
5.02(i).....................................................020
5.03........................................................021
5.03(a).....................................................022
5.03(b).....................................................023
5.04........................................................024
5.04(a).....................................................025
5.04(b).....................................................026
5.04(c).....................................................027
5.04(d).....................................................028
5.05........................................................029

6.01................................................corp.exist.
6.02............................................sell.corp.autho
6.03................................................gov't.auth.
6.04.............................................noncontravent.
6.05................................................req.consent
6.05(a)........................................required.consent
6.05(b)..........................................other.consents
6.06............................................financial stmts
6.07..............................................abs.cert.chgs
6.07(d)..............................................any.damage
6.07(f)............................................any.chg.acct
6.07(i).......................................any.labor.dispute
6.07(j)..........................................any.cap.expend
6.08.............................................no.undisclosed
6.08(a)............................................liab.bal.sht
6.09..............................................mat.contracts
6.09(a)........................................except.contracts
6.09(b).......................................each.contract.dis
6.10...................................................sell.lit
6.11..............................................comp.w.laws..
6.12.................................................properties
6.12(a)..........................................sell.real.prop
6.12(b)..........................................sell.pers.prop
6.12(c)..........................................sell.has.title
6.12(c)(i)....................................liens.dis.bal.sht
6.12(c)(ii)...................................liens.tax.not.due
6.12(c)(iii)..................................liens.not.detract
6.12(d)...........................................no.dev.affect
6.12(e)......................................all.leases.good.st
6.12(f).........................................bldg.no.mat.def
6.12(g)........................................bldg.have.access
6.12(h).......................................no.nonconform.use
6.13................................................sufficiency
6.13(a)..........................................purch.all.prop
6.13(b)...........................................buy.acq.title
6.14...........................................subscriber.accts
6.15................................................intell.prop
6.15(a)...........................................intell.prop.a
6.15(a)...........................................intell.prop.a
6.16....................................................ins.cov
6.17............................................license.permits
6.17(a)..........................................correctly.desc
6.17(b).......................................license.permits.b
6.17(f).......................................licence.permits.f
6.18...............................................finders.fees
6.19.............................................environ.compl.
6.21...............................................subsidiaries
6.20..............................................phases.cercla
6.22.................................Price Corporation.sec.docs
6.23...........................................finan.statements
6.24.................................................disclosure
6.25.....................................................tx.pnn

7...................................................rep.war.buy
7.01.............................................org.and.exist.
7.02.............................................buy.corp.autho
7.03..............................................buy.gov.autho
7.04.........................................sec.noncontravent.
7.05.............................................buy.litigation
7.07...........................................buy.finders.fees
7.08.........................................acquiror.capitaliz
7.08(a)..........................................authorized.cap
7.09................................................sec.filings
7.09(a).............................................date.hereof
7.09(b).............................................filing.date
7.09(c)...........................................info.provided
7.09(d).........................................rep.and.warrant

8..................................................cov.sell.art
8.01.............................................sell.cond.busi
8.01(b)...........................................pay.all.accts
8.01(i)........................................not.take.or.omit
8.05.................................................acc.inform
8.05(a)........................................full.access.info
8.05(b).........................................hold.confid.doc
8.05(c)............................................on.and.after
8.06..........................................not.of.cer.events
8.07....................................................noncomp
8.07(a).............................................noncomp.sub
8.07(b)....................................invalid.will.not.aff
8.08............................................stockholder.mtg
8.09........................................................035
8.10...............................................company.debt
8.11..............................................mnmm.csh.blnc

9...................................................cov.buy.art
9.01.............................................confientiality
9.02.....................................................access
9.04...........................................dir.officer.liab
9.04(a).....................................................041
9.04(b).....................................................043
9.04(c).....................................................044
9.05............................................retis.statement
9.06.........................................stock.exch.listing
9.07........................................................ipo
9.08.......................................................9.08

10.................................................cov.buy.sell
10.01........................................best.efforts.furth
10.02..............................................cert.filings
10.03...........................................public.announce
10.01(b).........................................subject.to.the
10.04..........................................trade;tradenames
10.04(a).......................................buy.not.use.mark
10.04(b)........................................after.the.clos.
10.04(c)......................................buy.not.chg.marks
10.04(d).........................................cease.use.mark
10.05..................................................warn.act
10.06............................................ho.systems.con
10.07............................................trans.serv.agt
10.08.............................................giantbear.agr
10.08(a)...........................................for.a.period
10.08(b).................................................end.30

11..................................................tax.matters
11.01...........................................tax.definitions
11.02.............................................tax.represent
11.02(a)........................................filing.and.pymt
11.02(b)......................................financial.records
11.02(c).........................................procedure.comp
11.02(d)........................................taxing.jurisdic
11.02(e)............................................tax.sharing
11.02(f)...........................................certain.agts
11.02(g)...........................................post-closing
11.02(h)........................................property.leases
11.02(i)......................................certain.elections
11.03.................................................covenants
11.03(a)......................................without.the.prior
11.03(b)........................................all.returns.req
11.03(c)..............................................pcc.shall
11.03(d)...........................Price Corporation.will.allow
11.03(e).......................................neither.the.comp
11.03(f)...........................................all.transfer
11.03(g)............................................any.and.all
11.04..........................................coop.on.tax.matt
11.04(a).............................................coop.fully
11.04(b)..........................................further.agree
11.05.............................................no.carrybacks
11.06.................................................tax.indem
11.06(a).......................................buyer.indemnitee
11.06(b)........................................purposes.of.sec
11.06(c)........................................give.prompt.not
11.06(d)..........................................not.be.liable
11.06(e).......................................any.claim.of.any
11.09..........................................certain.disputes

12.................................................emp.bene.art
12.01............................................employ.ben.def
12.02................................................erisa.reps
12.02(a)......................................empl.benefit.plan
12.04............................................sell.employees
12.06.....................................................sever

13................................................cond.to.clos.
13.01................................................cond.oblig
13.02............................................cond.oblig.buy
13.02(c).........................................no.mat.adv.eff
13.02(e).........................................not.instituted
13.03...........................................cond.oblig.sell

14...............................................surv.indem.art
14.01..................................................survival
14.02...........................................indemnification
14.02(a)..........................................seller.hereby
14.02(a)(i).......................................dam.misrepres
14.02(b)........................................acquiror.hereby
14.03................................................procedures
14.04...................................................Payment

15.....................................................term.art
15.01..............................................grounds.term
15.02...............................................effect.term
15.01(d).........................................trans.con.here
15.01(e)........................................fail.make.withd

<PAGE>

15.01(f).........................................ipo.reg.st.ann
15.01(h).................................................15.01h

16.....................................................misc.art
16.01...................................................notices
16.02...............................................amend.waive
16.02(a).........................................any.prov.amend
16.02(b).........................................no.delay.waive
16.03..................................................expenses
16.05.............................................governing.law
16.06..............................................jurisdiction
16.07.........................................waiver.jury.trial
16.08..............................................counterparts
16.09................................................entire.agt
16.10...........................................bulk.sales.laws
16.13..................................................captions

</TEXT>
</DOCUMENT>
