


                             [FORM OF DEBT SECURITY]





         [Unless this  certificate is presented by an authorized  representative
of The Depository  Trust Company (the  "Depositary") to the Company or its agent
for  registration  of transfer,  exchange or payment,  and any certificate to be
issued  is  registered  in the name of Cede & Co.  or such  other  such  name as
requested  by an  authorized  representative  of the  Depositary  and any amount
payable  thereunder  is made  payable  to Cede & Co.  or such  other  name,  ANY
TRANSFER,  PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL  since the  registered  owner  hereof,  Cede & Co.,  has an interest
herein.

         Unless and until this  Security  is  exchanged  in whole or in part for
certificated  Securities  registered  in the  names  of the  various  beneficial
holders hereof as then certified to the Company by the Depositary or a successor
depositary,  this  Security  may not be  transferred  except  as a whole  by the
Depositary to a nominee of the  Depositary or by a nominee of the  Depositary to
the Depositary or another  nominee of the Depositary or by the Depositary or any
such nominee to successor depositary or a nominee of such successor depositary.

         This Security may be exchanged for certificated  Securities  registered
in the names of the various  beneficial owners hereof only if (a) the Depositary
is at any time  unwilling or unable to continue as depositary and as a successor
depositary  is not  appointed by the company  within 90 days, or (b) the Company
elects to issue  certificated  Securities to beneficial  owners (as certified to
the Company by the  Depositary or a successor  depositary)  of all Securities of
the series designated below.]




<PAGE>



                               [FACE OF SECURITY]


                           360 COMMUNICATIONS COMPANY

                            [ ]% Senior Note Due [ ]

No. _______________                                         Principal Amount
                                                            $--------------
                                                            CUSIP


         360  COMMUNICATIONS  COMPANY, a corporation duly organized and existing
under the laws of the State of Delaware (herein called the "Company") which term
includes  any  successor  corporation  under the  Indenture  referred  to on the
reverse hereof), for value received, hereby promises to pay to

                                                                            , or
registered assigns, the principal sum of

                                                                         Dollars
on [ ], and to pay interest  thereon  from [ ] or from the most recent  Interest
Payment Date to which interest has been paid or duly provided for, semi-annually
in arrears  on [ ] and [ ] in each year  (each,  an  "Interest  Payment  Date"),
commencing on [ ], and at Maturity,  at the rate of [ ]% (the  "Interest  Rate")
per annum, until the principal hereof is paid or duly provided for. Each payment
of  interest  in respect of an  Interest  Payment  Date shall  include  interest
accrued  through  the day prior such  Interest  Payment  Date.  The  interest so
payable,  and paid or duly provided for, on any Interest  Payment Date shall, as
provided in the Indenture, be paid to the Person in whose name this Security (or
one or more  Predecessor  Securities)  is registered at the close of business on
the Regular Record Date for such interest, which shall be [ ] or [ ] (whether or
not a Business Day), as the case may be, next  preceding  such Interest  Payment
Date.  Interest  shall be computed on the basis of a 360-day year  consisting of
twelve 30-day months.

         Notwithstanding  the foregoing,  interest  payable at Maturity shall be
paid to the Person to whom principal shall be paid. Except as otherwise provided
in the  Indenture,  any such  interest  not so paid or duly  provided  for shall
forthwith  cease to be payable to the Holder on the related  Regular Record Date
and may either be paid to the Person in whose name this Security (or one or more
Predecessor  Securities)  is  registered  at the close of  business on a Special
Record  Date  for the  payment  of such  Defaulted  Interest  to be fixed by the
Trustee,  notice  whereof shall be given to Holders of Securities of this series
not less than 10 days prior to such Special  Record Date, or be paid at any time
in any  other  lawful  manner  not  inconsistent  with the  requirements  of any
securities  exchange on which the  Securities of this series may be listed,  and
upon such notice as may be required by such exchange, all as more fully provided
in the Indenture.



<PAGE>



   
         To the extent lawful, the Company shall pay interest on (i) any overdue
principal of and premium,  if any, on this Security,  at the interest rate borne
on this Security, plus 1% per annum, and (ii) Defaulted Interest (without regard
to any  applicable  grace period),  at the same rate.  The Company's  obligation
pursuant to the previous sentence shall apply whether such overdue amount is due
at its Stated  Maturity,  as a result of the Company's  obligations  pursuant to
Section 1001 of the Indenture, or otherwise.

         If any Interest  Payment Date,  any  applicable  Redemption  Date,  any
Change of  Control  Payment  Date or the  Stated  Maturity  Date  shall not be a
Business  Day  (as  hereinafter  defined),  payment  of the  amount  due on this
Security on such date may be made on the next  succeeding  Business Day; and, if
such  payment is made or duly  provided  for on such  Business  Day, no interest
shall accrue on such amounts for the period from and after such Interest Payment
Date,  applicable  Redemption Date, any Change of Control Payment Date or Stated
Maturity Date, as the case may be, to such Business Day.
    

         Payment of the  principal of and premium,  if any, on this Security and
interest hereon at Maturity shall be made upon presentation hereof at the office
of Citibank, N.A. in New York, New York or at such other office or agency as may
be  designated  for such  purpose by the Company  from time to time.  Payment of
interest,  if any, on this Security  (other than interest at Maturity)  shall be
made by check  mailed to the  address  of the  Person  entitled  thereto as such
address shall appear in the Security  Register.  Payment of the principal of and
premium, if any, and interest, if any, on this Security, as aforesaid,  shall be
made in such coin or currency of the United  States of America as at the time of
payment shall be legal tender for the payment of public and private debts.


                                       -2-

<PAGE>



                              [REVERSE OF SECURITY]




         This  Security is one of a duly  authorized  issue of unsecured  senior
securities of the Company (herein called the "Securities"),  issued and issuable
in one or more series under an Indenture,  dated as of [ ], 1997 (such Indenture
as originally  executed and delivered and as hereafter  supplemented or amended,
together with any constituent  instruments  establishing the terms of particular
Securities,  being  herein  called the  "Indenture"),  between  the  Company and
Citibank N.A., as trustee (herein called the "Trustee")  which term includes any
successor  trustees under the Indenture),  to which Indenture and all indentures
supplemental  thereto reference is hereby made for a statement of the respective
rights,  limitations of rights, duties and immunities thereunder of the Company,
the Trustee and the  Holders of the  Securities  and of the terms upon which the
Securities are, and are to be,  authenticated  and delivered.  The acceptance of
this  Security  shall be deemed to  constitute  the consent and agreement of the
Holder hereof to all of the terms and provisions of the Indenture. This Security
is one of the  series  designated  on the face  hereof.  All terms  used in this
Security which are not defined herein shall have the meaning assigned to them in
the Indenture.

           Upon the  occurrence  of a Change of  Control  Triggering  Event with
respect to the  Securities  of this series,  each Holder of  Securities  of this
series  shall have the right to require the Company to  purchase  such  Holder's
Securities,  in  whole or in  part,  in  principal  amount  that is an  integral
multiple of $1,000,  pursuant to a Change of Control Offer,  at a purchase price
in cash equal to 101% of the principal  amount  thereof on any Change of Control
Payment Date plus accrued and unpaid interest,  if any, to the Change of Control
Payment Date.

         Within 30  calendar  days  following  any Change of Control  Triggering
Event with respect to the Securities of this series,  the Company shall send, or
cause to be sent, by first-class mail,  postage prepaid,  a notice regarding the
Change of Control  Offer to the Trustee and each  Holder of  Securities  of this
series. The Holder of this Security may elect to have this Security or a portion
hereof in an authorized  denomination  purchased by completing the form entitled
"Option of Holder to Elect Purchase" appearing below and tendering this Security
pursuant  to the Change of Control  Offer.  Unless the  Company  defaults in the
payment of the Change of  Control  Purchase  Price  with  respect  thereto,  all
Securities or portions  thereof  accepted for payment  pursuant to the Change of
Control Offer will cease to accrue interest from and after the Change of Control
Payment Date.

       
     [Provisions  for  redemption  at the option of the Company or pursuant to a
sinking  fund or  analogous  provisions  or at the  option  of the  Holder to be
inserted here.]

         [Notice of  redemption  [(other  than at the  election of the  Holder)]
shall be given by mail to Holders of Securities,  not less than 30 days nor more
than 60 days prior to the date fixed for

                                       -3-

<PAGE>



redemption,  all as provided  in the  Indenture.  As provided in the  Indenture,
notice of  redemption at the election of the Company as aforesaid may state that
such  redemption  shall be conditional  upon the receipt by the Trustee of money
sufficient to pay the principal of and premium, if any, and interest, if any, on
this  Security  on or prior to the date fixed for such  redemption;  a notice of
redemption so conditioned shall be of no force or effect if such money is not so
received  and, in such event,  the Company  shall not be required to redeem this
Security.

         In the  event  of  redemption  of this  Security  in part  only,  a new
Security or Securities of this series, of like tenor, for the unredeemed portion
hereof  will be issued in the name of the Holder  hereof  upon the  cancellation
hereof.]

         If an Event of Default with respect to  Securities of this series shall
occur and be continuing,  the principal of this Security may be declared due and
payable in any manner and with the effect provided in the Indenture.

         The Indenture permits, with certain exceptions as thereby provided, the
Trustee to enter into one or more  supplemental  indentures  for the  purpose of
adding any provisions  to, or changing in any manner or  eliminating  any of the
provisions  of, the Indenture with the consent of the Holders of not less than a
majority in  aggregate  principal  amount of the  Securities  of all series then
Outstanding  under the Indenture,  considered as one class;  provided,  however,
that if there shall be Securities of more than one series  Outstanding under the
Indenture and if a proposed  supplemental  indenture  shall directly  affect the
rights of the Holders of Securities  of one or more,  but less than all, of such
series,  then  the  consent  only of the  Holders  of a  majority  in  aggregate
principal  amount  of the  Outstanding  Securities  of all  series  so  directly
affected,  considered as one class,  shall be required;  and provided,  further,
that if the  Securities  of any series  shall have been  issued in more than one
Tranche and if the proposed  supplemental  indenture  shall directly  affect the
rights of the Holders of Securities  of one or more,  but less than all, of such
Tranches,  then the  consent  only of the  Holders  of a majority  in  aggregate
principal  amount of the  Outstanding  Securities  of all  Tranches  so directly
affected,  considered  as one  class,  shall be  required.  The  Indenture  also
contains provisions permitting the Holders of specified percentages in principal
amount of the  Securities  then  Outstanding,  on behalf of the  Holders  of all
Securities,  to waive  compliance by the Company with certain  provisions of the
Indenture and certain past defaults under the Indenture and their  consequences.
Any such content or waiver by the Holder of this  Security  shall be  conclusive
and binding upon such Holder and upon all future Holders of this Security and of
any  Security  issued upon the  registration  of transfer  hereof or in exchange
therefor or in lieu hereof, whether or not notation of such consent or waiver is
made upon this Security.

         No reference  herein to the Indenture and no provision of this Security
or of the Indenture  shall alter or impair the obligation of the Company,  which
is absolute and unconditional,  to pay the principal of and premium, if any, and
interest,  if any, on this Security at the times, place and rate, in the coin or
currency, and in the manner, herein prescribed.

     As provided in the Indenture and subject to certain limitations therein set
forth, the transfer

                                       -4-

<PAGE>



of this Security is registrable in the Security Register, upon surrender of this
Security  for  registration  of transfer  at the office of Citibank  N.A. in New
York,  New York or other  such  office  or agency  as may be  designated  by the
Company  from  time to time,  duly  endorsed  by,  or  accompanied  by a written
instrument  of transfer  in form  satisfactory  to the Company and the  Security
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing,  and thereupon one or more new  Securities of this series of authorized
denominations and of like tenor and aggregate  principal amount,  will be issued
to the designated transferee or transferees.

         The   Securities  of  this  series  are  issuable  only  as  registered
Securities,  without coupons,  in denominations of $[________] and any amount in
excess  thereof  that is an  integral  multiple  of $1,000.  As  provided in the
Indenture and subject to certain  limitations  therein set forth,  Securities of
this series are exchangeable for a like aggregate principal amount of Securities
of this  series,  of any  authorized  denominations,  as requested by the Holder
surrendering  the same,  and of like tenor upon  surrender  of the  Security  or
Securities to be exchanged at the office of Citibank N.A. in New York,  New York
or other such office or agency as may be  designated by the Company from time to
time.

         The Company  shall not be required to (a)  register  the transfer of or
exchange  Securities  of this  series  during  a period  of 15 days  immediately
preceding  the date  notice  is given  identifying  the  serial  numbers  of the
Securities of this series called for  redemption or (b) to register the transfer
of or exchange  any  Security so selected  for  redemption  in whole or in part,
except the unredeemed portion of any Security being redeemed in part.

         No service charge shall be made for any such  registration  of transfer
or exchange,  but the Company may require  payment of a sum  sufficient to cover
any tax or other governmental charge payable in connection therewith.

         Prior to due presentment of this Security for registration of transfer,
the  Company,  the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this  Security  is  registered  as the  absolute  owner
hereof for all purposes,  whether or not this  Security be overdue,  and neither
the  Company,  the Trustee nor any such agent shall be affected by notice to the
contrary.

         THE INDENTURE AND THE SECURITIES  SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

         As used herein,  "Business Day" means any day, other than a Saturday or
Sunday,  which is not a day on which banking  institutions or trust companies in
the  State of New York or the city in which is  located  any  office  or  agency
maintained for the purpose of principal of or premium,  if any, or interest,  if
any,  on this  Security,  are  authorized  or  required  by law,  regulation  or
executive  order to remain  closed.  All other terms used in this Security which
are defined in the  Indenture  shall have the  meanings  assigned to them in the
Indenture.


                                       -5-

<PAGE>



         As provided in the Indenture,  no recourse shall be had for the payment
of the principal of or premium, if any, or interest,  if any, on any Securities,
or any part  thereof,  or for any claim based  thereon or  otherwise  in respect
thereof,  or of the Indebtedness  represented  thereby,  or upon any obligation,
covenant or agreement  under the  Indenture,  against and no personal  liability
whatsoever  shall attach to, or be Incurred by, any  incorporator,  stockholder,
officer or director,  as such, past,  present or future of the Company or of any
predecessor or successor  corporation (either directly or through the Company or
a predecessor or successor corporation), whether by virtue of any constitutional
provision,  statute or rule of law, or by the  enforcement  of any assessment or
penalty  or  otherwise;  it  being  expressly  agreed  and  understood  that the
Indenture and all of the Securities are solely  corporate  obligations  and that
any such  personal  liability  is hereby  expressly  waived  and  released  as a
condition  of,  and as part  of the  consideration  for,  the  execution  of the
Indenture and the issuance of the Securities.

         Unless the  certificate of  authentication  hereon has been executed by
the  Trustee by manual  signature,  this  Security  shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any purpose.


                                       -6-

<PAGE>



         IN WITNESS  WHEREOF,  the Company has caused this instrument to be duly
executed under its corporate seal.


Dated:

                                             360 COMMUNICATIONS COMPANY


                                             By:


Countersigned:


By:




         This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.


Dated:

                                             Citibank N.A.,
                                             as Trustee


                                             By:
                                                     Authorized Signatory





                                       -7-

<PAGE>



         FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers
unto
         [please insert social security or other
         identifying number of assignee]



               [please print or type name and address of assignee]




     the  within  Security  of  360  COMMUNICATIONS   COMPANY  and  does  hereby
irrevocably  constitute and appoint , Attorney, to transfer said Security on the
books of the  within-mentioned  Company,  with full power of substitution in the
premises.


Dated:



                    Notice: The signature to this assignment
                    must correspond with the name as written
                     upon the face of the Security in every
                        particular without alteration or
                      enlargement or any change whatsoever.




                                       -8-

<PAGE>


                       OPTION OF HOLDER TO ELECT PURCHASE
                             (check as appropriate)

[]       In connection with the Change of Control Offer made pursuant to Section
         1001 of the Indenture, the undersigned hereby elects to have


         []       the entire principal amount; or

         []       $                  ($1,000 in principal amount or an integral
                   -----------------
                  multiple thereof) of this Security

         repurchased by the Company.  The undersigned hereby directs the Trustee
         or Paying  Agent to pay it or an  amount  in cash  equal to 101% of the
         principal  amount  indicated  above plus  accrued  and unpaid  interest
         thereon, if any, to the Change of Control Payment Date.

[]       In connection with the Prepayment Offer made pursuant to Section 607 of
         the Indenture, the undersigned hereby elects to have

         []       the entire principal amount; or

         []       $                  ($1,000 in principal amount or an integral
                   -----------------
                  multiple thereof) of this Security

         repurchased by the Company.  The undersigned hereby directs the Trustee
         or Paying  Agent to pay it or an  amount  in cash  equal to 100% of the
         principal  amount  indicated  above plus  accrued  and unpaid  interest
         thereon, if any, to the Purchase Date.

Dated:



Signature of Holder                         Signature Guaranteed:
                                            Member of Securities Transfer Agent
                                            Medallion Program


NOTICE:  The signature to the foregoing  must  correspond to the name as written
upon the face of this Security in every  particular,  without  alteration or any
change whatsoever.
