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                                                                   EXHIBIT 4(b)

CERTIFICATE OF THE DESIGNATIONS, POWERS, PREFERENCES AND RELATIVE PARTICIPATING
OR OTHER RIGHTS, AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS THEREOF,
OF

             SERIES F 6.5% CUMULATIVE CONVERTIBLE PREFERRED STOCK
                               ($0.01 Par Value)

                                       OF

                                 POWERTEL, INC.

                       --------------------------------

            Pursuant to Section 151 of the General Corporation Law
                            of the State of Delaware

                       --------------------------------



      POWERTEL, INC., a Delaware corporation (the "Corporation"), does hereby
certify that the following resolutions were duly adopted by the Board of
Directors of the Corporation pursuant to authority conferred upon the Board of
Directors by Article FOURTH of the Certificate of Incorporation of the
Corporation, which authorizes the issuance of up to 1,000,000 shares of
preferred stock, by consent of the Board of Directors dated June 15, 1998:

      RESOLVED, that the issue of a series of preferred stock, $0.01 par value,
of the Corporation is hereby authorized and the designations, powers,
preferences and relative, participating or other rights, and qualifications,
limitations or restrictions thereof, in addition to those set forth in the
Certificate of Incorporation of the Corporation, are hereby fixed as follows:

      Section (1) Number of Shares and Designation. 50,000 shares of the
preferred stock, $0.01 par value, of the Corporation are hereby constituted as
a series of the preferred stock designated as Series F 6.5% Cumulative
Convertible Preferred Stock (the "Series F Preferred Stock"). Without the
consent of the then current holders of shares of Series F Preferred Stock as
provided for herein, the number of shares of Series F Preferred Stock may not
be increased and may not be decreased below the number of then currently
outstanding shares of Series F Preferred Stock.

      Section (2) Definitions. For purposes of the Series F Preferred Stock,
the following terms shall have the meanings indicated:

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            "Base Shares" shall have the meaning set forth in paragraph (a) of
      Section (3).

            "Board of Directors" shall mean the Board of Directors of the
      Corporation or any committee authorized by such Board of Directors to
      perform any of its responsibilities with respect to the Series F
      Preferred Stock.

            "Business Day" shall mean any day other than a Saturday, Sunday or
      a day on which banking institutions in the State of New York are
      authorized or obligated by law or executive order to close.

            "Common Stock" shall mean the Common Stock of the Corporation, par
      value $0.01 per share.

            "Conversion Price" shall mean the conversion price per share of
      Common Stock into which the Series F Preferred Stock is convertible, as
      such Conversion Price may be adjusted pursuant to Section (7). The
      initial Conversion Price shall be $22.01 (equivalent to the rate of
      approximately 68.15 shares of Common Stock for each share of Series F
      Preferred Stock).

            "Current Market Price" shall mean, as of a particular date, the
      average of the closing high bid and low asked prices per share of Common
      Stock in the over-the-counter market, as reported by the Nasdaq Stock
      Market or such other system then in use, or such other exchange or
      inter-dealer quotation system on which the Common Stock is principally
      traded or authorized to be quoted.

            "Dividend Junior Stock" shall have the meaning set forth in
      paragraph (d) of Section (3).

            "Dividend Parity Stock" shall have the meaning set forth in
      paragraph (c) of Section (3).

            "Dividend Payment Date" shall have the meaning set forth in
      paragraph (a) of Section (3).

            "Dividend Period" shall have the meaning set forth in paragraph (a)
      of Section (3).

            "Dividend Value" shall have the meaning set forth in paragraph (a)
      of Section (3).

            "Excess Dividend Amount" shall have the meaning set forth in
      paragraph (e) of Section 3.

            "Initial Convertibility Date" shall mean the fifth anniversary of
      the Issue Date.

            "Initial Market Price" shall mean $17.75 per share, and shall be
      proportionately adjusted for any: (i) dividend or distribution made on
      the Common Stock in shares of Common Stock; (ii) subdivision of the
      Common Stock into a greater number of shares; 


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      (iii) combination of the Common Stock into a smaller number of shares; or
      (iv) issuance of shares of capital stock by reclassification of the
      Common Stock.

            "Issue Date" shall mean the first date on which shares of Series F
      Preferred Stock are issued.

            "Liquidation Preference" shall have the meaning set forth in
      paragraph (a) of Section (4).

            "Mandatory Redemption Date" shall have the meaning set forth in
      paragraph (b) of Section (5).

            "Mandatory Redemption Price" shall have the meaning set forth in
      paragraph (b) of Section (5).

            "Minimum Price" shall have the meaning set forth in paragraph
      (d)(ii) of Section (7).

            "Nasdaq Stock Market" shall mean the National Market System of the
      National Association of Securities Dealers, Inc. Automated Quotation 
      System.

            "Optional Redemption Date" shall have the meaning set forth in
      paragraph (a) of Section (5).

            "Optional Redemption Price" shall have the meaning set forth in
      paragraph (a) of Section (5).

            "Person" shall mean any individual, firm, partnership, joint
      venture, corporation, limited liability company, association or other
      entity, and shall include any successor (by merger or otherwise) of such
      entity.

            "Redemption Date" shall have the meaning set forth in paragraph (c)
      of Section (5).

            "Redemption Notice" shall have the meaning set forth in paragraph
      (c) of Section (5).

            "Redemption Price" shall have the meaning set forth in paragraph
      (c) of Section (5).

            "Securities" shall have the meaning set forth in paragraph (d)(iii)
      of Section (7).

            "Series A Preferred Stock" shall mean the series of preferred
      stock, $0.01 par value, of the Corporation designated as Series A
      Convertible Preferred Stock.


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            "Series B Preferred Stock" shall mean the series of preferred
      stock, $0.01 par value, of the Corporation designated as Series B
      Convertible Preferred Stock.

            "Series C Preferred Stock" shall mean the series of preferred
      stock, $0.01 par value, of the Corporation designated as Series C
      Convertible Preferred Stock.

            "Series D Preferred Stock" shall mean the series of preferred
      stock, $0.01 par value, of the Corporation designated as Series D
      Convertible Preferred Stock.

            "Series E Preferred Stock" shall mean the series of preferred
      stock, $0.01 par value, of the Corporation designated as Series E 6.5%
      Cumulative Convertible Preferred Stock.

            "Series E Certificate of Designations" shall mean the Certificate
      of the Designations, Powers, Preferences and Relative Participating or
      Other Rights, and the Qualifications, Limitations or Restrictions
      Thereof, of Series E 6.5% Cumulative Convertible Preferred Stock ($0.01
      Par Value) of Powertel, Inc., as filed with the Secretary of State of the
      State of Delaware, as such may be amended from time to time.

            "Specified Indentures" shall mean the following: (i) the Indenture
      dated June 10, 1997 governing the 11 1/8% Senior Notes Due 2007 of the
      Corporation; (ii) the Indenture dated April 19, 1996 governing the 12%
      Senior Discount Notes Due May 2006 of the Corporation; and (iii) the
      Indenture dated February 7, 1996 governing the 12% Senior Discount Notes
      Due February 2006 of the Corporation.

            "Subsidiaries" shall mean any and all corporations, partnerships,
      limited liability companies, joint ventures, associations and other
      entities controlled by the Corporation directly or indirectly through one
      or more intermediaries.

            "Trading Day" means a day on which the Nasdaq Stock Market, or such
      other exchange or inter-dealer quotation system on which the Common Stock
      is principally traded or authorized to be quoted, is open for the
      transaction of business.

            "Transaction"  shall have the meaning set forth in  paragraph  (e)
      of Section (7).

            "Transfer Agent" means such agent or agents of the Corporation as
      may be designated by the Board of Directors as the transfer agent for the
      Series F Preferred Stock.

      Section (3) Dividends.

            (a) Holders of the outstanding shares of Series F Preferred Stock
will be entitled to receive, when, as and if declared by the Board of
Directors, out of funds legally available therefor, dividends on each share of
the Series F Preferred Stock, calculated and payable quarterly (each such
quarterly period being hereinafter called a "Dividend Period"), at a rate per
annum equal to 6.5% of the Liquidation Preference of such share; provided,
however, that 


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without first obtaining stockholder approval pursuant to the rules of the
Nasdaq Stock Market, or, in lieu thereof, if allowed by the Nasdaq Stock
Market, otherwise delivering notice to stockholders, the aggregate number of
shares of Common Stock that are issued as dividends pursuant to this Section
(3) at a price below the Initial Market Price shall not exceed 20% of the
number of shares of Common Stock that are issued and outstanding as of the
Issue Date (the "Base Shares"). If the aggregate number of shares of Common
Stock that have been issued as dividends on the Series F Preferred Stock
pursuant to this Section (3) at a price below the Initial Market Price exceeds
at any time 5% of the Base Shares, the Corporation agrees, for the benefit of
the holders of the Series F Preferred Stock, to seek (if not previously
obtained) approval at the next annual meeting of the Corporation's stockholders
of the issuance of any future dividends payable in Common Stock pursuant to
this paragraph (a) of this Section (3) which may exceed 20% of the Base Shares.

            All dividends on shares of the Series F Preferred Stock, to the
extent accrued, shall be cumulative, whether or not earned or declared, on a
daily basis from the last date through which dividends have been paid or, if no
dividends have been paid, from the date upon which each such share of Series F
Preferred Stock was initially issued, and shall be payable quarterly in arrears
on March 15, June 15, September 15 and December 15 of each year (each a
"Dividend Payment Date"), commencing on September 15, 1998, to holders of
record on the Business Day immediately preceding the relevant Dividend Payment
Date. Such dividends shall accrue whether or not they have been declared and
whether or not there are net profits, surplus or other funds of the Corporation
legally available for the payment of dividends.

            Dividends on the Series F Preferred Stock shall be, at the option
of the Corporation, payable (i) in cash or (ii) through the issuance of a
number of fully paid and nonassessable shares (rounded up or down to the
nearest whole number) of Common Stock equal to the amount of the dividend owed
divided by the Dividend Value of the Common Stock; provided, however, that the
Corporation shall not pay any dividends on the Series F Preferred Stock in cash
prior to the date that all obligations under each of the Specified Indentures
shall have been satisfied in full unless all restrictions set forth in the
Specified Indentures with respect to the payment of such cash dividends have
been waived or otherwise satisfied in accordance with the terms of such
Specified Indentures; and provided further, however, that dividends with
respect to a Dividend Payment Date that are not paid in cash within 90 days of
such Dividend Payment Date shall thereafter be payable solely in shares of
Common Stock on the basis of the Dividend Value with respect to such Dividend
Payment Date, as set forth in this Section (3), and shall no longer be payable
in cash.

            The "Dividend Value" of the Common Stock with respect to a Dividend
Payment Date means the product of (x) 95% and (y) the average of the last sales
price for the Common Stock as reported by the Nasdaq Stock Market, or the
principal securities exchange or other securities market on which the Common
Stock is then being traded, for the five Trading Days immediately preceding
such Dividend Payment Date.

            (b) All dividends paid with respect to shares of the Series F
Preferred Stock pursuant to paragraph (a) of this Section (3) shall be paid pro
rata to the holders entitled thereto.


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            (c) No dividend whatsoever shall be declared or paid upon, or any
funds or shares of Common Stock set apart for the payment of dividends upon,
any outstanding share of the Series F Preferred Stock with respect to any
Dividend Period unless all dividends for all preceding Dividend Periods have
been declared and paid (or declared and a sufficient sum or number of shares of
Common Stock set apart for the payment of such dividend) upon all outstanding
shares of Series F Preferred Stock. No dividend will be declared or paid upon
any stock that ranks on a parity with the Series F Preferred Stock with respect
to dividends (the "Dividend Parity Stock"), and no shares of Dividend Parity
Stock shall be redeemed, purchased or otherwise acquired by the Corporation for
consideration through a sinking fund or otherwise, unless (A) all accrued and
unpaid dividends have been paid on the Series F Preferred Stock for all prior
Dividend Periods and (B) sufficient funds or shares of Common Stock have been
paid or set apart for the payment of the dividend for the Dividend Period for
which a dividend is next payable on the Series F Preferred Stock.
Notwithstanding the provisions of this paragraph (c), if accrued dividends on
the Series F Preferred Stock for all prior Dividend Periods have not been paid
in full and sufficient funds or shares of Common Stock have not been paid or
set apart for the payment of the dividend for the Dividend Period for which a
dividend is next payable on the Series F Preferred Stock, the Corporation may
declare a dividend on the Series F Preferred Stock and any Dividend Parity
Stock for any Dividend Period if such dividend will be declared ratably in
proportion to accrued and unpaid dividends on the Series F Preferred Stock and
such Dividend Parity Stock.

            (d) The Corporation will not (i) declare, pay or set apart funds or
shares of Common Stock for the payment of any dividend or other distribution
with respect to any stock that ranks junior to the Series F Preferred Stock
with respect to dividends ("Dividend Junior Stock") or (ii) redeem, purchase or
otherwise acquire for consideration any Dividend Junior Stock through a sinking
fund or otherwise, unless (A) all accrued and unpaid dividends with respect to
the Series F Preferred Stock at the time of such event have been paid or funds
or shares of Common Stock have been set apart for payment of such dividends and
(B) sufficient funds or shares of Common Stock have been paid or set apart for
the payment of the dividend for the Dividend Period for which a dividend is
next payable on the Series F Preferred Stock. Notwithstanding anything in this
Certificate of Designations to the contrary, the Corporation may repurchase,
redeem or otherwise acquire Dividend Junior Stock in exchange for Dividend
Junior Stock and Dividend Parity Stock in exchange for Dividend Parity Stock or
Dividend Junior Stock.

            (e) So long as any shares of the Series F Preferred Stock are
outstanding, if dividends in excess of the quarterly dividend amount set forth
in paragraph (a) of Section (3) (such excess being the "Excess Dividend
Amount") shall be declared or paid or set apart for payment in any Dividend
Period on any Dividend Junior Stock or Dividend Parity Stock, dividends equal
to the Excess Dividend Amount shall be contemporaneously declared and paid or
declared and a sum sufficient for the payment thereof set apart for such
payment on the Series F Preferred Stock with such payment with respect to each
share of Series F Preferred Stock being equal to the distributions that would
be made in respect of the aggregate of: (i) the number of shares of Common
Stock into which such share of Series F Preferred Stock is then convertible;
and (ii) the number of shares of Common Stock that the Corporation would be
required to issue as of such date in payment of all dividends that, pursuant to
paragraph (a) of Section (3), have accrued but remain unpaid as of such date.


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            (f) Dividends on the Series F Preferred Stock on account of arrears
for any past Dividend Period and dividends on the Series F Preferred Stock in
connection with any optional redemption may be declared and paid at any time,
without reference to any Dividend Payment Date, to holders of record on the
Business Day immediately prior to the payment thereof, as may be fixed by the
Board of Directors.

            (g) Dividends payable on the Series F Preferred Stock for any
period other than a Dividend Period shall be computed on the basis of a 360-day
year consisting of twelve 30-day months. If a Dividend Payment Date is not a
Business Day, payment of dividends shall be made on the next succeeding
Business Day and dividends accruing for the intervening period shall be paid on
the next succeeding Dividend Payment Date.

      Section (4) Liquidation Preference.

            (a) In the event of any liquidation, dissolution or winding up of
the Corporation, whether voluntary or involuntary, before any payment or
distribution of the assets of the Corporation (whether capital or surplus)
shall be made to or set apart for the holders of Common Stock or any other
series or class or classes of stock of the Corporation ranking junior to the
Series F Preferred Stock upon liquidation, dissolution or winding up, the
holders of the shares of Series F Preferred Stock shall be entitled to receive
$1,500.00 per share (the "Liquidation Preference"); thereafter, such holders
shall be entitled, with respect to their Series F Preferred Stock and all
dividends accrued and unpaid thereon to the date of final distribution to such
holders, to share on an as if converted to Common Stock basis with the holders
of the shares of Common Stock as provided in paragraph (b) of this Section (4).
If, upon any liquidation, dissolution or winding up of the Corporation, the
assets of the Corporation, or proceeds thereof, distributable among the holders
of the shares of Series A Preferred Stock, Series B Preferred Stock, Series C
Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series F
Preferred Stock and any other shares of stock ranking, as to liquidation,
dissolution or winding up, on a parity with the Series F Preferred Stock, shall
be insufficient to pay in full the liquidation preferences of all of such
series and liquidating payments in respect thereof, then such assets, or the
proceeds thereof, shall be distributed among the holders of shares of Series A
Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D
Preferred Stock, Series E Preferred Stock, Series F Preferred Stock and any
such other stock ratably in accordance with the respective amounts which would
be payable with respect to the liquidation preferences of such shares of Series
A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D
Preferred Stock, Series E Preferred Stock, Series F Preferred Stock and any
such other stock if all liquidation preferences payable thereon were paid in
full. For the purposes of this Section (4), (i) a consolidation or merger of
the Corporation with one or more entities, (ii) a sale or transfer of all or
substantially all of the Corporation's assets or (iii) a statutory share
exchange shall not be deemed to be a liquidation, dissolution or winding up,
voluntary or involuntary; provided, however, that any subsequent distribution,
liquidation, dissolution or winding up of the Corporation shall remain subject
to this Section (4).

            (b) Subject to the rights of the holders of shares of any series or
class or classes of stock ranking on a parity with or prior to Series F
Preferred Stock, upon any 


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liquidation, dissolution or winding up of the Corporation, after payment shall
have been made in full to the holders of Series F Preferred Stock, as provided
in paragraph (a) of this Section (4), holders of shares of Series F Preferred
Stock shall be entitled to share ratably with holders of shares of Common Stock
and any other class or series entitled to participate with the Common Stock in
the event of liquidation, dissolution or winding up, in any and all assets
remaining to be paid or distributed, such that distributions shall be made in
respect of each share of Series F Preferred Stock in an amount equal to the
distributions made in respect of the aggregate of: (i) the number of shares of
Common Stock into which such share of Series F Preferred Stock is then
convertible; and (ii) the number of shares of Common Stock that the Corporation
would be required to issue as of such date in payment of all dividends that,
pursuant to paragraph (a) of Section (3), have accrued but remain unpaid as of
such date.

      Section (5) Redemption.

            (a) Series F Preferred Stock may not be redeemed by the Corporation
prior to the Initial Convertibility Date. After the Initial Convertibility Date
and subject to the restrictions set forth in Section (3) hereof, the
Corporation, at its option, may redeem the shares of Series F Preferred Stock,
in whole or in part, at any time or from time to time upon such date or dates
as may be fixed by the Corporation for redemption (each an "Optional Redemption
Date"), for an aggregate redemption price in cash equal to the Liquidation
Preference per share plus an amount per share equal to the value on a day
selected by the Board of Directors of the Corporation that is within five days
of the Optional Redemption Date of all accrued and unpaid dividends, if any, to
the applicable Optional Redemption Date (the "Optional Redemption Price"), out
of funds legally available therefor, subject to the notice provisions and
provisions for partial redemption described below; provided, however, that in
connection with any redemption effected pursuant to this paragraph (a) of
Section (5), the Corporation must redeem the shares of Series A Preferred
Stock, the shares of Series B Preferred Stock, the shares of Series C Preferred
Stock, the shares of Series D Preferred Stock, the Shares of Series E Preferred
Stock and the shares of Series F Preferred Stock then eligible for redemption
pro rata in proportion to their respective liquidation preferences.

            (b) Each share of Series F Preferred Stock (if not earlier redeemed
or converted) shall be subject to mandatory redemption in whole (to the extent
of lawfully available funds therefor) on June 1, 2010 (the "Mandatory
Redemption Date") at a redemption price in cash equal to the Liquidation
Preference per share plus the value on a day selected by the Board of Directors
of the Corporation that is within five days of the Mandatory Redemption Date of
an amount per share equal to all accrued and unpaid dividends thereon, if any,
to the Mandatory Redemption Date (the "Mandatory Redemption Price"). The
Corporation shall take all actions required or permitted by the Delaware
General Corporation Law to permit the redemption described in this paragraph
(b) of Section (5).

            (c) In the event of a redemption pursuant to paragraph (a) or (b)
of this Section (5), the Corporation shall give notice of such redemption (a
"Redemption Notice") by first class mail, postage prepaid, mailed not less than
20 nor more than 60 days prior to the Optional Redemption Date or the Mandatory
Redemption Date, as the case may be (each a "Redemption Date"), to each holder
of record of the shares of Series F Preferred Stock to be redeemed, at such


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holder's address as the same appears on the stock records of the Corporation,
which Redemption Notice shall be unconditional and irrevocable. Each such
Redemption Notice shall state: (1) the Redemption Date; (2) the number of
shares of each series to be redeemed and, if less than all the shares held by
such holder are to be redeemed, the number of such shares to be redeemed from
such holder; (3) the Optional Redemption Price or the Mandatory Redemption
Price, as the case may be (each a "Redemption Price"); (4) the place or places
where certificates for such shares are to be surrendered for payment of the
Redemption Price; (5) the then current Conversion Price; and (6) that no
default of the Corporation is then existing under any material loan document,
indenture or other borrowing, which default has a material adverse effect on
the Corporation. The Redemption Notice having been mailed as aforesaid, from
and after the applicable Redemption Date (unless default shall be made by the
Corporation in providing money for the prompt payment of the applicable
Redemption Price), (i) the shares of the Series F Preferred Stock so called for
redemption and not converted prior to 5:00 p.m. New York time on the Redemption
Date shall no longer be deemed to be outstanding, and (ii) all rights of the
holders thereof as stockholders of the Corporation (except the right to receive
from the Corporation the Redemption Price without interest thereon after the
Redemption Date) shall cease. If the Corporation fails to provide money for the
payment of the Redemption Price within 30 days after the Redemption Date, the
Redemption Price shall accrue interest at the rate of 15% per annum until paid.

            Upon surrender in accordance with a Redemption Notice of the
certificates for the shares so redeemed (properly endorsed or assigned for
transfer, if the Corporation shall so require and the Redemption Notice shall
so state), such shares shall be redeemed by the Corporation at the applicable
Redemption Price. If fewer than all the outstanding shares of Series F
Preferred Stock are to be redeemed, the shares of Series F Preferred Stock to
be redeemed shall be selected pro rata (as nearly as may be possible) by the
Corporation from outstanding shares of Series F Preferred Stock held by each
holder thereof and not previously called for redemption. If fewer than all the
shares represented by any certificate are redeemed, a new certificate shall be
issued representing the unredeemed shares without cost to the holder thereof.

      Section (6) Shares to be Retired. All shares of Series F Preferred Stock
purchased or redeemed by the Corporation or converted shall be retired and
canceled and shall be restored to the status of authorized but unissued shares
of preferred stock, without designation as to series.

      Section (7) Conversion. Holders of shares of Series F Preferred Stock
shall have the right to convert all or a portion of such shares into shares of
Common Stock as follows:

            (a) Subject to and upon compliance with the provisions of this
Section (7), a holder of shares of Series F Preferred Stock shall have the
right, at his, her or its option, at any time on or after the Initial
Convertibility Date, to convert such shares, in whole or in part, into the
number of fully paid and nonassessable shares of Common Stock (calculated as to
each conversion to the nearest 1/100th of a share) obtained by dividing the
aggregate Liquidation Preference of such shares by the Conversion Price and by
surrender of such shares so to be converted by the holder thereof, such
surrender to be made in the manner provided in paragraph (b) of this Section
(7); provided, however, that the right to convert shares called for redemption
pursuant to Section (5) shall terminate at 5:00 p.m. New York time on the
Redemption Date for 


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such redemption, unless the Corporation shall default in making prompt payment
of the amount payable upon such redemption. Any share of Series F Preferred
Stock may be converted, at the request of its holder, in part into Common
Stock. If a part of a share of Series F Preferred Stock is converted, then the
Corporation will convert such share into the requested shares of Common Stock
(subject to paragraph (c) of this Section (7)) and issue a fractional share of
Series F Preferred Stock evidencing the remaining interest of such holder. The
Corporation shall issue, pay and deliver all accrued and unpaid dividends with
respect to the shares of Series F Preferred Stock so converted in accordance
with paragraph (b) of this Section (7).

            (b) In order to exercise the conversion right, the holder of each
share of Series F Preferred Stock to be converted shall surrender the
certificate representing such share, duly endorsed or assigned to the
Corporation or in blank, at the office of the Transfer Agent or, if no Transfer
Agent has been appointed by the Corporation, at the principal office of the
Corporation, accompanied by written notice to the Corporation that the holder
thereof elects to convert its shares of Series F Preferred Stock or a specified
portion thereof. Unless the shares issuable on conversion are to be issued in
the same name as the name in which such share of Series F Preferred Stock is
registered, each share surrendered for conversion shall be accompanied by
instruments of transfer, in form satisfactory to the Corporation, duly executed
by the holder or such holder's duly authorized attorney and an amount
sufficient to pay any transfer or similar tax (or evidence reasonably
satisfactory to the Corporation demonstrating that such taxes have been paid).

            Holders of shares of Series F Preferred Stock at the close of
business on a dividend payment record date shall be entitled to receive the
dividend payable on such shares (except that holders of shares called for
redemption on a Redemption Date between such record date and the Dividend
Payment Date shall not be entitled to receive such dividend on such Dividend
Payment Date) on the corresponding Dividend Payment Date notwithstanding the
conversion thereof following such dividend payment record date and prior to
such Dividend Payment Date.

            As promptly as practicable after the surrender of certificates for
shares of Series F Preferred Stock as aforesaid, the Corporation shall issue,
pay and deliver at such office to such holder, or on his, her or its written
order, (i) a certificate or certificates for the number of full shares of
Common Stock issuable upon the conversion of such shares in accordance with the
provisions of this Section (7), (ii) if less than the full number of shares of
Series F Preferred Stock evidenced by the surrendered certificates is being
converted, a new certificate or certificates, of like tenor, for the number of
shares evidenced by such surrendered certificates less the number of shares
being converted, (iii) all accrued and unpaid dividends with respect to the
shares of Series F Preferred Stock so converted and (iv) any fractional
interest in respect of a share of Common Stock arising upon such conversion
shall be settled as provided in paragraph (c) of this Section (7).

            Each conversion shall be deemed to have been effected immediately
prior to the close of business on the date on which the certificates for shares
of Series F Preferred Stock shall have been surrendered and such notice
received by the Corporation as aforesaid, and the person or persons in whose
name or names any certificate or certificates for shares of Common Stock 


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shall be issuable upon such conversion shall be deemed to have become the
holder or holders of record of the shares represented thereby at such time on
such date and such conversion shall be at the Conversion Price in effect at
such time on such date, unless the stock transfer books of the Corporation
shall be closed on that date, in which event such person or persons shall be
deemed to have become such holder or holders of record at the close of business
on the next succeeding day on which such stock transfer books are open, but
such conversion shall be at the Conversion Price in effect on the date upon
which such shares shall have been surrendered and such notice received by the
Corporation. All shares of Common Stock delivered upon conversion of the Series
F Preferred Stock shall upon delivery be duly and validly issued and fully paid
and nonassessable.

            (c) No fractional shares or scrip representing fractions of shares
of Common Stock shall be issued upon conversion of the Series F Preferred
Stock. Instead of any fractional interest in a share of Common Stock which
would otherwise be deliverable upon the conversion of a share of Series F
Preferred Stock, the Corporation shall pay to the holder of such share an
amount in cash (computed to the nearest cent) equal to such fraction of a share
multiplied by the Current Market Price of one share of Common Stock on the
Trading Day immediately preceding the date of conversion. If more than one
share shall be surrendered for conversion at one time by the same holder, the
number of full shares of Common Stock issuable upon conversion thereof shall be
computed on the basis of the aggregate number of shares of Series F Preferred
Stock so surrendered.

            (d) The Conversion Price shall be adjusted from time to time as
follows:

                   (i) In case the Corporation shall after the Issue Date (A)
      pay a dividend or make a distribution on its Common Stock in shares of
      its Common Stock without making a corresponding dividend or distribution
      with respect to its Series F Preferred Stock, (B) subdivide its
      outstanding Common Stock into a greater number of shares, (C) combine its
      outstanding Common Stock into a smaller number of shares or (D) issue any
      shares of capital stock by reclassification of its Common Stock, the
      Conversion Price in effect immediately prior thereto shall be adjusted so
      that the holder of any share of Series F Preferred Stock thereafter
      surrendered for conversion shall be entitled to receive the number of
      shares of Common Stock or capital stock of the Corporation which such
      holder would have owned or have been entitled to receive after the
      happening of any of the events described above had such share of Series F
      Preferred Stock been converted immediately prior to the happening of such
      event or the record date therefor, whichever is earlier. An adjustment
      made pursuant to this subparagraph (i) shall become effective immediately
      after the close of business on the record date in the case of a dividend
      or distribution (except as provided in paragraph (h) below) and shall
      become effective immediately after the close of business on the record
      date in the case of a subdivision, combination or reclassification.

                  (ii) In case the Corporation shall issue after the Issue Date
      (a) options, warrants or other rights to all holders of Common Stock
      entitling them (for a period expiring within 180 days after the record
      date mentioned below) to subscribe for or purchase Common Stock at a
      price per share less than the lower of the Initial Market Price 


                                      11
<PAGE>   12

      or the Conversion Price (the "Minimum Price") at the record date for the
      determination of stockholders entitled to receive such options, warrants
      or other rights or (b) shares of Common Stock (excluding shares of Common
      Stock issued or issuable as dividends with respect to the Series F
      Preferred Stock pursuant to paragraph (a) of Section (3) hereof and
      Common Stock issued or issuable as dividends with respect to the Series E
      Preferred Stock pursuant to paragraph (a) of Section (3) of the Series E
      Certificate of Designations) or securities exercisable for (including
      options, warrants or other rights other than those referred to in clause
      (a) above and subparagraph (iii) below) or exchangeable or convertible
      into shares of Common Stock) at a price per share (or having an exercise,
      exchange or conversion price per share) less than the then current
      Minimum Price (other than securities issued in a transaction in which a
      pro rata share of such securities have been reserved by the Corporation
      for distribution to the holders of Series F Preferred Stock upon
      conversion), then in each such case the Conversion Price in effect
      immediately prior thereto shall be adjusted to equal the price determined
      by multiplying (I) the Conversion Price in effect immediately prior to
      the date of issuance of such options, warrants, other rights or shares of
      Common Stock (or securities exercisable for or exchangeable or
      convertible into shares of Common Stock) by (II) a fraction, the
      numerator of which shall be the sum of (A) the number of shares of Common
      Stock outstanding on the date of issuance of such options, warrants or
      other rights or shares of Common Stock (or securities exercisable for or
      exchangeable or convertible into shares of Common Stock) (without giving
      effect to any such issuance) and (B), in the case of (a) above, the
      number of shares which the aggregate proceeds from the exercise of such
      options, warrants or other rights for Common Stock or, in the case of (b)
      above, the number of shares which the aggregate consideration receivable
      by the Corporation for the total number of shares of Common Stock (or
      securities exercisable for or exchangeable or convertible into shares of
      Common Stock) so issued would purchase at the Minimum Price in effect
      immediately prior to the date of issuance, and the denominator of which
      shall be the sum of (A) the number of shares of Common Stock outstanding
      on the date of issuance of such options, warrants or other rights or
      shares of Common Stock (or securities exercisable for or exchangeable or
      convertible into Common Stock) (without giving effect to any such
      issuance) and (B), in the case of clause (a) above, the number of
      additional shares of Common Stock offered for subscription or purchase
      or, in the case of clause (b) above, the number of shares of Common Stock
      so issued or into which the exercisable, exchangeable or convertible
      securities may be exercised, exchanged or converted. Such adjustment
      shall be made successively whenever any such options, warrants or other
      rights or shares of Common Stock (or securities exercisable for or
      exchangeable or convertible into Common Stock) are issued, and shall
      become effective immediately after such record date or, in the case of
      the issuance of Common Stock, after the date of issuance thereof (or in
      the case of securities exercisable for or exchangeable or convertible
      into shares of Common Stock, the date on which holders may first
      exercise, exchange or convert the same in accordance with the respective
      terms thereof). In determining whether any options, warrants or other
      rights entitle the holders of Common Stock to subscribe for or purchase
      shares of Common Stock at less than the Minimum Price in effect
      immediately prior to the date of such issuance, and in determining the
      aggregate offering price of shares of Common Stock (or securities
      exercisable for or exchangeable or convertible into shares of Common
      Stock), there shall be taken into account any net consideration received


                                      12
<PAGE>   13

      or receivable by the Corporation upon issuance and upon exercise of such
      options, warrants or other rights or upon issuance of shares of Common
      Stock (or securities exercisable for or exchangeable or convertible into
      shares of Common Stock), the value of such consideration, if other than
      cash, to be determined by the Board of Directors in good faith or, if
      higher, the aggregate exercise, exchange or conversion price set forth in
      such exercisable, exchangeable or convertible securities. The aggregate
      consideration received by the Corporation in connection with the issuance
      of shares of Common Stock or of options, warrants or other rights or
      securities exercisable for or exchangeable or convertible into shares of
      Common Stock shall be deemed to be equal to the sum of the aggregate net
      offering price of all such securities plus the minimum aggregate amount,
      if any, payable upon the exercise of such options, warrants or other
      rights and conversion of any such exercisable, exchangeable or
      convertible securities into shares of Common Stock.

                  (iii) In case the Corporation shall distribute to all holders
      of its Common Stock as a class any shares of capital stock of the
      Corporation (other than Common Stock) or evidences of its indebtedness or
      assets (other than a regular cash dividend that the Board of Directors
      determines, in good faith, can be maintained by the Corporation for at
      least four consecutive periods covering not less than one year and that
      the Board of Directors intends to maintain for at least four consecutive
      periods covering not less than one year, out of profits or surplus) or
      options, warrants or other rights to subscribe for or purchase any of its
      securities (excluding those referred to in subparagraph (ii)(a) above)
      (any of the foregoing being hereinafter in this subparagraph (iii) called
      the "Securities"), then in each such case, unless the Corporation elects
      to reserve shares or other units of such Securities for distribution to
      the holders of the Series F Preferred Stock upon the conversion of the
      shares of Series F Preferred Stock so that any such holder converting
      shares of Series F Preferred Stock will receive upon such conversion, in
      addition to the shares of the Common Stock to which such holder is
      entitled, the amount and kind of such Securities which such holder would
      have received if such holder had, immediately prior to the record date
      for the distribution of the Securities, converted his or her shares of
      Series F Preferred Stock into Common Stock (such election to be based
      upon a determination by the Board of Directors that such reservation will
      not materially adversely affect the interests of any holder of Series F
      Preferred Stock in any such reserved Securities), the Conversion Price
      shall be adjusted so that the same shall equal the price determined by
      multiplying (I) the Conversion Price in effect immediately prior to the
      date of such distribution by (II) a fraction, the numerator of which
      shall be the Current Market Price per share of the Common Stock on the
      record date mentioned below less the fair market value (as determined by
      the Board of Directors, whose determination shall, if made in good faith,
      be conclusive) of the portion of the capital stock or assets or evidences
      of indebtedness so distributed or of such rights or warrants applicable
      to one share of Common Stock, and the denominator of which shall be the
      Current Market Price per share of the Common Stock. Such adjustment shall
      become effective immediately, except as provided in paragraph (h) below,
      after the record date for the determination of stockholders entitled to
      receive such distribution.


                                      13
<PAGE>   14

                  (iv) No adjustment in the Conversion Price shall be required
      unless such adjustment would require an increase or decrease of at least
      1% in such price; provided, however, that any adjustments which by reason
      of this subparagraph (iv) are not required to be made shall be carried
      forward and taken into account in any subsequent adjustment; and provided
      further that any adjustment shall be required and made in accordance with
      the provisions of this Section (7) (other than this subparagraph (iv))
      not later than such time as may be required in order to preserve the
      tax-free nature of a distribution to the holders of shares of Common
      Stock. All calculations under this Section (7) shall be made to the
      nearest cent (with $.005 being rounded upward) or to the nearest 1/100 of
      a share (with .005 of a share being rounded upward), as the case may be.
      Anything in this paragraph (d) to the contrary notwithstanding, the
      Corporation shall be entitled, to the extent permitted by law, to make
      such reductions in the Conversion Price, in addition to those required by
      this paragraph (d), as it in its discretion shall determine to be
      advisable in order that any stock dividends, subdivision of shares,
      distribution of options, warrants or other rights to purchase stock or
      securities, or a distribution of other assets (other than cash dividends)
      hereafter made by the Corporation to its stockholders shall not be
      taxable.

                   (v) No adjustment in the Conversion Price shall be required
      in the event of any dividend, distribution or issuance to holders of
      shares of Common Stock pursuant to subparagraph (i), (ii) or (iii) above
      if holders of shares of Series F Preferred Stock have received the same
      dividend, distribution or issuance in accordance with Section (3) hereof.

            (e) In case the Corporation shall be a party to any transaction
(including without limitation a merger, consolidation, sale of all or
substantially all of the Corporation's assets or recapitalization of the Common
Stock and excluding any transaction as to which paragraph (d)(i) of this
Section (7) applies) (each of the foregoing being referred to as a
"Transaction"), in each case as a result of which shares of Common Stock shall
be converted into the right to receive stock, securities or other property
(including cash or any combination thereof), each share of Series F Preferred
Stock which is not converted into the right to receive stock, securities or
other property in connection with such Transaction shall thereafter be
convertible into the kind and amount of shares of stock and other securities
and property receivable (including cash) upon the consummation of such
Transaction by a holder of that number of shares or fraction thereof of Common
Stock into which one share of Series F Preferred Stock was convertible
immediately prior to such Transaction. The Corporation shall use reasonable
efforts to deliver notice of any Transaction to the holders of Series F
Preferred Stock at least 20 days prior to the earlier of the consummation or
the record date therefor; provided however, that any unintentional failure by
the Corporation to deliver such required notice shall not impair or affect the
validity or provisions of any such Transaction; and provided, further, that any
failure by the Corporation to deliver such required notice shall toll the time
period in which the holders of Series F Preferred Stock may convert their
shares as aforementioned until such notice is delivered by the Corporation. The
Corporation shall not be a party to any Transaction unless the terms of such
Transaction are consistent with the provisions of this paragraph (e) and it
shall not consent or agree to the occurrence of any Transaction until the
Corporation has entered into an agreement with the successor or purchasing
entity, as the case may be, for the benefit of the holders of the Series F
Preferred Stock which will contain provisions enabling the holders of the
Series F 


                                      14
<PAGE>   15

Preferred Stock which remains outstanding after such Transaction to
convert into the consideration received by holders of Common Stock at the
Conversion Price immediately after such Transaction. The provisions of this
paragraph (e) shall similarly apply to successive Transactions.

            (f)   If:

                    (i) the Corporation shall declare a dividend (or any other
      distribution) on the Common Stock (other than a regular cash dividend
      that the Board of Directors determines can be maintained by the
      Corporation for at least four consecutive periods covering at least one
      year and that the Board of Directors intends to maintain for at least
      four consecutive periods covering at least one year out of profits or
      surplus); or

                   (ii) the Corporation shall authorize the granting to the
      holders of the Common Stock of rights or warrants to subscribe for or
      purchase any shares of any class or any options, warrants or other
      rights; or

                  (iii) there shall be any reclassification of the Common Stock
      (other than an event to which paragraph (d)(i) of this Section (7)
      applies) or any consolidation or merger to which the Corporation is a
      party and for which approval of any stockholders of the Corporation is
      required, or the sale or transfer of all or substantially all of the
      assets of the Corporation,

then the Corporation shall cause to be filed with the Transfer Agent and shall
cause to be mailed to the holders of shares of the Series F Preferred Stock at
their addresses as shown on the stock records of the Corporation, as promptly
as possible, but at least 15 days prior to the applicable date specified in
clauses (A) and (B) below, a notice stating (A) the date on which a record is
to be taken for the purpose of such dividend, distribution or rights or
warrants, or, if a record is not to be taken, the date as of which the holders
of Common Stock of record to be entitled to such dividend, distribution or
rights or warrants are to be determined or (B) the date on which such
reclassification, consolidation, merger, sale or transfer is expected, that
holders of Common Stock of record shall be entitled to exchange their shares of
Common Stock for securities or other property deliverable upon such
reclassification, consolidation, merger, sale or transfer. Failure to give such
notice or any defect therein shall not affect the legality or validity of the
proceedings described in this Section (7).

            (g) Whenever the Conversion Price is adjusted as herein provided,
the Corporation shall prepare a notice of such adjustment of the Conversion
Price setting forth the adjusted Conversion Price, the calculation of such
adjusted Conversion Price and the date on which such adjustment becomes
effective and shall promptly mail such notice of such adjustment of the
Conversion Price to the holder of each share of Series F Preferred Stock at
his, her or its last address as shown on the stock records of the Corporation.

            (h) In any case in which paragraph (d) of this Section (7) provides
that an adjustment shall become effective immediately after a record date for
an event, the Corporation may defer until the occurrence of such event (A)
issuing to the holder of any share of Series F 


                                      15
<PAGE>   16

Preferred Stock converted after such record date and before the occurrence of
such event the additional shares of Common Stock issuable upon such conversion
by reason of the adjustment required by such event over and above the Common
Stock issuable upon such conversion before giving effect to such adjustment and
(B) paying to such holder any amount in cash in lieu of any fraction pursuant
to paragraph (c) of this Section (7).

            (i) For purposes of this Section (7), the number of shares of
Common Stock at any time outstanding shall not include any shares of Common
Stock then owned or held by or for the account of the Corporation.

            (j) If any action or transaction would require adjustment of the
Conversion Price pursuant to more than one paragraph of this Section (7), only
one adjustment shall be made and such adjustment shall be the amount of
adjustment which has the highest absolute value.

            (k) In case the Corporation shall take any action affecting the
Common Stock other than action described in this Section (7), which in the
opinion of the Board of Directors would materially adversely affect the
conversion rights of the holders of the shares of Series F Preferred Stock, the
Conversion Price for the Series F Preferred Stock may be adjusted, to the
extent permitted by law, in such manner, if any, and at such time, as the Board
of Directors may determine to be equitable in the circumstances.

            (l) The Corporation covenants that it will at all times reserve and
keep available, free from preemptive rights, out of the aggregate of its
authorized but unissued shares of Common Stock or its issued shares of Common
Stock held in its treasury, or both, for the purpose of effecting conversion of
the Series F Preferred Stock, the full number of shares of Common Stock
deliverable upon the conversion of all outstanding shares of Series F Preferred
Stock not theretofore converted. For purposes of this paragraph (1), the number
of shares of Common Stock which shall be deliverable upon the conversion of all
outstanding shares of Series F Preferred Stock shall be computed as if at the
time of computation all such outstanding shares were held by a single holder.

            (m) Before taking any action which would cause an adjustment
reducing the Conversion Price below the then par value of the shares of Common
Stock deliverable upon conversion of the Series F Preferred Stock, the
Corporation shall take any corporate action which may, in the opinion of its
counsel, be necessary in order that the Corporation may validly and legally
issue fully paid and nonassessable shares of Common Stock at such adjusted
Conversion Price.

            (n) The Corporation shall use all reasonable efforts to list the
shares of Common Stock required to be delivered upon conversion of the Series F
Preferred Stock and all shares of Common Stock issued as dividends with respect
to the Shares, prior to such issuance and delivery, on the Nasdaq Stock Market
or such other exchange or interdealer quotation system on which the Common
Stock is principally traded or authorized to be quoted.

            (o) Prior to the delivery of any securities which the Corporation
shall be obligated to deliver upon conversion of the Series F Preferred Stock
or upon the payment of 


                                      16
<PAGE>   17

dividends with respect to the Shares, the Corporation shall use all reasonable
efforts to comply with all federal and state laws and regulations thereunder
requiring the registration of such securities with, or any approval of or
consent to the delivery thereof by, any governmental authority, and any such
conversion or delivery shall be subject to any applicable requirements of law
or regulation.

            (p) The Corporation shall pay any and all documentary stamp or
similar issue or transfer taxes or fees payable in respect of the issue or
delivery of shares of Common Stock on conversion of the Series F Preferred
Stock or upon the payment of dividends with respect to the Shares pursuant
hereto imposed by any Governmental Authority (including, without limitation,
any fee in respect of an HSR Act filing); provided, however, that the
Corporation shall not be required to pay any tax which may be payable in
respect of any transfer involved in the issue or delivery of shares of Common
Stock in a name other than that of the holder of the Series F Preferred Stock
to be converted and no such issue or delivery shall be made unless and until
the person requesting such issue or delivery has paid to the Corporation the
amount of any such tax or has established, to the reasonable satisfaction of
the Corporation, that such tax has been paid.

      Section (8) Ranking. Any class or series of stock of the Corporation
shall be deemed to rank:

                    (i) prior to the Series F Preferred Stock, as to dividends 
      or as to distribution of assets upon liquidation, dissolution or winding
      up, if the holders of such class shall be entitled to the receipt of
      dividends or of amounts distributable upon liquidation, dissolution or
      winding up, as the case may be, in preference or priority to the holders
      of Series F Preferred Stock;

                   (ii) on a parity with the Series F Preferred Stock, (A) as to
      dividends, if such stock is Series E Preferred Stock or if the holders of
      such class of stock and the Series F Preferred Stock shall be entitled to
      the receipt of dividends in proportion to their respective amounts of
      declared and unpaid dividends per share, without preference or priority
      one over the other, or (B) as to distribution of assets upon liquidation,
      dissolution or winding up, whether or not the redemption or liquidation
      prices per share thereof be different from those of the Series F
      Preferred Stock, if such stock shall be Series A Preferred Stock, Series
      B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock or
      Series E Preferred Stock or if the holders of such class of stock and the
      Series F Preferred Stock shall be entitled to the receipt of amounts
      distributable upon liquidation, dissolution or winding up in proportion
      to their respective amounts of liquidation prices, without preference or
      priority one over the other; and

                  (iii) junior to the Series F Preferred Stock, (A) as to
      dividends payable pursuant to paragraph (a) of Section (3) hereof, if
      such stock is Series A Preferred Stock, Series B Preferred Stock, Series
      C Preferred Stock, Series D Preferred Stock or Common Stock, or as to all
      dividends, if holders of Series F Preferred Stock shall be entitled to
      the receipt of all dividends in preference or priority to the holders of
      shares of such stock, or (B) as to distribution of assets upon
      liquidation, dissolution or winding up, if such stock shall be Common
      Stock or if the holders of Series F Preferred Stock shall be entitled to


                                      17
<PAGE>   18

      receipt of amounts distributable upon liquidation, dissolution or winding
      up in preference or priority to the holders of shares of such stock.

      Section (9) Voting.

            (a) Except as herein provided or as otherwise from time to time
required by law, holders of Series F Preferred Stock shall have no voting
rights.

            (b) So long as any shares of the Series F Preferred Stock remain
outstanding, the consent of the holders of at least two-thirds of the shares of
Series F Preferred Stock outstanding at the time given in person or by proxy,
either in writing or at any special or annual meeting, shall be necessary to
permit, effect or validate any one or more of the following:

                    (i) the authorization, creation or issuance, or any increase
      in the authorized or issued amount, of any class or series of stock
      ranking prior to (or convertible, exercisable or exchangeable into any
      class or series of stock ranking prior to) Series F Preferred Stock as to
      dividends or the distribution of assets upon liquidation, dissolution or
      winding up;

                   (ii) the increase in the authorized or issued amount of
      Series F Preferred Stock; or

                  (iii) the amendment, alteration or repeal, whether by merger,
      consolidation or otherwise, of any of the provisions of the Certificate
      of Incorporation of the Corporation (including any of the provisions
      hereof) which would affect any right, preference or voting power of
      Series F Preferred Stock or of the holders thereof, provided, however,
      that any increase in the amount of authorized preferred stock or the
      creation and issuance of other series of preferred stock, or any increase
      in the amount of authorized shares of such series or of any other series
      of preferred stock, in each case ranking on a parity with or junior to
      the Series F Preferred Stock with respect to the payment of dividends and
      the distribution of assets upon liquidation, dissolution or winding up,
      shall not be deemed to affect such rights, preferences or voting powers.

            The foregoing voting provisions shall not apply if, at or prior to
the time when the act with respect to which such vote would otherwise be
required shall be effected, all outstanding shares of Series F Preferred Stock
shall have been redeemed or sufficient funds shall have been deposited in trust
to effect such redemption, scheduled to be consummated within 30 days after
such time.

      Section (10) Record Holders. The Corporation and the Transfer Agent may
deem and treat the record holder of any shares of Series F Preferred Stock as
the true and lawful owner thereof for all purposes, and neither the Corporation
nor the Transfer Agent shall be affected by any notice to the contrary.



                                      18
<PAGE>   19




      IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
made under the seal of the Corporation and signed by Allen E. Smith, its
President and Chief Executive Officer, and attested by Lorena G. Turner, its
Assistant Secretary, this 19th day of June, 1998.

                                    POWERTEL, INC.

                                    By    /s/ Allen E. Smith
                                       ---------------------------------------
                                          Allen E. Smith
                                          President and Chief Executive Officer

(Corporate Seal)

Attest:

By    /s/ Lorena G. Turner
  ---------------------------------
      Lorena G. Turner
      Assistant Secretary



                                      19