OPERATING AGREEMENT



                                       of



                          CINCINNATI BELL WIRELESS, LLC



                                     between



                             AT&T WIRELESS PCS INC.



                                       and



                        CINCINNATI BELL WIRELESS COMPANY



                          Dated as of December 31, 1998



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                             OPERATING AGREEMENT OF



                          CINCINNATI BELL WIRELESS, LLC



          OPERATING AGREEMENT, dated as of December 31, 1998 (the "Effective

Date"), by and between AT&T Wireless PCS Inc., a Delaware corporation ("AT&T

PCS"), and an indirect wholly owned subsidiary of AT&T Corp., a New York

corporation ("AT&T"), and Cincinnati Bell Wireless Company, an Ohio corporation

("CBW"), and a wholly owned subsidiary of Cincinnati Bell Inc., an Ohio

corporation ("CBI").



          WHEREAS, AT&T and CBI have a long standing business relationship

covering the provision of various goods and services by one party to the other

party, and AT&T and CBI may expand their relationship to include developing and

marketing a wide range of telecommunications related services (including local,

long distance and bundled services), both within and outside the Cincinnati,

Ohio area; and



          WHEREAS, it is becoming increasingly important to provide 7wireless

communications services in the Territory (as hereinafter defined) and to

integrate such services with similar services on a national basis;



          WHEREAS, AT&T PCS and CBW have concluded that it will be in their best

interests, and the best interests of the public, to form the Company (as

hereinafter defined) for the purpose of acquiring, owning, operating, managing,

maintaining, and constructing for profit a PCS System (as hereinafter defined)

in the Territory which shall conduct its operations under the "Approved Licensee

Marks" together with the "Licensed Marks" as set forth in the Network Membership

License Agreement executed by the Company and AT&T (so long as such Network

Membership License Agreement remains in effect), and, in furtherance thereof,

AT&T PCS and CBW wish to become Members (as hereinafter defined) in the Company;



          WHEREAS, AT&T and its Affiliates have a nationwide wireless

telecommunications presence which can provide the Company with substantial

benefits and efficiencies of experience and resources through the arrangements

described herein and, it is the intention of the parties that the Company's PCS

System be operated as part of the AT&T national mobile wireless network; and



          WHEREAS, CBW and its Affiliates have a presence in the Territory which

can provide the Company with substantial benefits and efficiencies of experience

and resources through the arrangements described herein.



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          NOW, THEREFORE, in consideration of the mutual promises and covenants

herein contained, it is hereby agreed as follows:



                                    ARTICLE 1

                                     GENERAL



          1.1 Name. The name of the Company shall be Cincinnati Bell Wireless,

LLC.



          1.2 Principal Place of Business. The Company's principal office and

place of business shall be located in greater Cincinnati, Ohio. The principal

office and place of business may be changed from time to time, and other offices

and places of business may be established from time to time, by the Member

Committee with notice to the Members.



          1.3 Term. The term of the Company commenced on the Effective Date and

shall be perpetual.



          1.4 Purpose and Powers.



          (a) The purposes of the Company ("Purpose") are to:



              (i) establish and conduct the Business;



              (ii) enter into the Related Agreements to which the Company is a

party; and



              (iii) do all things reasonably necessary or advisable in

connection with the above.



          (b) (i) The Company shall have the power and authority to take any and

all actions necessary or advisable to or for the furtherance of the Purpose.



              (ii) The Company and CBW on behalf of the Company, may enter into

the Related Agreements to which the Company is a party (and any other key

agreements the Company will execute at the closing) without any further act,

vote or approval of any Member or any Representative or the Member Committee

notwithstanding any other provision of this Agreement, the Act or other

applicable law. CBW is hereby authorized to enter into on behalf of the Company

the documents described in the immediately preceding sentence but such

authorization shall not be deemed a restriction on the power of the Member

Committee to authorize any other Person to enter into other documents on behalf

of the Company in accordance with this Agreement.



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          (c) The foregoing provisions of this Section 1.4 shall not be

construed to authorize the Company to, and the Company shall not, and the

Members agree that the Company shall not, engage in any activities other than

the foregoing (and in particular expanding or changing the scope of the Business

beyond that contemplated by the definition thereof) without the consent of each

of the Members, which they may withhold in their sole discretion.



          1.5 Filings. The Member Committee shall cause to be executed, filed

and published all such certificates, notices, statements or other instruments,

and amendments thereto under the laws of the State of Ohio and other applicable

jurisdictions as the Member Committee may deem necessary or advisable for the

operation of the Company and CBW, acting alone, shall be an authorized person

for the purpose of executing any such certificates, notices, statements or other

instruments. Notwithstanding the foregoing or any other provision of this

Agreement, the parties hereto authorize, ratify and direct CBW, as an authorized

person to execute, deliver and file the original articles of organization of the

Company with the office of the Secretary of State of the State of Ohio.



          1.6 Sole Agreement. The parties intend that their obligations to each

other and the scope of their joint enterprise be as set forth in this Agreement

and the Related Agreements, and that no further authority to bind the other or

the Company or any liabilities to each other or any third party be inferred from

the relationships described in such agreements.



          1.7 Definitions. Capitalized terms used in this Agreement without

other definition shall, unless expressly stated otherwise, have the meanings

specified in this Section 1.7.



          "Act" means the Ohio Limited Liability Company Act, as amended from

time to time.



          "Adjusted Capital Account Deficit" means, with respect to any Member,

the deficit balance, if any, in such Member's Capital Account as of the end of

the relevant fiscal year, after giving effect to the following adjustments:



          (i) such Capital Account shall be deemed to be increased by any

      amounts which such Member is obligated to restore to the Company (pursuant

      to this Agreement or otherwise) or is deemed to be obligated to restore

      pursuant to the second to last sentences of Treasury Regulation sections

      1.704-2(g)(1) and 1.704-2(i)(5) (relating to allocations attributable to

      nonrecourse debt); and



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          (ii) such Capital Account shall be deemed to be decreased by the items

       described in Treasury Regulation sections 1.704-1(b)(2)(ii)(d)(4), (5)

       and (6).



The foregoing definition of Adjusted Capital Account Deficit is intended to

comply with the provisions of Treasury Regulation section 1.704-1(b)(2)(ii)(d)

and shall be interpreted and applied consistently therewith.



          "Adopted Service Features" means the features set forth on Schedule

6.12 and additional service features that are adopted by the Company's PCS

System in accordance with the terms of Section 6.12.



          "Affiliate" means, when used with reference to a specified Person, (i)

any Person that directly or indirectly controls or is controlled by or is under

common control with the specified Person, and (ii) any Person that is an officer

or director of, a general partner in or a trustee of, or serves in a similar

capacity with respect to, the specified Person or any Person described in clause

(i) or of which the specified Person or any Person described in clause (i) is a

director, officer, general partner or trustee, or with respect to which the

specified Person or any Person described in clause (i) serves in a similar

capacity; provided, that the Company shall be deemed not to be an Affiliate of

any of the Members or any of their respective Affiliates, and none of the AT&T

PCS Member Group shall be deemed to be an Affiliate of any of the CBW Member

Group. For purposes of this definition, the term "control" (including the terms

"controlling," "controlled by" and "under common control with") of a Person

means the possession, direct or indirect, of the power to (i) vote 50% or more

of the voting securities of such Person or (ii) direct or cause the direction of

the management and policies of such Person, whether by contract or otherwise.



          "Agreement" means this Operating Agreement, as amended, modified,

supplemented or restated from time to time.



          "Agents" is defined in Section 6.6.



          "AT&T" is defined in the first paragraph hereof.



          "AT&T PCS" is defined in the first paragraph hereof.



          "AT&T PCS Member Group" means AT&T PCS and its Affiliates and any

other Persons that are admitted as Members in accordance with Article 7 upon the

transfer of an Interest or portion thereof originally owned by a Member of the

AT&T PCS Member Group.



          "Bankruptcy" means with respect to any Member:



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          (i) the filing by such Member of a voluntary petition seeking

liquidation, dissolution, reorganization, rearrangement or readjustment, in any

form, of its debts under Title 11 of the United States Code (or corresponding

provisions of future laws) or any other bankruptcy or insolvency law, or such

Member's filing an answer consenting to, or acquiescing in any such petition;



          (ii) the making by such Member of any assignment for the benefit of

its creditors, or the admission by such Member in writing of its inability to

pay its debts as they mature;



          (iii) the expiration of 120 days after the filing of an involuntary

petition under Title 11 of the United States Code (or corresponding provisions

of future laws), an application for the appointment of a receiver for the assets

of such Member, or an involuntary petition seeking liquidation, dissolution,

reorganization, rearrangement or readjustment of its debts or similar relief

under any bankruptcy or insolvency law, provided that the same shall not have

been vacated, set aside or stayed within such 120 day period; or



          (iv) the entry of an order for relief against such Member under Title

11 of the United States Bankruptcy Code.



The foregoing is intended to supersede and replace the events listed in Section

1705.15(c) of the Act.



     "Book Value" means, with respect to any asset of the Company, the asset's

adjusted basis as of the relevant date for federal income tax purposes except as

follows:



          (i) the initial Book Value of any asset contributed by a Member to the

Company shall be the Fair Market Value of such asset, as determined by the

contributing Member and the Company with the concurrence of the Members other

than the contributing Member;



          (ii) the Book Values of all Company assets (including intangible

assets such as goodwill) shall be adjusted to equal their respective Fair Market

Values as of the following times:



               (A) the acquisition of an additional Interest by any new or

existing Member in exchange for more than a de minimis capital contribution

other than pursuant to Section 2.2(c)(i);



               (B) the distribution by the Company to a Member of more than a de

minimis amount of Company property other than money, whether in



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liquidation of the Company or otherwise, or a distribution in complete

liquidation of the Interest of a Member; provided that in connection with a

distribution other than in liquidation of the Company, only the Book Value of

the distributed asset shall be adjusted if the Member Committee determines that

such adjustment will be sufficient to reflect the relative Interests of the

Members; and



               (C) the termination of the Company for federal income tax

purposes pursuant to Code section 708(b);



          (iii) the Book Value of any Company asset distributed to any Member

shall be the Fair Market Value of such asset on the date of distribution;



          (iv) if the Book Value of an asset has been determined or adjusted

pursuant to clause (i) or clause (ii) above, such Book Value shall thereafter be

adjusted by the Depreciation taken into account with respect to such asset for

purposes of computing Profits and Losses, and other items allocated pursuant to

Section 3.3.



The foregoing definition of Book Value is intended to comply with the provisions

of Treasury Regulation section 1.704-1(b)(2)(iv) and shall be interpreted and

applied consistently therewith.



          "Business" means the business of (a) owning, constructing and

operating a system to provide Company Communications Services, using the PCS

frequencies licensed to the Company for Commercial Mobile Radio Services and

contributed to the Company by AT&T PCS pursuant to Section 2.2, in the

Territory, (b) marketing and providing such Services to resellers and end-users

solely within the Territory, (c) providing in connection with such Company

Communications Services, the Adopted Service Features as well as other mobile

and portable communications services in the Territory and local exchange

services provided by CBI and its Affiliates, in each case obtained by the

Company as a reseller or provided by others but combined in a joint offering by

the Company with its Company Communications Services and, with the consent of

all of the Representatives on the Member Committee, providing other voice,

messaging and data communications services and (d) owning and operating retail

stores that offer for sale such services and related equipment. The activities

described in clauses (a) and (b) shall be the indispensable requisite, and

primary business, of the Company.

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