


                              CERTIFICATE OF MERGER

                            PINNACLE MERGER SUB, INC.

                                      INTO

                           360 COMMUNICATIONS COMPANY

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                     Pursuant to Section 251 of the General
                    Corporation Law of the State of Delaware

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         360 Communications Company, a Delaware Corporation, hereby certifies as
follows  with  respect to the  merger of  Pinnacle  Merger  Sub,  Inc.  into 360
Communications Company (the "Merger"):

         FIRST:  The names of the  constituent  corporations  to the  Merger are
Pinnacle  Merger Sub,  Inc. and 360  Communications  Company.  Each  constituent
corporation is incorporated under the laws of the State of Delaware.

         SECOND:  An  Agreement  and Plan of Merger,  dated as of March 16, 1998
(the "Merger Agreement"),  has been approved, adopted,  certified,  executed and
acknowledged by each  constituent  corporation in accordance with Section 251 of
the General Corporation Law of the State of Delaware.

         THIRD:  The name of the  surviving  corporation  of the  Merger is "360
Communications Company" (the "Surviving Corporation").

         FOURTH:  The Amended and  Restated  Certificate  of  Incorporation  and
Amended and Restated Bylaws of 360 Communications  Company in effect on the date
hereof shall be the  certificate of  incorporation  and by-laws of the Surviving
Corporation.

         FIFTH:  An  executed  copy of the  Merger  Agreement  is on file at the
principal place of business of the Surviving Corporation,  8725 W. Higgins Road,
Chicago, Illinois 60631.

         SIXTH:  A  copy  of the  Merger  Agreement  will  be  furnished  by the
Surviving  Corporation on request and without cost to any  stockholder of either
constituent corporation.

         SEVENTH:  That the Merger shall be effective as of 12:01 a.m.,  eastern
time, on July 1, 1998.

         IN WITNESS WHEREOF, 360 Communications  Company caused this Certificate
of Merger to be executed in its corporate  name by its President as of this 30th
day of June, 1998.

                                       360 COMMUNICATIONS COMPANY


                                       By:   /s/ Dennis E. Foster
                                                Dennis E. Foster
                                                President

