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                                EXHIBIT 10(uu)




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

                      SERIES B CONVERTIBLE PREFERRED STOCK
                                ($0.01 Par Value)

                                       OF

                                 INTERCEL, INC.


                                   ----------

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


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                  INTERCEL, 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, at a meeting of the Board of Directors duly held on March 4,
1996:

                  RESOLVED, that the issue of a series of preferred stock, $0.01
par value, of the Corporation is hereby authorized and the designation, powers,
preferences and relative, participating, optional or other special 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. 100,000 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 B
         Convertible Preferred Stock (the "Series B Preferred Stock"). Without
         the consent of the then current holders of shares of Series B Preferred
         Stock as provided for herein, the number of shares of Series B
         Preferred Stock may not be increased and may not be decreased below the
         number of then currently outstanding shares of Series B Preferred
         Stock.




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

                  "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 B
         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 B Preferred Stock is convertible,
         as such Conversion Price may be adjusted pursuant to Section (7). The
         initial Conversion Price shall be $16.50 (equivalent to the rate of
         45.4545 shares of Common Stock for each share of Series B Preferred
         Stock).

                  "Current Market Price" shall mean, as of a particular date,
         the average of the 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.

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

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

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

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




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                  "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.

                  "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 of the Corporation as
         the transfer agent for the Series B Preferred Stock.

         Section (3) Dividends. (a) The holders of shares of the Series B
Preferred Stock shall be entitled to receive, when and if declared by the Board
of Directors out of funds legally available therefor, dividends in an amount per
share of Series B Preferred Stock equal to the dividends payable on the number
of shares of Common Stock into which one share of Series B Preferred Stock is
then convertible, determined as of the date fixed for determining holders of
shares of Common Stock entitled to receive such dividends. Each such dividend
shall be payable in arrears to the holders of record of shares of the Series B
Preferred Stock, as they appear on the stock records of the Corporation at the
close of business on such record dates, not more than 60 days preceding the
payment dates thereof, as shall be fixed by the Board of Directors.

         (b) Except as provided in Section 5(a), holders of shares of Series B
Preferred Stock called for redemption on a redemption date between a dividend
payment record date and the dividend payment date shall not be entitled to
receive the dividend payable on such dividend payment date.

         (c) So long as any shares of the Series B Preferred Stock are
outstanding, no dividends shall be declared or paid or set apart for payment on
any class or series of stock of the Corporation ranking, as to dividends, on a
parity with the Series B Preferred Stock, for any period, nor shall any shares
ranking on a parity with the




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Series B Preferred Stock be redeemed or purchased by the Corporation or any
Subsidiary, unless dividends declared and paid on the Common Stock have been or
contemporaneously are declared and paid or declared and a sum sufficient for the
payment thereof set apart for such payment on the Series B Preferred Stock in
accordance with paragraph (a) of this Section (3).

         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 B Preferred Stock, upon liquidation, dissolution or
winding up, the holders of the shares of Series B Preferred Stock shall be
entitled to receive $750.00 per share plus an amount equal to all dividends
declared and unpaid thereon to the date of final distribution to such holders;
thereafter, such holders shall be entitled to share ratably 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 and any other
shares of stock ranking, as to liquidation, dissolution or winding up, on a
parity with the Series B Preferred Stock, shall be insufficient to pay in full
the preferential amount aforesaid 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 and any
such other stock ratably in accordance with the respective amounts which would
be payable on such shares of Series A Preferred Stock, Series B Preferred Stock
and any such other stock if all amounts 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 corporations, (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.

         (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 B
Preferred Stock, upon any liquidation, dissolution or winding up of the
Corporation, after payment shall have been made in full to the holders of Series
B Preferred Stock, as provided in paragraph (a) of this Section (4), holders of
shares of Series B 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 B Preferred
Stock in an amount equal to the distributions made in respect of the number




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of shares of Common Stock into which such share of Series B Preferred Stock is
then convertible.

         Section (5) Redemption at the Option of the Corporation. (a) Series B
Preferred Stock may not be redeemed by the Corporation prior to the fifth
anniversary of the Issue Date. After the fifth anniversary of the Issue Date,
the Corporation, at its option, may redeem the shares of Series B Preferred
Stock, in whole or in part, for an aggregate redemption price of $750.00 per
share plus an amount per share equal to declared and unpaid dividends, if any,
to the date fixed for redemption, out of funds legally available therefor, at
any time or from time to time, subject to the notice provisions and provisions
for partial redemption described below; provided, however, that the Corporation
must redeem the shares of Series A Preferred Stock and the shares of Series B
Preferred Stock on a pro rata basis.

         (b) In the event the Corporation shall redeem shares of Series A
Preferred Stock and Series B Preferred Stock, notice of such redemption shall be
given by first class mail, postage prepaid, mailed not less than 20 nor more
than 60 days prior to the redemption date, to each holder of record of the
shares to be redeemed, at such holder's address as the same appears on the stock
records of the Corporation, which notice shall be unconditional and irrevocable.
Each such notice shall state: (1) the redemption date; (2) the number of shares
of Series A Preferred Stock and Series B Preferred Stock 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 redemption price; (4) the
place or places where certificates for such shares are to be surrendered for
payment of the redemption price; and (5) the then current conversion price.
Notice having been mailed as aforesaid, from and after the redemption date
(unless default shall be made by the Corporation in providing money for the
prompt payment of the redemption price), (i) the shares of the Series B
Preferred Stock so called for redemption 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.

        Upon surrender in accordance with said notice of the certificates for
any such shares so redeemed (properly endorsed or assigned for transfer, if the
Corporation shall so require and the notice shall so state), such shares shall
be redeemed by the Corporation at the applicable redemption price aforesaid. If
fewer than all the outstanding shares of Series A Preferred Stock and Series B
Preferred Stock are to be redeemed. shares to be redeemed shall be selected pro
rata (as nearly as may be) by the Corporation from outstanding shares of Series
A Preferred Stock and Series B




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Preferred Stock 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 B Preferred
Stock purchased or redeemed by the Corporation or converted shall be retired and
cancelled 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 B 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 B Preferred Stock shall have the right, at
his, her or its option, at any time after the fourth anniversary of the Issue
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 the close of business on the date fixed for such redemption,
unless the Corporation shall default in making prompt payment of the amount
payable upon such redemption. Any share of Series B Preferred Stock may be
converted, at the request of its holder, in part into Common Stock. If a part of
a share of Series B 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 B
Preferred Stock evidencing the remaining interest of such holder.

         (b) In order to exercise the conversion right, the holder of each share
of Series B 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 B 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 B 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




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transfer or similar tax (or evidence reasonably satisfactory to the Corporation
demonstrating that such taxes have been paid).

         Holders of shares of Series B 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 B Preferred Stock as aforesaid, the Corporation shall issue and
shall 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 B 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, and (iii) 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 B 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 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 B 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 B Preferred Stock.
Instead of any fractional interest in a share of Common Stock which would
otherwise




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be deliverable upon the conversion of a share of Series B 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 B 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, (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 B Preferred Stock thereafter surrendered for conversion
         shall be entitled to receive the number of shares of Common 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 B 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) rights or warrants 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 Conversion Price at the record date for the determination
         of shareholders entitled to receive such rights or warrants or (b)
         shares of Common Stock or securities exercisable for (including rights
         or warrants 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 Conversion 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 B Preferred Stock upon
         conversion), then in each such case




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         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 rights, warrants 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 rights, warrants 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 rights or warrants 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 Conversion 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 rights, warrants 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 rights, warrants 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 rights or warrants entitle the holders of Common Stock to subscribe
         for or purchase shares of Common Stock at less than the Conversion
         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 payable into shares of
         Common Stock), there shall be taken into account convertible any net
         consideration received or receivable by the Corporation upon issuance
         and upon exercise of such rights or warrants or upon issuance of shares
         of Common Stock (or securities exercisable for or exchangeable or
         convertible consideration, if other than into shares of Common Stock),
         the value of such cash, to be determined by the Board of Directors in
         good faith or, if higher,




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         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 rights, warrants 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 rights or warrants
         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 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 rights or warrants to subscribe for or purchase any of its
         (excluding those referred to in subparagraph (ii)(a) above) (any of
         securities 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 B Preferred Stock upon
         the conversion of the shares of Series B Preferred Stock so that any
         such holder converting shares of Series B 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 B 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 B 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




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         immediately, except as provided in paragraph (h) below, after the
         record date for the determination of stockholders entitled to receive
         such distribution.

                  (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 rights or warrants 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 B Preferred Stock have received
         the same dividend, distribution or issuance in accordance with Section
         (3).

         (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 B 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 B Preferred Stock was convertible immediately prior to such Transaction.
The




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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 B
Preferred Stock which will contain provisions enabling the holders of the Series
B 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 other rights or warrants; 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 B 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,




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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 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 B
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 B 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 B Preferred Stock, the Conversion Price
for the Series B 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 B
Preferred Stock, the full number of shares of Common Stock deliverable upon the
conversion of




<PAGE>   15



                                      14



all outstanding shares of Series B 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 B
Preferred Stock shall be computed as if at the time of computation all such
outstanding shares were held by a single holder.

        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 B 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.

        The Corporation shall use all reasonable efforts to list the shares of
Common Stock required to be delivered upon conversion of the Series B Preferred
Stock prior to such 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.

        Prior to the delivery of any securities which the Corporation shall be
obligated to deliver upon conversion of the Series B Preferred Stock, 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.

        (m) The Corporation shall pay any and all documentary stamp or similar
issue or transfer taxes payable in respect of the issue or delivery of shares of
Common Stock on conversion of the Series B Preferred Stock pursuant hereto;
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 B 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 classes of stock of the
Corporation shall be deemed to rank:




<PAGE>   16

                                       15



                  (i) prior to the Series B 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 B Preferred Stock:

                  (ii) on a parity with the Series B Preferred Stock, (A) as to
         dividends, if such stock shall be Series A Preferred Stock or Common
         Stock or if the holders of such class of stock and the Series B
         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 B Preferred Stock, if such stock
         shall be Series A Preferred Stock or if the holders of such class of
         stock and the Series B 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 B Preferred Stock, (A) as to
         dividends, if the holders of Series B Preferred Stock shall be entitled
         to the receipt of 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 B Preferred Stock shall be entitled
         to 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 B Preferred Stock shall have no
voting rights.

         (b) So long as any shares of the Series B Preferred Stock remain
outstanding, the consent of the holders of at least two-thirds of the shares of
Series B 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




<PAGE>   17



                                       16



         Series B 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
         B 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 B 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 B 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 B 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 B 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.




<PAGE>   18



                                       17



         IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
made under the seal of the Corporation and signed by Fred G. Astor, its
Executive Vice President and Chief Financial Officer, and attested by Lorena G.
Turner, its Assistant Secretary, this 6th day of June, 1996.


                                             INTERCEL, INC.


                                             By  /s/ Fred G. Astor
                                               ------------------------------


(Corporate Seal)


Attest:



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