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                                                                   EXHIBIT 10.16

                     AMENDMENT OF THE PAGING NETWORK, INC.
                               SEVERANCE PAY PLAN


     WHEREAS, Paging Network, Inc. (the "Company") maintains the Paging
Network, Inc. Severance Pay Plan (the "Plan"); and

     WHEREAS, amendment of the Plan is now desirable;

     NOW, THEREFORE, IT IS RESOLVED that, pursuant to the amending power
reserved to the Board of Directors of the Company (the "Board") pursuant to
subsection 7.1(b), the Plan be, and it hereby is, amended in the following
particulars:

1.   Effective as of the date of the adoption of this amendment by the Board, by
     modifying Section 4.5 to read in its entirety as follows:

     4.5  Severance Benefits. If a Participant becomes entitled to severance
          benefits in accordance with the provisions of subsection 4.1 the
          Participant shall continue to receive medical insurance, disability
          income protection, life insurance protection and death benefits, and
          perquisites for a period of not less than the 12 consecutive months
          immediately following the date of termination of employment, with
          substantially similar coverage and at no additional cost to the
          Participant than as such benefits were provided to such Participant
          immediately prior to the Change in Control. Any Participant described
          in the first sentence of this subsection 4.5 shall be further entitled
          to a lump sum payment in cash no later than ten business days after
          the date of termination equal to:

               (a)  If the Participant holds the position of Chairman and Chief
                    Executive Officer, President and Chief Operating Officer,
                    Executive Vice President and Chief Administrative Officer or
                    Senior Vice President and Chief Financial Officer of the
                    Company, or President and Chief Operating Officer of Vast
                    Solutions, Inc., as of the date of the Change in Control,
                    then three hundred percent (300%) of the Participant's Base
                    Severance Amount; or

               (b)  If the Participant holds the position of Regional Sales Vice
                    President or higher (but is not designated in subparagraph
                    (a)), as of the date of the Change in Control, then two
                    hundred percent (200%) of the Participant's Base Severance
                    Amount; or

               (c)  If the Participant holds the position of Director or higher
                    (but less than Regional Sales Vice President) as of the date
                    of the Change in Control, one hundred percent (100%) of the
                    Participant's Base Severance Amount; or
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               (d) for all other Participants, then fifty percent (50%) of the
                   Participant's Base Severance Amount, as defined below;"

2.   Effective as of the date of the adoption of this amendment by the Board,
     by adding the word "or" at the end of subsection 4.4(d) and adding the
     following new subsection (e) in Section 4.4:

          "(e) with respect solely to employees of Vast Solutions, Inc., a
     wholly-owned subsidiary of the Company ("Vast"), Vast is not spun-off as a
     separate entity in conjunction with the merger of the Company with Arch
     Communications, Inc. ("Arch") and Arch determines to discontinue the
     operations of Vast as a whole within 12 months of the completion of such
     merger."



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