[Exhibit 10(a)(20)]


                       VANGUARD CELLULAR SYSTEMS, INC.

             SEVERANCE AGREEMENT FOR SENIOR MANAGEMENT EMPLOYEES



         THIS AGREEMENT, dated as of                by and between VANGUARD
CELLULAR SYSTEMS, INC., a North Carolina corporation (the "Company"),
and                        , a senior management employee of the
Company (the "Employee").
         WHEREAS, the Company maintains a Senior Management Severance Plan
(the "Plan"); and
         WHEREAS, the Company has offered to the Employee the opportunity
of participating in the Plan on the terms and conditions of the Plan
and of this Agreement and the Employee desires to participate on such
terms and conditions;
         NOW, THEREFORE, in consideration of the premises and other good
and valuable consideration receipt of which is hereby acknowledged, it
is agreed:
         1.  PLAN PARTICIPATION.  The Company hereby designates the
Employee a Participant under the Plan (a copy of which is attached to
and made a part of this Agreement) and shall be  entitled to all
rights and subject to all the terms of the Plan.
         2.  COVENANTS NOT TO COMPETE; OTHER PROVISIONS.  The Employee
hereby acknowledges and agrees that, by entering into this Agreement,
he is subject to and bound by all provisions of the Plan, including
without limitation the provisions of Section 6 thereof, entitled
"Covenants Not To Compete" to which he specifically agrees. 
         3.  INJUNCTIVE RELIEF.  The Employee acknowledges and agrees that
the Company would suffer irreparable injury in the event of a breach
by him of any of the provisions of Section 6 of the Plan and that the
Company shall be entitled to an injunction restraining him from any
breach or threatened breach thereof.  Nothing herein shall be
construed, however, as prohibiting the Company from pursuing any other
remedies at law or in equity that it may have for any such breach or
threatened breach of any provision of said Section 6 or otherwise,
including the recovery of damages from the Employee.
         4.  EMPLOYMENT RIGHTS.  The Employee acknowledges that this
Agreement does not confer upon him any right to continued employment
with the Company or any of its subsidiaries.
         5.  SUCCESSORS AND ASSIGNS.  This Agreement shall be binding upon
and shall inure to the benefit of the Employee and his personal
representatives, estate and heirs and to the Company and its
successors and assigns, including without limitation any corporation
or other entity with which the Comany may merge or to which it may
transfer all or substantially all of its assets and business (by
operation of law or otherwise).  The Employee may not assign this
Agreement or any part hereof without the prior written consent of the
Company, which consent may be withheld by the Company for any reason
it deems appropriate.
         6.  AMENDMENT; WAIVER.  No provision of this Agreement or the
Plan may be amended or modified in any manner that adversely  affects
the rights of the Employee hereunder except in writing signed by the
Employee.  No waiver by either party of any breach by the other party
of any provision of this Agreement shall be deemed a waiver of any
other breach.
         7.  NOTICES.  All notices or other communications given pursuant
to this Agreement shall be in writing and either delivered personally,
by confirmed facsimile, by confirmed overnight delivery or by prepaid
registered or certified mail, return receipt requested.  Notices and
other communications mailed to the Employee shall be addressed to his
last address as shown on the personnel records of the Company, and
notices and other communications to the Company shall be addressed to
Vanguard Cellular Systems, Inc., 2002 Pisgah Church Road, Suite 300,
Greensboro, North Carolina 27408, Attn: President.  Either party may
change the address to which notices are to be mailed pursuant to this
Section 7, by written notice given in accordance herewith.
         8.  SEVERABILITY.  If any one or more of the provisions contained
in this Agreement shall be invalid, illegal, or unenforceable in any
respect under any applicable law, the validity, legality and
enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.
         9.  GOVERNING LAW.  This Agreement shall be governed by and
construed in accordance with the laws and judicial decisions of the
State of North Carolina.
         IN WITNESS WHEREOF, the parties have executed this Agreement on
the day and year first above written.


                                 VANGUARD CELLULAR SYSTEMS, INC.


                                 By:                                 

                                                               (SEAL)
                                 Employee