FORM OF CERTIFICATE OF DESIGNATIONS, PREFERENCES
                 AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER
                      SPECIAL RIGHTS OF SERIES F PREFERRED
                          STOCK OF ARCH WIRELESS, INC.

                         Pursuant to Section 151 of the
                        Delaware General Corporation Law

      Arch Wireless, Inc., a Delaware corporation (the "Corporation"), pursuant
to Section 151(g) of the General Corporation Law of the State of Delaware, files
this Certificate of Designations setting forth a copy of a resolution duly
adopted by the Board of Directors of the Corporation, which resolution remains
in full force and effect as of the date hereof, to establish, pursuant to
authority expressly vested in the Board of Directors by Article Fourth of the
Restated Certificate of Incorporation of the Corporation, the voting powers,
designations, preferences and rights of One Million Two Hundred Fifty Thousand
(1,250,000) shares of the authorized Preferred Stock of the Corporation to be
designated as "Series F Cumulative Redeemable Preferred Stock":

            WHEREAS, the Board of Directors of the Corporation is authorized,
      within the limitations and restrictions stated in the Restated Certificate
      of Incorporation, to fix by resolution or resolutions the designation of
      one or more series of the Corporation's Preferred Stock, $0.01 par value
      per share, and the powers, preferences and relative, participating,
      optional or other special rights and qualifications, limitations or
      restrictions thereof, including, without limiting the generality of the
      foregoing, such provisions as may be desired concerning voting,
      redemption, dividends, dissolution or the distribution of assets,
      conversion or exchange, and other subjects or matters as may be fixed by
      resolution or resolutions of the Board of Directors under the General
      Corporation Law of the State of Delaware; and

            WHEREAS, it is the desire of the Board of Directors of the
      Corporation, pursuant to its authority as aforesaid, to authorize and fix
      the terms of a series of preferred stock and the number of shares
      constituting such series;

                  NOW, THEREFORE, BE IT

                  RESOLVED, that the Board of Directors does create, authorize
            and provide for the issuance of a series of the Corporation's
            Preferred Stock, $0.01 par value per share, consisting of One
            Million Two Hundred Fifty Thousand (1,250,000) shares of the
            authorized Preferred Stock of the Corporation to be designated as
            "Series F Cumulative Redeemable Preferred Stock", with the voting
            powers, designations, preferences and rights specified below:

      Section 1. DESIGNATION. One Million Two Hundred Fifty Thousand (1,250,000)
shares of the Corporation's Preferred Stock shall be designated as "Series F
Cumulative Redeemable Preferred Stock." The Series F Cumulative Redeemable
Preferred Stock (the "Series F Preferred Stock") shall sometimes be referred to
herein, together with the Corporation's existing Series B Junior Participating

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Preferred Stock and Series C Convertible Preferred Stock collectively, as the
"Preferred Stock."

      Section 2. DIVIDENDS. The holders of Series F Preferred Stock shall be
entitled to receive dividends as described in this Section 2.

            (a) PRIORITY OF DIVIDENDS. Subject to the rights of the holders of
Series C Convertible Preferred Stock which shall rank prior and superior to the
Series F Preferred Stock with respect to liquidation and dividends, and subject
to the rights of any other class or series of authorized preferred stock which
may from time to time come into existence after the date hereof, no dividends
shall be declared or set aside for the Corporation's Common Stock, par value
$0.01 per share (the "Common Stock"), or any class or series of securities
junior in rank in terms of liquidation preferences to the Series F Preferred
Stock, including the Corporation's existing Class B Common Stock, par value $.01
per share, and Series B Junior Participating Preferred Stock (together with the
Common Stock, the "Junior Stock"), unless prior thereto all accrued and unpaid
dividends on the Series F Preferred Stock shall be declared, set aside and paid
on all of the then outstanding shares of Series F Preferred Stock. The right of
the holders of Series F Preferred Stock to receive dividends and any other
distributions in respect of the Series F Preferred Stock shall be (i) junior in
rank to the right of the holders of Series C Convertible Preferred Stock to
receive any and all dividends and (ii) pari passu with the right of the holders
of any other class or series of securities now or hereafter equal in rank in
terms of liquidation preferences to the Series F Preferred Stock ("Parity
Stock") to receive dividends on Parity Stock if the terms of such Parity Stock
include the payment of dividends. In the event that, after declaration of a cash
dividend on the Series F Preferred Stock, funds legally available for
distribution to holders of Series F Preferred Stock and Parity Stock on any
Dividend Payment Date (as defined in Section 2(b)) are insufficient to fully pay
the dividend due and payable on such Dividend Payment Date to all holders of
outstanding Series F Preferred Stock and Parity Stock, then all funds legally
available for distribution shall be paid to holders of Series F Preferred Stock
and Parity Stock in proportion to the respective amounts of cash dividends owed
to such holders. Any remaining dividend amount owed to holders of the Series F
Preferred Stock shall be accrued in accordance with Section 2(b) or may be paid,
at the Corporation's election, in the form of a Stock Dividend (as defined in
Section 2(b)).

      Except as provided above, the Corporation shall not declare or pay any
dividends or distributions on, or redeem, repurchase, accept or otherwise
acquire for value, any shares of Junior Stock or Parity Stock (any of the
foregoing, a "Restricted Payment") if all accrued and unpaid dividends on all
the then outstanding shares of Series F Preferred Stock and Parity Stock have
not been paid in full, unless the Corporation shall have first offered, and
provided evidence of its ability to pay, in cash, to the holders of the Series F
Preferred Stock and Parity Stock all such dividends on the Series F Preferred
Stock and Parity Stock. The holders of a majority of the then outstanding shares
of Series F Preferred Stock may accept or reject such offer in their sole
discretion, which decision shall be binding upon all holders of Series F
Preferred Stock. If such offer is made, the Corporation may make such Restricted
Payment. Notwithstanding the foregoing, the foregoing provisions of Section 2(a)
shall not apply in the event the Corporation shall dividend or otherwise
distribute rights to all holders of Common Stock entitling the holders thereof
to subscribe for or purchase shares of capital stock of the Corporation, which
rights (i) until the occurrence of a specified event or events are deemed to be


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transferred with such shares of Common Stock and are not exercisable and (ii)
are issued in respect of future issuances of Common Stock ("Rights"). In such
event, the holders of shares of Series F Preferred Stock shall be entitled to
receive any such Rights with respect to any shares of Common Stock that the
Corporation may issue as payment (a) of dividends on the Series F Preferred
Stock or (b) of the redemption/conversion price in the event the Series F
Preferred Stock is redeemed/converted as provided herein, in each case no later
than the date such Rights separate from the Common Stock or otherwise become
exercisable (the "Distribution Date") and then only to the extent such Rights
have not been redeemed or terminated or have otherwise expired.

            (b) DIVIDEND RATE; FORM OF DIVIDEND PAYMENT; DIVIDEND PAYMENT DATES.
Each holder of the Series F Preferred Stock shall be entitled to receive when,
as and if declared by the Board of Directors, out of funds legally available
therefor, cumulative cash dividends, subject to the prior and superior rights of
Series C Convertible Preferred Stock but in preference and priority to dividends
on any Junior Stock, that shall accrue on the Liquidation Price (as defined in
Section 3(a)) of each share of the Series F Preferred Stock at the rate of
twelve percent (12%) per annum, as described in Section 3(c) below, from and
including the date of the Dividend Commencement Date (as defined below) to and
including the date on which the Liquidation Price (as defined in Section 3(a))
of such share is paid in full to the holder of such share pursuant to Section 3.
At the Corporation's option, so long as shares of the Common Stock remain listed
on the Nasdaq National Market ("NNM") or are listed on a national securities
exchange, dividends may be paid in Fully Registered (as such term is defined
herein), fully paid and nonassessable shares of the Common Stock (together with
any associated Rights) with a value equal to the dividend amount (a "Stock
Dividend") in lieu of cash. As used herein, "Fully Registered" shares of Common
Stock shall include shares of Common Stock with respect to which the Corporation
has filed a registration statement with the Securities and Exchange Commission
for the resale of such shares by the holders thereof and which registration
statement remains effective and as to which such holders would otherwise be
permitted to effect the resale of such shares under applicable federal and state
securities laws. For purposes of payment, the value of the Common Stock shall be
deemed to be equal to the Market Price (as hereinafter defined) for the ten (10)
trading days immediately preceding the corresponding Dividend Payment Date (as
hereinafter defined). If any fractional share of the Common Stock would be
issuable in payment of any dividend on any share of the Series F Preferred Stock
(for this purpose aggregating all shares of Series F Preferred Stock held by
each holder), the Corporation shall make a cash payment for such portion of the
dividend in lieu of fractional shares of the Common Stock. The accrued
dividends, whether paid in cash or by a Stock Dividend, will be adjusted for
stock splits, stock dividends, recapitalizations, reclassifications and similar
events (together referred to as "Recapitalization Events") which affect the
number of outstanding shares of the Series F Preferred Stock. Accrued dividends
on the Series F Preferred Stock shall be payable out of funds legally available
therefor on March 31, June 30, September 30 and December 31 of each year (each a
"Dividend Payment Date"), commencing on the Dividend Commencement Date (as
defined below), to the holders of record of the Series F Preferred Stock as of
the close of business on the applicable record date. Dividends shall be fully
cumulative and shall accrue on a daily basis based on a 365-day or 366-day year,
as the case may be, without regard to the occurrence of a Dividend Payment Date
and whether or not such dividends have been declared and whether or not there
are any unrestricted funds of the Corporation legally available for the payment
of dividends. The amount of dividends "accrued" with respect to any share of


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Series F Preferred Stock as of the first Dividend Payment Date after the
Dividend Commencement Date, or as of any other date after the Dividend
Commencement Date that is not a Dividend Payment Date, shall be calculated on
the basis of the actual number of days elapsed from and including the Dividend
Commencement Date, in the case of the first Dividend Payment Date and any date
of determination prior to the first Dividend Payment Date, or from and including
the last preceding Dividend Payment Date, in the case of any other date of
determination, to and including such date of determination which is to be made,
in each case based on a year of 365 or 366 days, as the case may be (the
"Dividend Period"). Whenever the Board of Directors of the Corporation declares
any dividend pursuant to this Section 2, notice of the applicable record date
and related Dividend Payment Date shall be given.

      As used herein, the "Market Price" of the Common Stock at any date shall
mean the closing price per share of Common Stock on such date, as officially
reported by NNM or such other national securities exchange where the Common
Stock may then be listed, and, when used with reference to shares of Common
Stock for any period shall mean the average of the daily closing prices per
share of Common Stock for such period. The closing price for each day shall be
the last quoted sale price or, if not so quoted, the average of the high bid and
low asked prices in the over-the-counter market, as reported by the National
Association of Securities Dealers, Inc. Automated Quotation System or such other
system then in use.

      As used herein, "Dividend Commencement Date" with respect to any share of
Series F Preferred Stock shall mean the date any such share is transferred for
value to any person or entity that is not a Related Third Party (as defined
below), provided that if such share was transferred by a Related Third Party in
consideration for the exchange of indebtedness of such Related Third Party and
accrued interest on such indebtedness was not paid prior to or in connection
with such exchange, the Dividend Commencement Date shall be the date that any
such unpaid accrued interest on such indebtedness began to accrue. As used
herein, "Related Third Party" means any entity of which the Corporation owns,
directly or indirectly, a majority of the outstanding equity interests and
includes any entity that holds shares of Series F Preferred Stock in a fiduciary
capacity for any Related Third Party.

            (c) COMPOUNDING OF DIVIDENDS; ADDITION TO LIQUIDATION PRICE. On each
Dividend Payment Date, all dividends that have accrued on each share of Series F
Preferred Stock during the immediately preceding Dividend Period shall, to the
extent not paid on such Dividend Payment Date for any reason (whether or not
such unpaid dividends have been earned or declared or there are any unrestricted
funds of the Corporation legally available for the payment of dividends), be
added to the Liquidation Price of such share effective as of such Dividend
Payment Date and shall remain a part thereof to and including the date on which
the dividend is paid or the Liquidation Price of such share is paid in full to
the holder of such share pursuant to Section 3 or the Redemption Price is paid
in full to such holder pursuant to Section 6 or Section 7; provided, however,
that for purposes of determining the dollar amount of quarterly dividends under
Section 2, the initial Liquidation Price shall be used until the first December
31 after the Dividend Commencement Date and thereafter the Liquidation Price in
effect on each December 31 shall be used for such December 31 Dividend Payment
Date and the next three successive Dividend Payment Dates.



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<PAGE>

            (d) PRO RATA DECLARATION AND PAYMENT OF DIVIDENDS. All dividends
paid with respect to shares of the Series F Preferred Stock on any Dividend
Distribution Date pursuant to this Section 2 shall be declared and paid pro rata
to all the holders of the shares of Series F Preferred Stock outstanding as of
the applicable record date, in proportion to the amount of dividends owing to
each such holder on such Dividend Distribution Date.

      Section 3. LIQUIDATION, DISSOLUTION OR WINDING UP.

            (a) In the event of any voluntary or involuntary liquidation,
dissolution or winding up of the Corporation, whether voluntary or involuntary
(each such event, a "Liquidation"), except as provided in Section 3(b) below,
subject to the rights of the holders of Series C Preferred Stock which shall
rank prior and superior to the Series F Preferred Stock with respect to
Liquidation, and subject to the rights of any other class or series of Parity
Stock that may from time to time come into existence, the holders of shares of
Series F Preferred Stock then outstanding shall be entitled, ratably in
proportion to the shares of the Series F Preferred Stock held by such holders,
to be paid out of the assets of the Corporation available for distribution to
its stockholders, after payment to the holders of Series C Preferred Stock, but
before payment to the holders of Junior Stock, and pari passu with Parity Stock,
by reason of their ownership thereof, an amount equal to (i) $100 (the "Original
Issue Price") per share of the Series F Preferred Stock (subject to appropriate
adjustment for any Recapitalization Events affecting the Series F Preferred
Stock), plus (ii) an amount equal to all unpaid dividends accrued on such share
of the Series F Preferred Stock since the Dividend Commencement Date thereof
which, pursuant to Section 2(c), have been added to and remain part of the
Liquidation Price as of such time of determination, whether or not such unpaid
dividends have been earned or declared or there are any unrestricted funds of
the Corporation legally available for the payment of dividends, plus (iii) an
amount equal to all accrued and unpaid dividends accrued on such share of the
Series F Preferred Stock during the period from the immediately preceding
Dividend Payment Date through and including the determination date (the
"Liquidation Price").

            (b) If upon any such Liquidation the remaining assets of the
Corporation available for distribution to its stockholders shall be insufficient
to pay the holders of shares of Series C Preferred Stock the full amount to
which they shall be entitled, then the entire assets of the Corporation shall be
distributed among the holders of shares of Series C Preferred Stock in
proportion to the aggregate liquidation preference of the Series C Preferred
Stock. If upon any such Liquidation the remaining assets of the Corporation
available for distribution to its stockholders following such payment on the
Series C Preferred Stock shall be insufficient to pay the holders of shares of
Series F Preferred Stock and any other Parity Stock the full amount to which
they shall be entitled, then the entire assets of the Corporation shall be
distributed among the holders of shares of Series F Preferred Stock and any
other Parity Stock ratably in proportion to the aggregate liquidation
preferences of the Series F Preferred Stock and any other series or class of
Parity Stock held by such holders.

            (c) After the payment of all preferential amounts required to be
paid to the holders of Series C Preferred Stock, Series F Preferred Stock, and
any other Parity Stock, upon the Liquidation of the Corporation, the holders of
shares of Junior Stock then outstanding shall be entitled to receive the
remaining assets and funds of the Corporation available for distribution to its
stockholders.



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<PAGE>

      Section 4. VOTING RIGHTS.

            (a) The holder of each share of Series F Preferred Stock shall be
entitled, notwithstanding any provision hereof, to notice of any stockholders'
meeting in accordance with the bylaws of the Corporation.

            (b) Subject to the rights of series of authorized Preferred Stock
which may from time to time come into existence, so long as any shares of Series
F Preferred Stock are outstanding, the Corporation shall not without first
obtaining the approval (by vote or written consent, as provided by law) of the
holders of a majority of the then outstanding shares of Series F Preferred
Stock, voting together as a single class:

                  (i) authorize, increase the authorized number of shares of, or
issue, any shares of any class or series of capital stock of the Corporation
ranking prior to or on a parity with the Series F Preferred Stock;

                  (ii) increase the authorized number of shares of, or issue any
shares of Series F Preferred Stock;

                  (iii) authorize, adopt or approve an amendment to the Restated
Certificate of Incorporation of the Corporation which would decrease the
aggregate number of authorized shares of Series F Preferred Stock below the
number then outstanding, or alter or change the powers, preferences or special
rights of the shares of Series F Preferred Stock so as to affect such shares of
Series F Preferred Stock adversely; or

                  (iv) reclassify any shares of Common Stock or any other shares
of any class or series of capital stock of the Corporation into shares ranking
prior to or on a parity with the Series F Preferred Stock.

            (c) In addition to the matters described in Section 4(b) above, the
Corporation shall not participate in any merger or consolidation in which its
outstanding securities are converted into securities, cash or other property, or
sell all or substantially all of its assets (each of the foregoing, a
"Transaction") without the prior written consent or affirmative vote of
stockholders representing at least a majority of the then outstanding shares of
Series F Preferred Stock voting as a single class; provided, however, that such
prior written consent or affirmative vote of stockholders representing such
shares of Series F Preferred Stock shall not be required if the conditions in
any of the following paragraphs (i), (ii) or (iii) below are satisfied:

                  (i) In the event that at least 50% of the total value of the
consideration being issued or paid to the Corporation or its stockholders in the
Transaction consists of cash (as determined in good faith by the Corporation's
Board of Directors), the consideration payable to each holder of Series F
Preferred Stock in connection with such Transaction, with respect to (and in
cancellation of) each share of Series F Preferred Stock, shall be an amount that
is not less than 101% of the Liquidation Price at the time in effect.

                  (ii) In the event that less than 50% of the total value of the
consideration being issued or paid to the Corporation or its stockholders in the
Transaction consists of cash (as determined in good faith by the Corporation's


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<PAGE>

Board of Directors), (A) the Series F Preferred Stock shall be assumed by the
surviving entity or transferee entity (the "Successor") and (B) the Successor
shall have and maintain a ratio of total consolidated debt (including preferred
stock) to total consolidated operating cash flow (last quarter annualized) that
shall not exceed 6.5:1 (as determined in good faith by the Chief Financial
Officer of the Successor using generally accepted accounting principles
consistently applied).

                  (iii) In the event that the conditions specified in the
foregoing paragraphs (i) or (ii), as applicable, are not satisfied with respect
to a particular Transaction, the Corporation has offered to redeem the Series F
Preferred Stock by paying or causing to be paid to each holder of Series F
Preferred Stock, concurrently with the consummation of such Transaction, an
amount payable in cash with respect to (and in cancellation of) each share of
Series F Preferred Stock that is not less than 101% of the Liquidation Price at
the time in effect.

            (d) Except as provided above, the holders of Series F Preferred
Stock shall not be entitled to vote on any matter, except as otherwise expressly
required by Delaware law.

      Section 5. CONVERSION OR EXCHANGE. Except as provided in Sections 6 and 7,
the holders of the Series F Preferred Stock shall not have any rights hereunder
to convert such shares into or exchange such shares for shares of any other
class or classes or of any other series of any class or classes of capital stock
of the Corporation.

      Section 6. REDEMPTION/CONVERSION.

            (a) MANDATORY REDEMPTION/CONVERSION. On the tenth anniversary of the
date that the Series F Preferred Stock was issued, the Corporation shall either
(at the Corporation's sole option (i) redeem/convert from any source of funds
legally available therefor, in the manner provided herein, all of the shares of
Series F Preferred Stock then outstanding, in cash at a redemption price in an
amount equal to the Liquidation Price (as defined in Section 3(a)) at the time
in effect (the "Redemption Price"), or (ii), so long as shares of the Common
Stock remain quoted on the NNM or another national securities exchange, convert
such shares of Series F Preferred Stock into a number of Fully Registered, fully
paid and nonassessable shares of Common Stock (together with any associated
Rights), having an aggregate Market Price equal to the aggregate Redemption
Price. No fractional shares of Common Stock shall be issued in connection with
the payment of the Redemption Price for the Series F Preferred Stock. In lieu of
any fractional share to which a holder would otherwise be entitled, the
Corporation shall pay cash equal to such fraction multiplied by the Market Price
of the Common Stock for the ten (10) trading days immediately preceding the
Redemption Date. Any such redemption shall be conducted in accordance with
Section 6(c).

            (b) OPTIONAL REDEMPTION/CONVERSION. The Corporation shall have the
right and option at any time to either (i) redeem/convert any or all of the
shares of Series F Preferred Stock then outstanding, in cash at the Redemption
Price or (ii) so long as shares of the Common Stock remain quoted on the NNM or
another national securities exchange, convert such shares of Series F Preferred
Stock into a number of Fully Registered, fully paid and nonassessable shares of
Common Stock (together with any associated Rights), having an aggregate Market
Price equal to the aggregate Redemption Price. No fractional shares of Common
Stock shall be issued as payment of the Redemption Price for the Series F
Preferred Stock. In lieu of any fractional share to which a holder would


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otherwise be entitled, the Corporation shall pay cash equal to such fraction
multiplied by the Market Price of the Common Stock for the ten (10) trading days
immediately preceding the Redemption Date. Any such redemption shall be
conducted in accordance with Section 6(c).

            (c) The Corporation shall provide each holder of Series F Preferred
Stock with a written notice of redemption (addressed to the holder at its
address as it appears on the stock transfer books of the Corporation), not
earlier than sixty (60) nor later than twenty (20) days before the date fixed
for redemption. The notice of redemption shall specify (i) the date fixed for
redemption (the "Redemption Date"); (ii) the number of shares to be redeemed;
(iii) the amount of the Redemption Price; (iv) whether the redemption price will
be paid in cash, and, if so, the place the holders of Series F Preferred Stock
may obtain payment of the Redemption Price, upon surrender of their
certificates; and (v) whether the redemption price will be paid in Fully
Registered Common Stock. If the redemption price will be paid in Fully
Registered Common Stock, the Corporation shall provide each holder of Series F
Preferred Stock with such information as the holder may reasonably request
relating to the Corporation's registration of the Common Stock and the
registration statement under which such registration shall be made. If funds or
shares of Fully Registered Common Stock are available on the date fixed for
redemption/conversion, then whether or not shares are surrendered for payment of
the Redemption Price, the shares of Series F Preferred Stock shall no longer be
outstanding and the holders thereof shall cease to be Series F Preferred
Stockholders of the Corporation with respect to the shares redeemed/converted on
and after the date fixed for redemption/conversion and shall be entitled to
receive the Redemption Price, without interest upon the surrender of the share
certificate. On or before the applicable Redemption Date, each holder of shares
of Series F Preferred Stock to be redeemed on such Redemption Date, shall
surrender the certificate or certificates representing such shares to the
Corporation, in the manner and at the place designated in the Redemption Notice,
and thereupon the Redemption Price for such share shall be payable to the order
of the person whose name appears on such certificate or certificates as the
owner thereof, and each surrendered certificate shall be canceled and retired.
In the event less than all of the shares of Series F Preferred Stock represented
by a certificate are redeemed, a new certificate representing the unredeemed
shares of Series F Preferred Stock shall be issued forthwith.

      Section 7. CHANGE-OF-CONTROL REDEMPTION/CONVERSION.

            (a) Upon the occurrence of a Change of Control (as such term is
defined hereinafter) each holder of Series F Preferred Stock shall have the
right to require the Corporation to either, at the Corporation's option, (i)
redeem/convert such Series F Preferred Stock, in cash at a price per share equal
to 101% of the Liquidation Price at the time in effect, or (ii) so long as
shares of the Common Stock remain quoted on the NNM or another national
securities exchange, convert such shares of Series F Preferred Stock into a
number of Fully Registered, fully paid and nonassessable shares of Common Stock
(together with any associated Rights) having an aggregate Market Price equal to
101% of the Liquidation Price then in effect. No fractional shares of Common
Stock shall be issued upon payment of the amounts required under this Section 7.
In lieu of any fractional share to which a holder would otherwise be entitled,
the Corporation shall pay cash equal to such fraction multiplied by the Market


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Price of the Common Stock for the ten (10) trading days immediately preceding
the Redemption Date. Any such conversion shall be conducted in accordance with
Section 6(c).

      For purposes of this Section 7, "Change of Control" means the occurrence
of any of the following events:

                  (i) any "person" or "group" (as such terms are used in
Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act")) becomes the "beneficial owner" (as defined in Rules 13d-3 and
13d-5 under the Exchange Act, except that a person or entity shall be deemed to
have "beneficial ownership" of all securities that such person or entity has the
right to acquire, whether such right is exercisable immediately or only after
the passage of time), directly or indirectly, of more than a majority of the
voting power of all classes of voting stock of the Corporation;

                  (ii) the Corporation consolidates with, or merges with or
into, another person or entity or conveys, transfers, leases or otherwise
disposes of all or substantially all of its assets to any person or entity, or
any person or entity consolidates with, or merges with or into, the Corporation,
in any such event pursuant to a transaction in which the outstanding voting
stock of the Corporation is converted into or exchanged for cash, securities or
other property, other than any such transaction where (A) the outstanding voting
stock of the Corporation is not converted or exchanged at all (except to the
extent necessary to reflect a change in the jurisdiction of incorporation) or is
converted into or exchanged for capital stock of the surviving or transferee
person or entity and (B) immediately after such transaction, no "person" or
"group" (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act)
is the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the
Exchange Act, except that a person or entity shall be deemed to have "beneficial
ownership" of all securities that such person or entity has the right to
acquire, whether such right is exercisable immediately or only after the passage
of time), directly or indirectly, of more than a majority of the total
outstanding voting stock of the surviving or transferee person or entity; or

                  (iii) during any consecutive two-year period, individuals who
at the beginning of such period constituted the Board of Directors of the
Corporation (together with any new directors whose election to such Board of
Directors, or whose nomination for election by the stockholders of the
Corporation, was approved by a vote of 66-2/3% of the directors then still in
office who were either directors at the beginning of such period or whose
election or nomination for election was previously so approved) cease for any
reason to constitute a majority of the Board of Directors of the Corporation
then in office.

                  (iv) the Corporation is liquidated or dissolved or adopts a
plan of liquidation or dissolution other than in a Transaction which satisfies
the conditions set forth in Section 4(c).

            (b) The Corporation shall provide each holder of Series F Preferred
Stock with a written notice of the occurrence of a Change of Control (addressed
to the holder at its address as it appears on the stock transfer books of the
Corporation), not earlier than sixty (60) nor later than twenty (20) days before
the date of such occurrence. Such notice shall specify the Corporation's
election pursuant to Section 7(a) and a date for redemption payments to be made,


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<PAGE>

if applicable, which shall be a date not later than the date of the occurrence
of the Change of Control (the "Change of Control Redemption Date").

      Section 8. PREEMPTIVE RIGHTS. No shares of Series F Preferred Stock shall
have any rights of preemption whatsoever as to any securities of the
Corporation, or any warrants, rights or options issued or granted with respect
thereto, regardless of how such securities or such warrants, rights or options
may be designated, issued or granted.

      Section 9. NO REISSUE. Any Series F Preferred Stock redeemed/converted
pursuant to Section 6 or Section 7 will be cancelled and will not under any
circumstances be reissued, sold or transferred and the Corporation may from time
to time take such appropriate action (without the need for stockholder action)
as may be necessary to reduce the authorized Series F Preferred Stock
accordingly.




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<PAGE>

         IN WITNESS  WHEREOF,  the  Corporation  has caused this  Certificate of
Designations  to be signed by an  authorized  officer  this ___ day of  January,
2001.

                                        ARCH WIRELESS, INC.



                                        By:   ________________________________
                                        Name:
                                        Title:


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