AMENDMENT NUMBER 3 TO CELLCO PARTNERSHIP AMENDED AND RESTATED PARTNERSHIP AGREEMENT

EXHIBIT 3.3.3

AMENDMENT NUMBER 3 TO CELLCO PARTNERSHIP
AMENDED AND
RESTATED PARTNERSHIP AGREEMENT

     This Amendment dated as of February 26, 2004 (the “Amendment”), by and among Xxxx Atlantic Cellular Holdings, L.P., NYNEX PCS, Inc., PCSCO Partnership, GTE Wireless of Ohio Incorporated, GTE Wireless Incorporated, GTE Consumer Services Incorporated, PCS Nucleus, L.P. and JV PartnerCo, LLC.

WITNESSETH:

     WHEREAS, the undersigned constitute all of the current parties to that certain Cellco Partnership Amended and Restated Partnership Agreement dated as of April 3, 2000 by and among the members of the Xxxx Atlantic Group and the members of the Vodafone Group (as further amended as of July 10, 2000, and July 24, 2003, the “Partnership Agreement”), it being the case that prior to the date hereof (i) AirTouch Paging, then a member of the Vodafone Group, was merged with and into JV PartnerCo, LLC, another member of the Vodafone Group, and (ii) GTE Wireless of the South Incorporated, then a member of the Xxxx Atlantic Group, was merged with and into GTE Wireless Incorporated, another member of the Xxxx Atlantic Group; and

       WHEREAS, the undersigned desire to amend the Partnership Agreement as set forth herein.

     NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the parties hereto do hereby agree as follows (capitalized terms used but not defined herein have the meanings ascribed to such terms in the Partnership Agreement):

1. Amendment to the Partnership Agreement.

     Section 7.1 (a) of the Partnership Agreement is hereby amended and restated to read in its entirety as follows:

     "(a) Dispositions of Section 704(c) Assets. From and after April 3, 2000, if the Company disposes of a Section 704(c) Asset, the Company shall distribute to any Partner who recognizes gain under IRC Section 704(c) as a result of such disposition an amount equal to the product of (A) the amount of the IRC Section 704(c) gain attributable to the remaining difference between the Agreed Value and the adjusted tax basis, and (B) the Tax Rate; provided, however, that to the extent a Partner has an adjustment under IRC Section 743(b) that offsets such IRC Section 704(c) gain, no distribution shall be made under this Section 7.1(a). Section 6.8(c) shall apply to any distribution pursuant to this Section 7.1(a)."

2. Miscellaneous.

(a)	The laws of the State of Delaware shall govern the validity, interpretation, construction, performance, and enforcement of this Agreement, excluding the choice of laws provisions of the State of Delaware.
(b)	Except as modified herein, all other terms and provisions of the Partnership Agreement (including the Schedules thereto) are unchanged and remain in full force and effect.
(c)	This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. This Agreement shall become effective when each party to this Agreement shall have received a counterpart hereof signed by the other party to this Agreement.
(d)	This Amendment shall be binding upon any permitted assignee, transferee, successor or assign to any of the parties hereto.

      IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed by their duly authorized representatives effective as of the date first written above.

XXXX ATLANTIC CELLULAR HOLDINGS, L.P.
By:	/s/ Xxxxx X. Xxxxxxx
	Name: Xxxxx X. Xxxxxxx
	Title: Vice President and Treasurer
NYNEX PCS INC.
By:	/s/ Xxxxx X. Xxxxxxx
	Name: Xxxxx X. Xxxxxxx
	Title: Vice President and Treasurer
PCSCO PARTNERSHIP
By:	/s/ Xxxxx X. Xxxxxxx
	Name: Xxxxx X. Xxxxxxx
	Title: Vice President and Treasurer
PCS NUCLEUS, L.P.
By:	AirTouch PCS Holding, Inc., its general partner
By:	/s/ Xxxxxx X. Xxxxxxxxx
	Name: Xxxxxx X. Xxxxxxxxx
	Title: President
JV PARTNERCO, LLC
By:	Vodafone Americas Inc., its sole member
By:	/s/ Xxxx Xxxxxx
	Name: Xxxx Xxxxxx
	Title: Chief Financial Officer & Treasurer
GTE WIRELESS INCORPORATED
By:	/s/ Xxxxx X. Xxxxxxx
	Name: Xxxxx X. Xxxxxxx
	Title: Vice President and Treasurer
By:	/s/ Xxxxxxxx Xxxxxxxxx
	Name: Xxxxxxxx Xxxxxxxxx
	Xxxxx: Assistant Secretary

GTE CONSUMER SERVICES INCORPORATED
By:	/s/ Xxxxx X. Xxxxxxx
	Name: Xxxxx X. Xxxxxxx
	Title: Vice President and Treasurer
By:	/s/ Xxxxxxxx Xxxxxxxxx
	Name: Xxxxxxxx Xxxxxxxxx
	Xxxxx: Assistant Secretary
GTE WIRELESS OF OHIO INCORPORATED
By:	/s/ Xxxxx X. Xxxxxxx
	Name: Xxxxx X. Xxxxxxx
	Title: Vice President and Treasurer
By:	/s/ Xxxxxxxx Xxxxxxxxx
	Name: Xxxxxxxx Xxxxxxxxx
	Xxxxx: Assistant Secretary