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                                                                  EXHIBIT 10(a)



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

                            STOCK PURCHASE AGREEMENT

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                                    BETWEEN

                                 POWERTEL, INC.

                                      AND

                           SCANA COMMUNICATIONS, INC.



                           DATED AS OF JUNE 22, 1998



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<TABLE>
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                                                  TABLE OF CONTENTS
<S>      <C>            <C>                                                                           <C>
ARTICLE I  DEFINITIONS..............................................................................   1
         SECTION 1.1    Certain Defined Terms.......................................................   1

ARTICLE II  PURCHASE AND SALE.......................................................................   5
         SECTION 2.1    Purchase and Sale of the Shares.............................................   5
         SECTION 2.2    Purchase Price..............................................................   5
         SECTION 2.3    Closing.....................................................................   6
         SECTION 2.4    Closing Deliveries by the Seller............................................   6
         SECTION 2.5    Closing Deliveries by the Purchaser.........................................   6

ARTICLE III  REPRESENTATIONS AND WARRANTIES OF THE SELLER...........................................   6
         SECTION 3.1    Organization, Authority and Qualification of the Seller.....................   6
         SECTION 3.2    Capitalization of the Seller................................................   7
         SECTION 3.3    Subsidiaries................................................................   7
         SECTION 3.4    No Conflict.................................................................   8
         SECTION 3.5    Governmental Consents and Approvals.........................................   8
         SECTION 3.6    Seller SEC Reports; Financial Statements....................................   9
         SECTION 3.7    No Undisclosed Liabilities..................................................   9
         SECTION 3.8    Conduct in the Ordinary Course; Absence of Certain Changes, Events and
                        Conditions..................................................................   9
         SECTION 3.9    Litigation..................................................................  10
         SECTION 3.10   Compliance with Laws........................................................  10
         SECTION 3.11   Full Disclosure.............................................................  10
         SECTION 3.12   Private Placement...........................................................  10
         SECTION 3.13   FCC Regulations.............................................................  10
         SECTION 3.14   Brokers.....................................................................  10
         SECTION 3.15   Delivery of Certain Documents...............................................  10
         SECTION 3.16   No Consideration for Consent................................................  11
         SECTION 3.17   Delivery of Business Plan...................................................  11
         SECTION 3.18   Licenses....................................................................  11
         SECTION 3.19   Other Licenses and Approvals................................................  12
         SECTION 3.20   Tax Matters.................................................................  12
         SECTION 3.21   FCC Change of Control.......................................................  12

ARTICLE IV  REPRESENTATIONS AND WARRANTIES OF THE PURCHASER.........................................  13
         SECTION 4.1    Organization and Authority of the Purchaser.................................  13
         SECTION 4.2    No Conflict.................................................................  13
         SECTION 4.3    Governmental Consents and Approvals.........................................  13
         SECTION 4.4    Litigation..................................................................  14
         SECTION 4.5    Investment Purpose..........................................................  14
         SECTION 4.6    Accredited Investor.........................................................  14
         SECTION 4.7    Brokers.....................................................................  14

ARTICLE V  ADDITIONAL AGREEMENTS....................................................................  14
         SECTION 5.1    Filing of Certificate of Designations.......................................  14
         SECTION 5.2    Treatment of Shares as Equity...............................................  14
         SECTION 5.3    Regulatory and Other Authorizations; Notices and Consents...................  14
         SECTION 5.4    Notice of Developments......................................................  15
         SECTION 5.5    Registration Rights.........................................................  15
         SECTION 5.6    Resale Restrictions.........................................................  15
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<TABLE>
<CAPTION>

<S>      <C>            <C>                                                                          <C>
         SECTION 5.7    Registration of Shares.......................................................16
         SECTION 5.8    Reservation of Common Stock..................................................16
         SECTION 5.9    Delivery of Certain Documents................................................16
         SECTION 5.10   Certain Information..........................................................16
         SECTION 5.11   Conduct of Business of the Seller............................................17
         SECTION 5.12   Use of Funds.................................................................12
         SECTION 5.13   Further Action...............................................................17

ARTICLE VI  CONDITIONS TO CLOSING....................................................................17
         SECTION 6.1    Conditions to Obligations of the Seller......................................17
         SECTION 6.2    Conditions to Obligations of the Purchaser...................................18

ARTICLE VII INDEMNIFICATION..........................................................................20
         SECTION 7.1    Survival of Representations and Warranties...................................20
         SECTION 7.2    Indemnification..............................................................21
         SECTION 7.3    Limits on Indemnification....................................................22

ARTICLE VIII  TERMINATION AND WAIVER.................................................................23
         SECTION 8.1    Termination..................................................................23
         SECTION 8.2    Effect of Termination........................................................23
         SECTION 8.3    Waiver.......................................................................23

ARTICLE IX GENERAL PROVISIONS........................................................................24
         SECTION 9.1    Expenses.....................................................................24
         SECTION 9.2    Notices......................................................................24
         SECTION 9.3    Public Announcements.........................................................25
         SECTION 9.4    Headings.....................................................................25
         SECTION 9.5    Severability.................................................................25
         SECTION 9.6    Entire Agreement.............................................................26
         SECTION 9.7    Assignment...................................................................26
         SECTION 9.8    No Third Party Beneficiaries.................................................26
         SECTION 9.9    Amendment....................................................................26
         SECTION 9.10   Governing Law................................................................26
         SECTION 9.11   Counterparts.................................................................26
         SECTION 9.12   Specific Performance.........................................................26

EXHIBITS

         6.1(e) Form of Opinion of Purchaser's Legal Counsel
         6.2(e) Form of Opinion of Seller's Legal Counsel

ANNEXES

         Annex I....................................................................................I-1
         Annex II..................................................................................II-1
</TABLE>


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      This STOCK PURCHASE AGREEMENT, dated as of June 22, 1998, is entered into
between POWERTEL, INC., a Delaware corporation (the "Seller"), and SCANA
COMMUNICATIONS, INC., a South Carolina corporation (the "Purchaser").

                              W I T N E S S E T H:

      WHEREAS, the Seller wishes to issue and to sell to the Purchaser, and the
Purchaser wishes to purchase from the Seller, 50,000 shares (the "Shares") of a
new series of convertible preferred stock of the Seller designated Series E
6.5% Cumulative Convertible Preferred Stock, par value $0.01 per share (the
"Preferred Stock"), upon the terms and subject to the conditions set forth
herein; and

      WHEREAS, the terms of the Preferred Stock are set forth in the form of
Certificate of Designations attached as Annex I hereto (the "Certificate of
Designations");

      NOW, THEREFORE, in consideration of the premises and the mutual
agreements and covenants hereinafter set forth, the Purchaser and the Seller
hereby agree as follows:

                                   ARTICLE I

                                  DEFINITIONS



      SECTION 1.1 Certain Defined Terms. As used in this Agreement, the
following terms shall have the following meanings:

      "Action" means any claim, action, suit, arbitration, inquiry, proceeding
or investigation by or before any Governmental Authority.

      "Affiliate" means, with respect to any specified Person, any other Person
that directly, or indirectly through one or more intermediaries, controls, is
controlled by, or is under common control with, such specified Person.

      "Agreement" or "this Agreement" means this Stock Purchase Agreement,
dated as of June 22, 1998, between the Seller and the Purchaser (including the
Exhibits and Annexes hereto and the Disclosure Schedule) and all amendments
hereto made in accordance with the provisions of Section 9.9.

      "Approvals" has the meaning specified in Section 3.5.

      "Assets" means the properties, assets (including, without limitation,
Licenses) and contract rights used or intended to be used in the conduct of the
Business or otherwise owned, leased or used by the Seller or any Subsidiary or,
with respect to contract rights, to which the Seller or any Subsidiary is a
party or is bound.


<PAGE>   5



      "Beneficially Own" with respect to any securities means having beneficial
ownership as determined pursuant to Rule 13d-3 under the Exchange Act,
including having beneficial ownership pursuant to any agreement, arrangement or
understanding, whether or not in writing.

      "Business" means the business of the Seller and the Subsidiaries as
currently conducted and, as contemplated by the Seller on the date hereof and
on the Closing Date, to be conducted.

      "Business Day" means 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.

      "Certificate of Designations" has the meaning specified in the recitals
to this Agreement.

      "Closing" has the meaning specified in Section 2.3.

      "Closing Date" has the meaning specified in Section 2.3.

      "Commission" means the United States Securities and Exchange Commission.

      "Common Stock" means the common stock, par value $0.01 per share, of the
Seller.

      "Communications Act" means the Federal Communications Act of 1934, as
amended.

      "Control" (including the terms "controlled by" and "under common control
with"), with respect to the relationship between or among two or more Persons,
means the possession, directly or indirectly or as trustee or executor, of the
power to direct or cause the direction of the affairs or management of a
Person, whether through the ownership of voting securities, as trustee or
executor, by contract or otherwise, including, without limitation, the
ownership, directly or indirectly, of securities having the power to elect a
majority of the board of directors or similar body governing the affairs of
such Person.

      "Disclosed by Seller" with respect to information concerning any event,
fact or circumstance, includes information contained in the Seller's SEC
Reports, annual and other reports furnished by Seller to its stockholders as a
group, and press releases of the Seller disseminated to (i) the Dow Jones News
Service or (ii) the National Association of Securities Dealers, Inc. Automated
Quotation System or other national securities exchange ("Press Releases"), as
well as information disclosed directly to the Purchaser by the Seller in this
Agreement, the 1997 Financial Statements, the 1998 Financial Statements or in
writing and attached hereto or delivered pursuant to Section 6.2. If the
Purchaser has a representative on the Seller's Board of Directors, "Disclosed
by Seller" shall also mean written information and materials which are or have
been disclosed or distributed during the term of service of such representative
to the Seller's Board of Directors or any committee thereof on which such
representative serves or written evidence (such as minutes, resolutions and
written consents) of


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<PAGE>   6

the meetings of the Board of Directors or any committee thereof on which such
representative serves which are distributed during the term of service of such
representative.

      "Disclosure Schedule" means the Disclosure Schedule attached hereto,
dated as of the date hereof, and forming a part of this Agreement.

      "Encumbrance" means any security interest, pledge, mortgage, lien,
charge, encumbrance, adverse claim, preferential arrangement or restriction of
any kind, including, without limitation, any restriction on the use, voting,
transfer, receipt of income or other exercise of any attributes of ownership.

      "Exchange Act" means the United States Securities Exchange Act of 1934,
as amended.

      "Executive Officer" has the meaning set forth in Rule 405 of Regulation C
adopted by the Commission under the Securities Act without regard to whether
any party to this Agreement is a registrant as used in Rule 405.

      "FCC" means the United States Federal Communications Commission.

      "FCC Licenses" means all licenses granted by the FCC to the Seller for
and related to the provision of personal communications services and cellular
services in connection with the Seller's Business.

      "Governmental Authority" means any United States federal, state or local
or any foreign government, regulatory or administrative authority, or any
governmental agency, department, board or commission, or any court, tribunal,
or judicial, arbitral or investigative body or other governmental tribunal.

      "Governmental Order" means any order, writ, judgment, injunction, decree,
stipulation, determination or award entered by or with any Governmental
Authority.

      "HSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
as amended, and the rules and regulations promulgated thereunder.

      "Knowledge" of a party with respect to such party's representation or
warranty concerning any event, fact or circumstance means the current actual
knowledge of that party's Executive Officers of information which, after
reasonable consideration by such Executive Officers, would be recognized by
reasonable persons of similar experience in such positions as relevant to the
representation or warranty qualified by the words "to the knowledge" of a
party, "known to" a party or a similar phrase. Knowledge does not include
information not within such current actual knowledge that might be revealed if
the party's files were searched or if any other investigation were made.


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      "Law" means any United States federal, state, local or foreign statute,
law, ordinance, regulation, rule, code, order, other requirement or rule of
law, including, without limitation, any requirement or rule of law of the FCC.

      "Liabilities" means any and all debts, liabilities and obligations,
whether accrued or fixed, absolute or contingent, matured or unmatured or
determined or determinable, including, without limitation, those arising under
any Law, Action or Governmental Order and those arising under any contract,
agreement, arrangement, commitment or undertaking.

      "Licenses" means all FCC Licenses and all other licenses, permits
(including construction permits), consents, approvals and other authority
issued by any Governmental Authority in connection with the legal and proper
operation of the Seller's Business.

      "Loss" has the meaning specified in Section 7.2(a).

      "Material Adverse Effect" means any circumstance, change in or effect on
the Business, the Seller or any Subsidiary that, individually or in the
aggregate with any other circumstances, changes in, or effects on, the
Business, the Seller or any Subsidiary: (a) is, or would reasonably be expected
to be, materially adverse to the Business, operations, Assets or Liabilities,
prospects, results of operations or financial condition of the Seller and the
Subsidiaries, taken as a whole; or (b) would reasonably be expected to
materially adversely affect the ability of the Seller and the Subsidiaries to
operate or conduct the Business.

      "1997 Financial Statements" means the audited annual consolidated
financial statements of the Company and the notes and schedules thereto for the
year ended December 31, 1997.

      "1998 Financial Statements" has the meaning specified in Section 3.2(b).

      "Person" means any individual, partnership, limited liability company,
firm, corporation, association, trust, joint venture, unincorporated
organization or other entity, as well as any syndicate or group that would be
deemed to be a person under Section 13(d)(3) of the Exchange Act.

      "Preferred Stock" has the meaning specified in the recitals to this
Agreement.

      "Purchase Price" has the meaning specified in Section 2.2.

      "Purchaser" has the meaning specified in the preamble to this Agreement.

      "Reference Balance Sheet Date" means March 31, 1998.

      "Related Agreements" has the meaning specified in Section 3.15.

      "Sale" means any sale, assignment, transfer, distribution or other
disposition of shares of Common Stock or of a participation therein, whether
voluntarily or by operation of law.


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<PAGE>   8

      "SEC Reports" has the meaning specified in Section 3.6(a).

      "Securities Act" means the United States Securities Act of 1933, as
amended.

      "Seller" has the meaning specified in the preamble to this Agreement.

      "Series F Stock Purchase Agreement" means that certain Stock Purchase
Agreement of even date herewith between the Seller and ITC Wireless, Inc., as
purchaser thereunder, with respect to the sale and purchase of 50,000 shares of
the Seller's Series F 6.5% Cumulative Convertible Preferred Stock.

      "Shares" has the meaning specified in the recitals to this Agreement.

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

      "Tax" or "taxes" means any and all taxes, fees, levies, assessments,
duties, tariffs, imposts, and other charges of any kind (together with any and
all interest, penalties, additions to tax and additional amounts imposed with
respect thereto) imposed by any government or taxing authority, including,
without limitation: taxes or other charges on or with respect to income,
franchises, windfall or other profits, gross receipts, property, sales, use,
capital stock, payroll, employment, social security, workers' compensation,
unemployment compensation, or net worth; taxes or other charges in the nature
of excise, withholding, ad valorem, stamp, transfer, value added, or gains,
taxes; license, registration and documentation fees; and customs duties,
tariffs, and similar charges.

      "Third Party Claims" has the meaning specified in Section 7.2(b).

      "U.S. GAAP" means United States generally accepted accounting principles
and practices as in effect from time to time and applied consistently
throughout the periods involved.

                                   ARTICLE II

                               PURCHASE AND SALE

      SECTION 2.1 Purchase and Sale of the Shares. Upon the terms and subject
to the conditions of this Agreement, at the Closing, the Seller shall sell to
the Purchaser, and the Purchaser shall purchase from the Seller, the Shares.

      SECTION 2.2 Purchase Price. The aggregate purchase price for the Shares
shall be $75,000,000.00 (the "Purchase Price"), representing a purchase price
of $1,500.00 per Share.


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<PAGE>   9

      SECTION 2.3 Closing. Upon the terms and subject to the conditions of this
Agreement, the issuance, sale and purchase of the Shares contemplated by this
Agreement shall take place at a closing (the "Closing") to be held at 10:00
A.M. local time on a date and at a location mutually agreed to by the parties
upon the satisfaction or waiver of all conditions to the obligations of the
parties set forth in Article VI, or at such other place or at such other time
or on such other date as the Seller and the Purchaser may mutually agree upon
in writing (the day on which the Closing takes place being the "Closing Date").

      SECTION 2.4 Closing Deliveries by the Seller. At the Closing, the Seller
shall deliver or cause to be delivered to the Purchaser a receipt for the
Purchase Price, stock certificates evidencing the Shares duly registered in the
name of the Purchaser, in a form reasonably satisfactory to the Purchaser, and
the opinions, certificates and other documents required to be delivered
pursuant to Section 6.2.

      SECTION 2.5 Closing Deliveries by the Purchaser. At the Closing, the
Purchaser shall deliver to the Seller the Purchase Price in immediately
available funds together with the opinions, certificates and other documents
required to be delivered pursuant to Section 6.1.

                                  ARTICLE III

                 REPRESENTATIONS AND WARRANTIES OF THE SELLER

      As an inducement to the Purchaser to enter into this Agreement, the
Seller hereby represents and warrants to the Purchaser as follows:

      SECTION 3.1 Organization, Authority and Qualification of the Seller. The
Seller is a corporation duly organized, validly existing and in good standing
under the laws of the State of Delaware and has all necessary power and
authority to enter into this Agreement, to carry out its obligations hereunder,
to consummate the transactions contemplated hereby and to conduct its Business,
except where the failure to be in good standing would not have a Material
Adverse Effect. The Seller is duly licensed or qualified to do Business and is
in good standing in each jurisdiction in which the properties owned or leased
by it or the operation of its Business makes such licensing or qualification
necessary, except as would not have a Material Adverse Effect. The execution
and delivery of this Agreement by the Seller, the performance by the Seller of
its obligations hereunder and the consummation by the Seller of the
transactions contemplated hereby, including, without limitation, the issuance
of the Preferred Stock in accordance with the terms of this Agreement and the
Certificate of Designations, have been duly authorized by all requisite action
on the part of the Seller. This Agreement has been duly executed and delivered
by the Seller, and (assuming due authorization, execution and delivery by the
Purchaser) this Agreement constitutes a legal, valid and binding obligation of
the Seller enforceable against the Seller in accordance with its terms.


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      SECTION 3.2 Capitalization of the Seller. (a) The authorized capital
stock of the Seller consists of 100,000,000 shares of Common Stock and
1,000,000 shares of preferred stock, par value $0.01 per share. As of the date
hereof, (i) 26,948,955 shares of Common Stock are issued and outstanding, all
of which are validly issued, fully paid and nonassessable, and (ii) 300,000
shares of preferred stock (not including the Preferred Stock) are issued and
outstanding, all of which are validly issued, fully paid and nonassessable.
None of the issued and outstanding shares of Common Stock or preferred stock
was issued in violation of any preemptive rights. All issuances of such issued
and outstanding shares when made were registered or exempt from registration
under the Securities Act, except where the failure of such issuances to be
registered or exempt from registration would not, individually or in the
aggregate, have a Material Adverse Effect. Except as disclosed in the SEC
Reports and in Schedule 3.2 of the Disclosure Schedule, there are no options,
warrants, convertible securities or other rights, agreements, arrangements or
commitments of any character to which the Seller is a party relating to the
issuance or sale of capital stock of the Seller or obligating the Seller to
issue or sell any shares of capital stock of, or any other equity interest in,
the Seller or its Subsidiaries. Except as disclosed in Schedule 3.2 of the
Disclosure Schedule, there are no outstanding contractual obligations of the
Seller to repurchase, redeem or otherwise acquire any shares of Common Stock or
shares of capital stock of its Subsidiaries. Upon issuance of the Shares to the
Purchaser at the Closing and payment therefor pursuant to this Agreement and
the Certificate of Designations, the Shares will be validly issued, fully paid
and nonassessable and free of preemptive rights. By the Closing Date, the
shares of Common Stock issuable upon conversion of the Shares will be duly
authorized and reserved for issuance upon such conversion and, upon issuance of
such shares in accordance with the Certificate of Designations, will be validly
issued, fully paid and nonassessable and free of preemptive rights. Upon
consummation of the transactions contemplated by this Agreement, including the
issuance of the Shares, registration of the Shares in the name of the Purchaser
in the stock records of the Seller and delivery of the Shares, the Purchaser
will own the Shares free and clear of all Encumbrances, other than Encumbrances
resulting from any action, or failure to take action, by the Purchaser. All
shares of Common Stock issued as dividends with respect to the Shares will be
validly issued, fully paid and nonassessable and free of preemptive rights.
Upon the due declaration and issuance of a dividend payable in Common Stock
with respect to the Shares, the registration of such shares of Common Stock in
the name of the Purchaser in the stock records of the Seller and delivery of
such shares of Common Stock, the Purchaser will own all such shares of Common
Stock free and clear of all Encumbrances, other than Encumbrances resulting
from any action, or failure to take any action, by the Purchaser.

           (b) The outstanding indebtedness of Seller as of March 31, 1998 is
accurately reflected (subject to normal and recurring adjustments and other
revisions which were not and are not known or reasonably expected to be
material in amount) in the Seller's balance sheet at March 31, 1998 contained
in the Seller's unaudited quarterly consolidated financial statements and the
notes and schedules thereto for the quarter ended March 31, 1998 (the "1998
Financial Statements").

      SECTION 3.3 Subsidiaries. Each Subsidiary: (i) is duly organized and
validly existing under the laws of its jurisdiction of organization; (ii) has
all necessary power and


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<PAGE>   11

authority to own, operate or lease the properties and assets owned, operated or
leased by such Subsidiary and to carry on its business as it has been and is
currently conducted by such Subsidiary; and (iii) is duly licensed or qualified
to do business and is in good standing in each jurisdiction in which the
properties owned or leased by it or the operation of its business makes such
licensing or qualification necessary or desirable, except where the failure to
be so duly licensed or qualified would not have a Material Adverse Effect. Each
Subsidiary is wholly owned, directly or indirectly, by the Seller.

      SECTION 3.4 No Conflict. Assuming that all Approvals described in Section
3.5 have been obtained, that approval of the Certificate of Designations and
the issuance of the Shares has been obtained from the holders of the Seller's
Series A, Series B, Series C and Series D Preferred Stock and that all filings
and notifications listed in Schedule 3.5 of the Disclosure Schedule have been
made, the execution, delivery and performance of this Agreement by the Seller,
and the issuance of the Shares and the performance of the Seller's obligations
in accordance with the Certificate of Designations, do not and will not: (i)
violate, conflict with or result in the breach of any provision of the
certificate of incorporation or by-laws (or similar organizational documents)
of the Seller or any Subsidiary as in effect on the date hereof or on the
Closing Date; (ii) conflict with or violate (or cause an event which could have
a Material Adverse Effect as a result of) any Law or Governmental Order as in
effect on the date hereof or on the Closing Date applicable to the Seller, any
Subsidiary or any of their respective assets, properties or businesses; or
(iii) conflict with, result in any breach of, constitute a default (or event
which with the giving of notice or lapse of time, or both, would become a
default) under, require any consent under, or give to others any rights of
termination, amendment, acceleration, suspension, revocation or cancellation
of, or result in the creation of any Encumbrance on any of the Shares or on any
of the assets or properties of the Seller or any Subsidiary pursuant to, any
note, bond, mortgage or indenture, contract, agreement, lease, sublease,
license, permit, franchise or other instrument or arrangement as in effect on
the date hereof or on the Closing Date to which the Seller or any Subsidiary is
a party or by which any of the Shares or any of such assets or properties is
bound or affected.

      SECTION 3.5 Governmental Consents and Approvals. The execution, delivery
and performance of this Agreement by the Seller and the performance of the
Seller's obligations in accordance with the Certificate of Designations do not
and will not require any consent, approval, authorization or other order of,
action by, filing with or notification to any Governmental Authority on the
part of the Seller pursuant to Laws as they are in effect on the Closing Date
(collectively, the "Approvals"), except: (i) as described in Schedule 3.5 of
the Disclosure Schedule; (ii) pursuant to the notification requirements of the
HSR Act; (iii) the filing with the Secretary of State of the State of Delaware
of the Certificate of Designations contemplated by Section 5.1; and (iv) any
filings required to effect any registration pursuant to Section 5.5. Subject to
the exceptions set forth in clauses (i), (ii) and (iv) above, the Seller will
obtain all such Approvals on or before the Closing Date.


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<PAGE>   12

      SECTION 3.6 Seller SEC Reports; Financial Statements.

         (a) The Seller has filed all forms, reports and documents required to
be filed by it with the Commission, and has heretofore made available to the
Purchaser, in the form filed with the Commission (excluding any exhibits
thereto), (i) its Annual Report on Form 10-K for the fiscal years ended
December 31, 1995, 1996 and 1997, (ii) its Quarterly Report on Form 10-Q for
the period ended March 31, 1998 and (iii) all proxy statements relating to the
Seller's meetings of stockholders (whether annual or special) held since
December 31, 1995 (collectively, the "SEC Reports").

         (b) Except as set forth in Schedule 3.6 of the Disclosure Schedule,
the SEC Reports and any other forms, reports and other documents filed by the
Seller with the Commission as of the date of this Agreement (i) were prepared
in all material respects in accordance with the requirements of the Securities
Act and the Exchange Act, as the case may be, and the rules and regulations
thereunder and (ii) did not at the time they were filed contain any untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary in order to make the statements made therein, in
light of the circumstances under which they were made, not misleading.

         (c) The financial statements (including, in each case, any notes
thereto) contained in the SEC Reports were prepared in accordance with U.S.
GAAP applied on a consistent basis throughout the periods indicated (except as
may be indicated in the notes thereto), and each fairly presented the financial
position, results of operations and cash flows of the Seller and its
consolidated subsidiaries as at the respective dates thereof and for the
respective periods indicated therein (subject, in the case of unaudited
statements, to normal and recurring year-end adjustments which were not and are
not known or reasonably expected, individually or in the aggregate, to be
material in amount).

         (d) Since March 31, 1998 there has not been any change, occurrence or
circumstance affecting the Business, results of operations or financial
condition of the Seller or any Subsidiary that has had, individually or in the
aggregate, a Material Adverse Effect, other than changes, occurrences and
circumstances referred to in any subsequently filed SEC Reports or otherwise
Disclosed by Seller.

      SECTION 3.7 No Undisclosed Liabilities. There are no Liabilities of the
Seller or any Subsidiary, other than Liabilities (i) disclosed in Schedule 3.7
of the Disclosure Schedule, (ii) reflected in the SEC Reports, the 1997
Financial Statements, the 1998 Financial Statements or otherwise Disclosed by
Seller, (iii) not required to be reflected in a consolidated balance sheet of
the Seller and its Subsidiaries or in the notes thereto prepared in accordance
with U.S. GAAP or (iv) incurred since the Reference Balance Sheet Date in the
ordinary course of business and which do not have a Material Adverse Effect.

      SECTION 3.8 Conduct in the Ordinary Course; Absence of Certain Changes,
Events and Conditions. Since the Reference Balance Sheet Date, except as
Disclosed by Seller in any subsequently filed SEC Reports or Press Releases, as
reflected in the 1997 Financial Statements, 


                                       9
<PAGE>   13

the 1998 Financial Statements or as contemplated by this Agreement, the
Business of the Seller and the Subsidiaries has been conducted in the ordinary
course, and the Seller has not suffered any Material Adverse Effect.

      SECTION 3.9 Litigation. Except as set forth in the SEC Reports, as
reflected in the 1997 Financial Statements or the 1998 Financial Statements, as
disclosed in Schedule 3.9 of the Disclosure Schedule or otherwise Disclosed by
Seller, there are no Actions by or against the Seller or any Subsidiary (or by
or against any Affiliate thereof and relating to the Business, the Seller or
any Subsidiary), or affecting the Business or any of the Assets, pending before
any Governmental Authority (or, to the knowledge of the Seller, threatened to
be brought by or before any Governmental Authority) that has, has had or could
reasonably be expected to have a Material Adverse Effect or could reasonably be
expected to affect the legality, validity or enforceability of this Agreement
or the consummation of the transactions contemplated hereby. None of the
Seller, the Subsidiaries nor any of the Assets is subject to any Governmental
Order (nor, to the knowledge of the Seller, are there any such Governmental
Orders threatened to be imposed by any Governmental Authority) which has, has
had or could have a Material Adverse Effect.

      SECTION 3.10 Compliance with Laws. The Seller and the Subsidiaries have
each conducted and continue to conduct the Business in all material respects in
accordance with all Laws and Governmental Orders applicable to the Seller or
any Subsidiary or any of the Assets or the Business, and neither the Seller nor
any Subsidiary is in material violation of any such Law or Governmental Order.

      SECTION 3.11 Full Disclosure. The Seller is not aware of any facts
pertaining to the Seller, any Subsidiary or the Business which could reasonably
be expected to have a Material Adverse Effect and which have not been disclosed
in this Agreement, the Disclosure Schedule or the SEC Reports or otherwise
Disclosed by Seller.

      SECTION 3.12 Private Placement. Assuming the accuracy of the
representations and warranties of the Purchaser contained in Sections 4.5 and
4.6, the offer and sale of the Shares to the Purchaser pursuant to this
Agreement are, and the issuance of Common Stock (i) upon conversion of the
Shares and (ii) as dividends with respect to the Shares will be, exempt from
registration under the Securities Act as in effect on the Closing Date.

      SECTION 3.13 FCC Regulations. After giving effect to the issuance of the
Shares to the Purchaser, the ownership of capital stock of the Seller by aliens
or their representatives or by a foreign government or representative thereof
or by any corporation organized under the laws of a foreign country does not
exceed the limitations set forth in the rules and regulations of the FCC.

      SECTION 3.14 Brokers. No broker, finder or investment banker is entitled
to any brokerage, finder's or other fee or commission in connection with the
transactions contemplated by this Agreement based upon arrangements made by or
on behalf of the Seller.

      SECTION 3.15 Delivery of Certain Documents. The Seller has delivered (or
will deliver pursuant to Section 5.9) to the Purchaser a true and complete copy
of: (i) the 1997 


                                      10
<PAGE>   14

Financial Statements, the 1998 Financial Statements and the Certificate of
Designations; and (ii) all agreements set forth on Schedule 3.15 of the
Disclosure Schedule (including all appendices, schedules, exhibits and other
attachments thereto), including, without limitation, the Series F Stock
Purchase Agreement (collectively, the "Related Agreements"). Assuming due
execution and delivery thereof by all parties thereto, each of the Related
Agreements to which the Seller is a party creates a legally binding obligation
of each party thereto, enforceable against such parties in accordance with the
respective terms and conditions thereof, except (i) as may be limited by
bankruptcy, insolvency, reorganization, moratorium or other laws affecting
creditors' rights (including, without limitation, the effect of statutory and
other laws regarding fraudulent conveyances, fraudulent transfers and
preferential transfers), and (ii) as may be limited by the exercise of judicial
discretion and the application of principles of equity including, without
limitation, requirements of good faith, fair dealing, conscionability and
materiality (regardless of whether such agreements are considered in a
proceeding in equity or at law).

      SECTION 3.16 No Consideration for Consent. No Person has received or will
receive any consideration of any kind for or in connection with the granting of
any consent by such Person to the sale and issuance of the Preferred Stock or
of the Seller's Series F 6.5% Cumulative Convertible Preferred Stock.

      SECTION 3.17 Delivery of Business Plan. The Seller has delivered (or will
deliver pursuant to Section 5.9) to the Purchaser a true and complete copy of
the Seller's business plan and such plan is, on and as of the date hereof, the
current business plan of the Seller. The historical factual information
contained in such business plan is correct in all material respects, does not,
when read together with the SEC Reports, omit to state any material fact
necessary to make the statements therein not misleading and fairly reflects the
Seller's projections as of the date hereof.

      SECTION 3.18 Licenses. Except to the extent it would not have a Material
Adverse Effect: (i) all FCC Licenses are in full force and effect and have been
duly issued in the name of, or validly assigned to, the Seller or one of its
Subsidiaries and no default or breach exists thereunder; (ii) no event has
occurred with respect to the FCC Licenses that permits, or after giving notice,
lapse of time or both would permit, revocation or termination of such FCC
Licenses or would result in any material impairment of the rights of the holder
thereof; and (iii) all FCC Licenses are in effect for the usual FCC License
terms and are unimpaired by any condition or other restriction imposed by the
FCC or other Governmental Authority (other than restrictions and conditions
generally applicable to licenses of the same or similar type or class).

      Except to the extent it would not have a Material Adverse Effect: (i) all
applications necessary for renewal or extension of the FCC Licenses have been
timely filed in accordance with the requirements of the FCC or other
Governmental Authority issuing such FCC Licenses; (ii) the Seller has not been
informed that any of the FCC Licenses will not be renewed in the ordinary
course; and (iii) no allegations, complaints, charges, investigations, renewal
or revocation hearings, or other proceedings have been threatened or initiated
in any forum, nor has any Governmental Authority (including, but not limited
to, the FCC) proposed, announced, used, or 


                                      11
<PAGE>   15

adopted any amendment, modification, or change to any law or regulation, with
respect to or impacting upon such FCC Licenses.

           Except to the extent that it would not have a Material Adverse
Effect, each of the Seller and its Subsidiaries: (i) is in compliance with the
provisions of the Communications Act as implemented, interpreted and applied by
the FCC; (ii) is in compliance with FCC requirements immediately following the
Closing; (iii) has duly and timely filed all reports and other filings which
are required to be filed by it under the Communications Act or any other
applicable law, rule or regulation of any Governmental Authority; and (iv) is
in compliance with all such laws, rules and regulations, the noncompliance with
which would have a Material Adverse Effect on the continuation of any License
held by the Seller or any of its Subsidiaries. Except to the extent it would
not have a Material Adverse Effect, all information provided by or on behalf of
Seller or any Subsidiary in any filing with the FCC was, at the time of filing,
true, complete and correct in all material respects when made, and the FCC has
been notified of any substantial or significant changes in such information as
may be required in accordance with applicable laws, rules and regulations.

      SECTION 3.19 Other Licenses and Approvals. Except to the extent it would
not have a Material Adverse Effect, each of the Seller and its Subsidiaries has
or has the right to use all Licenses and Approvals that are necessary for the
Seller and its Subsidiaries to carry on the Business as currently conducted.

      SECTION 3.20 Tax Matters. Except to the extent it would not have a
Material Adverse Effect: (i) each of Seller and its Subsidiaries has filed all
federal, state, local and other tax returns which are required to be filed by
it within the period required for such filings and any extensions granted
therefor and within the period that the same may be filed without interest or
penalties; (ii) each such Person has paid, or made adequate provision for the
payment of, all taxes (if any), including any interest and penalties thereon,
which have or may become due and payable pursuant to any of the said returns or
pursuant to any matters raised by audits or for other reasons known to it; and
(iii) each such Person has made adequate provision for all current taxes.
Except as disclosed in Schedule 3.20 of the Disclosure Schedule, no audit by
any Governmental Authority of the federal, state, local or other tax returns,
forms or information statements of the Seller or any of its Subsidiaries with
respect to such taxes is currently in progress or overtly threatened.

      SECTION 3.21 FCC Change of Control. Based upon the Seller's knowledge of
the ownership of its stock as of the Closing Date, no assignment or transfer of
control for purposes of the rules and regulations of the FCC will occur by
reason of the sale of the Shares and the Series F 6.5% Cumulative Convertible
Preferred Stock; provided, however, that no representation or warranty is made
as to the effect of the issuance of dividends or other distributions with
respect to the Shares.


                                      12
<PAGE>   16

                                   ARTICLE IV

                REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

      As an inducement to the Seller to enter into this Agreement, the
Purchaser hereby represents and warrants to the Seller as follows:

      SECTION 4.1 Organization and Authority of the Purchaser. The Purchaser is
a corporation duly organized, validly existing and in good standing under the
laws of the State of South Carolina and has all necessary corporate power and
authority to enter into this Agreement, to carry out its obligations hereunder
and to consummate the transactions contemplated hereby. The execution and
delivery of this Agreement by the Purchaser, the performance by the Purchaser
of its obligations hereunder and the consummation by the Purchaser of the
transactions contemplated hereby have been duly authorized by all requisite
action on the part of the Purchaser. This Agreement has been duly executed and
delivered by the Purchaser, and (assuming due authorization, execution and
delivery by the Seller) this Agreement constitutes a legal, valid and binding
obligation of the Purchaser enforceable against the Purchaser in accordance
with its terms.

      SECTION 4.2 No Conflict. Except as disclosed by the Purchaser to the
Seller in writing prior to Closing, assuming compliance with the notification
requirements of the HSR Act and the making and obtaining of all filings,
notifications, consents, approvals, authorizations and other actions referred
to in Section 4.3, except as may result from any facts or circumstances
relating solely to the Seller, the execution, delivery and performance of this
Agreement by the Purchaser do not and will not as of the Closing Date: (i)
violate, conflict with or result in the breach of any provision of the articles
of incorporation or by-laws of the Purchaser; (ii) conflict with or violate any
Law or Governmental Order applicable to the Purchaser; or (iii) conflict with,
or result in any breach of, constitute a default (or event which with the
giving of notice or lapse of time, or both, would become a default) under,
require any consent that has not been obtained under, or give to others any
rights of termination, amendment, acceleration, suspension, revocation, or
cancellation of, or result in the creation of any Encumbrance on any of the
assets or properties of the Purchaser pursuant to, any note, bond, mortgage or
indenture, contract, agreement, lease, sublease, license, permit, franchise or
other instrument or arrangement to which the Purchaser is a party or by which
any of such assets or properties are bound or affected, which in any such case
would have a material adverse effect on the ability of the Purchaser to
consummate the transactions contemplated by this Agreement.

      SECTION 4.3 Governmental Consents and Approvals. The execution, delivery
and performance of this Agreement by the Purchaser do not and will not require
any Approvals on the part of the Purchaser except pursuant to the notification
requirements of the HSR Act and the filing requirements of Sections 13 and
16(a) of the Exchange Act. The Purchaser shall obtain or comply with such
Approval requirements in a timely manner.


                                      13
<PAGE>   17

      SECTION 4.4 Litigation. There are no Actions by or against the Purchaser,
pending before any Governmental Authority (or, to the knowledge of the
Purchaser, threatened to be brought by or before any Governmental Authority)
that could reasonably be expected to affect the legality, validity or
enforceability of this Agreement or the consummation of the transactions
contemplated hereby. The Purchaser is not subject to any Governmental Order
(nor, to the knowledge of the Purchaser, are there any such Governmental Orders
threatened to be imposed by any Governmental Authority), which could reasonably
be expected to materially adversely affect the legality, validity or
enforceability of this Agreement or the consummation of the transactions
contemplated hereby.

      SECTION 4.5 Investment Purpose. The Purchaser is acquiring the Shares
and, if any of the Common Stock to be issued upon conversion of the Shares or
as dividends with respect to the Shares is, when acquired, not subject to
immediate resale under Rule 144 promulgated pursuant to the Securities Act or
is not to be resold solely pursuant to a registration statement to be filed and
declared effective pursuant to the Securities Act, the Purchaser will acquire
such shares of Common Stock for the Purchaser's own account solely for the
purpose of investment and not with a view to, or for offer or sale in
connection with, any distribution thereof.

      SECTION 4.6 Accredited Investor. The Purchaser is an "accredited
investor" within the meaning of Rule 501 under the Securities Act.

      SECTION 4.7 Brokers. No broker, finder or investment banker is entitled
to any brokerage, finder's or other fee or commission in connection with the
transactions contemplated by this Agreement based upon arrangements made by or
on behalf of the Purchaser.

                                   ARTICLE V

                             ADDITIONAL AGREEMENTS


      SECTION 5.1 Filing of Certificate of Designations. The Seller covenants
and agrees that at or prior to the Closing, the Seller will file the
Certificate of Designations with the Secretary of State of the State of
Delaware in accordance with the Delaware General Corporation Law.

      SECTION 5.2 Treatment of Shares as Equity. The Seller covenants and
agrees that it will treat the Shares as equity, and not as debt, for accounting
and tax purposes and further covenants and agrees that it will not take any
action or position that is inconsistent with such treatment.

      SECTION 5.3 Regulatory and Other Authorizations; Notices and Consents.

         (a) The Seller and the Purchaser shall use all reasonable efforts to
obtain all Approvals of all Governmental Authorities that may be or become
necessary for each of them 


                                      14
<PAGE>   18

to obtain for their execution and delivery of, and the performance of their
respective obligations pursuant to, this Agreement. Each party hereto agrees to
make an appropriate filing pursuant to the HSR Act, if required, with respect
to the conversion of the Shares and any shares of Common Stock issued as
dividends with respect thereto at such times as the Purchaser may request and
to supply as promptly as practicable to the appropriate Governmental
Authorities any additional information and documentary material that may be
requested pursuant to the HSR Act.

         (b) The Seller shall or shall cause the Subsidiaries to give promptly
such notices to third parties and use its or their reasonable efforts to obtain
such third party consents as are necessary in connection with the transactions
contemplated by this Agreement.

         (c) The Purchaser shall cooperate and use all reasonable efforts to
assist the Seller in giving such notices and obtaining such consents; provided,
however, that the Purchaser shall have no obligation to give any guarantee or
other consideration of any nature in connection with any such notice or consent
or to consent to any change in the terms of any agreement or arrangement which
the Purchaser in its sole and absolute discretion may deem adverse to the
interests of the Purchaser.

      SECTION 5.4 Notice of Developments.

         (a) Prior to the Closing, the Seller shall promptly notify the
Purchaser in writing of (i) all events, circumstances, facts and occurrences
arising subsequent to the date of this Agreement which could reasonably be
expected to result in any breach of a representation or warranty or covenant of
the Seller in this Agreement or which could reasonably be expected to have the
effect of making any representation or warranty of the Seller in this Agreement
untrue or incorrect and (ii) all other developments material to the Seller and
the Subsidiaries, taken as a whole, affecting the Assets, Liabilities,
business, financial condition, operations, results of operations or prospects
of the Seller, any Subsidiary or the Business.

         (b) Prior to the Closing, the Purchaser shall promptly notify the
Seller in writing of all events, circumstances, facts and occurrences arising
subsequent to the date of this Agreement which could reasonably be expected to
result in any breach of a representation or warranty or covenant of the
Purchaser in this Agreement or which could reasonably be expected to have the
effect of making any representation or warranty of the Purchaser in this
Agreement untrue or incorrect.

      SECTION 5.5 Registration Rights. Effective at the Closing, the Purchaser
and the Seller shall each have the rights and obligations set forth in Annex
II, which is incorporated by reference herein.

      SECTION 5.6 Resale Restrictions.

         (a) The Purchaser acknowledges that the Shares, the shares of Common
Stock into which the Shares are convertible and all shares of Common Stock that
are to be issued as dividends with respect to the Shares have not been
registered under the Securities Act or any 


                                      15
<PAGE>   19

state securities law, and the Purchaser hereby agrees not to offer, sell or
otherwise transfer, pledge or hypothecate such shares unless and until
registered under the Securities Act and any applicable state securities law or
unless such offer, sale, transfer, pledge or hypothecation is exempt from
registration or is otherwise in compliance with the Securities Act and such
laws.

         (b) During the period ending one year after the Closing Date, the
Purchaser shall not, without the prior written consent of the Seller which
shall not be unreasonably withheld, (i) offer, pledge, sell or otherwise
transfer or dispose of, directly or indirectly, any Shares or any shares of
Common Stock into which any of such Shares may be converted, or (ii) enter into
any swap or similar agreement that transfers, in whole or in part, any of the
economic consequences of ownership of such Shares or any shares of Common Stock
into which such Shares may be converted, whether any such transaction described
in clause (i) or (ii) above is to be settled by delivery of Shares or such
other securities, in cash or otherwise, other than a pledge, grant of security
interest or other encumbrance effected in a bona fide transaction with an
unrelated and unaffiliated pledgee; provided, however, that the Purchaser may
at any time enter into any such transaction described in clause (i) or (ii)
above with an Affiliate of the Purchaser without the prior written consent of
the Seller.

      SECTION 5.7 Registration of Shares. The Seller shall, upon issuance of
the Shares and prior to the delivery of stock certificates evidencing the
Shares pursuant to Section 2.4, register the Shares in the name of the
Purchaser in the stock records of the Seller.

      SECTION 5.8 Reservation of Common Stock. The Seller agrees that as of the
Closing Date the Seller will reserve and will thereafter keep reserved for
issuance out of the authorized but unissued shares of the Common Stock such
number of shares of Common Stock into which the outstanding shares of the
Preferred Stock are from time to time convertible.

      SECTION 5.9 Delivery of Certain Documents. The Seller shall deliver to
the Purchaser true and correct copies of this Agreement and the Related
Agreements, all exhibits, schedules, annexes and agreements related hereto as
soon as practicable following the execution and delivery hereof by the parties
hereto.

      SECTION 5.10 Certain Information. For a period commencing on the date of
this Agreement and ending not earlier than two years from the date that the
Preferred Stock first becomes convertible into Common Stock, for so long as the
Seller is subject to the reporting requirements of Section 13 or 15(d) of the
Exchange Act, the Seller shall file all reports and other information required
to be filed by Section 13 or 15(d) under the Exchange Act, as the case may be,
as shall be necessary in order that the conditions to the availability of Rule
144 under the Securities Act, as such Rule may be amended, in connection with
any Sale of shares of Common Stock by the Purchaser shall be met. For so long
as the Seller is required to file reports and other information pursuant to
Section 13 or 15(d) of the Exchange Act and this Section 5.10, unless the
Purchaser no longer holds any Shares or shares of Common Stock issued upon
conversion of the Shares, the Seller shall provide the Purchaser with a paper
copy of each such report and other information within a reasonable period of
time following the filing of such report or other information with the
Commission.


                                      16
<PAGE>   20

      SECTION 5.11 Conduct of Business of the Seller. Prior to the Closing, the
Seller agrees (except to the extent that the Purchaser shall otherwise consent
in writing) as follows:

         (a) Dividends; Changes in Stock. The Seller shall not take or permit
to be taken any action that would result in an adjustment to the Conversion
Price (as defined in the Certificate of Designations) pursuant to Section
(7)(d) of the Certificate of Designations if the Shares were issued and
outstanding at the time of such action.

         (b) Certain Matters. The Seller shall not take or permit to be taken
any action in respect of which holders of Shares would be entitled to vote
pursuant to Section (9) of the Certificate of Designations if the Shares were
outstanding at the time of such action.

      SECTION 5.12 Use of Funds. The Seller shall use the proceeds from the
sale of the Preferred Stock and the Seller's Series F 6.5% Cumulative
Convertible Preferred Stock by December 31, 1999 solely for the buildout of
existing personal communications services (PCS) markets for which Licenses have
been issued to Powertel or its Subsidiaries.

      SECTION 5.13 Further Action. Each of the parties hereto shall use all
reasonable efforts to take, or cause to be taken, all appropriate action, do or
cause to be done all things necessary, proper or advisable under applicable
Law, and execute and deliver such documents and other papers, as may be
required to carry out the provisions of this Agreement and consummate and make
effective the transactions contemplated by this Agreement.

                                   ARTICLE VI

                             CONDITIONS TO CLOSING


      SECTION 6.1 Conditions to Obligations of the Seller . The obligations of
the Seller to consummate the transactions contemplated by this Agreement shall
be subject to the satisfaction (or waiver by the Seller, at its sole
discretion), at or prior to the Closing, of each of the following conditions:

         (a) Representations, Warranties and Covenants. The representations and
warranties of the Purchaser contained in this Agreement shall have been true
and correct in all material respects when made and shall be true and correct in
all material respects as of the Closing, with the same force and effect as if
made as of the Closing, other than such representations and warranties as are
made as of another date, which shall be true and correct in all material
respects as of such date (provided, however, that if any portion of any
representation or warranty is already qualified by materiality, for purposes of
determining whether this Section 6.1(a) has been satisfied with respect to such
portion of such representation or warranty, such portion of such representation
or warranty as so qualified must be true and correct in all respects), and the
covenants and agreements contained in this Agreement to be complied with by the


                                      17
<PAGE>   21


Purchaser at or before the Closing shall have been complied with in all
material respects, and the Seller shall have received a certificate from the
Purchaser to such effect signed by a duly authorized officer thereof;

         (b) No Proceeding or Litigation. No Action shall have been commenced
by or before any Governmental Authority against either the Seller or the
Purchaser seeking to restrain or materially and adversely alter the
transactions contemplated by this Agreement which, in the reasonable, good
faith determination of the Seller, is likely to render it impossible or
unlawful to consummate such transactions; provided, however, that the
provisions of this Section 6.1(b) shall not apply if the Seller has directly or
indirectly solicited or encouraged any such Action;

         (c) Resolutions of the Purchaser. The Seller shall have received a
true and complete copy, certified by the Secretary or an Assistant Secretary of
the Purchaser, of the resolutions duly and validly adopted by the Board of
Directors of the Purchaser evidencing its authorization, if required by law, of
the execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby;

         (d) Incumbency Certificate of the Purchaser. The Seller shall have
received a certificate of the Secretary or an Assistant Secretary of the
Purchaser certifying the names and signatures of the officers of the Purchaser
authorized to sign this Agreement and the other documents to be delivered
hereunder;

         (e) Legal Opinion. The Seller shall have received from McNair Law
Firm, P.A., counsel to the Purchaser, a legal opinion, addressed to the Seller
and dated the Closing Date, the form and substance of which shall be
substantially as set forth in Exhibit 6.1(e) attached hereto;

         (f) Consents and Approvals. The Seller shall have received (or
received evidence of), each in form and substance reasonably satisfactory to
the Seller, all Approvals and all third party consents necessary or desirable
for the consummation of the transactions contemplated by this Agreement; and

         (g) Closing of Series F Transaction. Closing of the transaction
contemplated by the Series F Stock Purchase Agreement shall have occurred or
shall occur simultaneously with the Closing.

      SECTION 6.2 Conditions to Obligations of the Purchaser. The obligations
of the Purchaser shall be subject to the satisfaction (or waiver by the
Purchaser, at its sole discretion), at or prior to the Closing, of each of the
following conditions:

         (a) Representations, Warranties and Covenants. The representations and
warranties of the Seller contained in this Agreement shall have been true and
correct in all material respects when made and shall be true and correct in all
material respects as of the Closing with the same force and effect as if made
as of the Closing, other than such 


                                      18
<PAGE>   22

representations and warranties as are made as of another date, which shall be
true and correct as of such date (provided, however, that if any portion of any
representation or warranty is already qualified by materiality, for purposes of
determining whether this Section 6.2(a) has been satisfied with respect to such
portion of such representation or warranty, such portion of such representation
or warranty as so qualified must be true and correct in all respects), and the
covenants and agreements contained in this Agreement to be complied with by the
Seller at or before the Closing shall have been complied with in all material
respects, and the Purchaser shall have received a certificate of the Seller to
such effect signed by a duly authorized officer thereof;

         (b) No Proceeding or Litigation. No Action shall have been commenced
by or before any Governmental Authority against either the Seller or the
Purchaser, seeking to restrain or materially and adversely alter the
transactions contemplated by this Agreement which, in the reasonable, good
faith determination of the Purchaser, is likely to render it impossible or
unlawful to consummate such transactions or which could have a Material Adverse
Effect; provided, however, that the provisions of this Section 6.2(b) shall not
apply if the Purchaser has directly or indirectly solicited or encouraged any
such Action;

         (c) Resolutions of the Seller. The Purchaser shall have received a
true and complete copy, certified by the Secretary or an Assistant Secretary of
the Seller, of the resolutions duly and validly adopted by the Board of
Directors of the Seller and, to the extent that such authorization is
necessary, the stockholders of the Seller evidencing their authorization of the
execution and delivery of this Agreement, the issuance and terms of the Shares
including, without limitation, the convertibility thereof into shares of Common
Stock, and the consummation of the transactions contemplated hereby;

         (d) Incumbency Certificate of the Seller. The Purchaser shall have
received a certificate of the Secretary or an Assistant Secretary of the Seller
certifying the names and signatures of the officers of the Seller authorized to
sign this Agreement and the other documents to be delivered hereunder;

         (e) Legal Opinion. The Purchaser shall have received from Nelson
Mullins Riley & Scarborough, L.L.P., counsel to the Seller, a legal opinion,
addressed to the Purchaser and dated the Closing Date, the form and substance
of which shall be substantially as set forth in Exhibit 6.2(e) attached hereto;

         (f) Consents and Approvals. The Purchaser shall have received (or
received evidence of), each in form and substance reasonably satisfactory to
the Purchaser, all Approvals and all third party consents necessary or
desirable for the consummation of the transactions contemplated by this
Agreement which the Seller has the obligation to obtain;

         (g) Organizational Documents. The Purchaser shall have received a copy
of (i) the certificate of incorporation, as amended, of the Seller, certified
by the Secretary of State of the State of Delaware, as of a date not earlier
than five Business Days prior to the Closing Date and accompanied by a
certificate of the Secretary or an Assistant Secretary of the Seller, dated as
of the Closing Date, stating that no amendments have been made to such
certificate of 


                                      19
<PAGE>   23

incorporation since such date, (ii) the by-laws of the Seller, certified by the
Secretary or an Assistant Secretary of the Seller and (iii) a true and correct
copy of the Certificate of Designations and evidence of the filing thereof;

         (h) Good Standing. The Purchaser shall have received a good standing
certificate for the Seller from the Secretary of State of the State of
Delaware, dated as of a date not earlier than five Business Days prior to the
Closing Date and accompanied by a bring-down certificate signed by the
Secretary or an Assistant Secretary of the Seller dated within one day prior to
the Closing Date;

         (i) No Material Adverse Effect. No event or events shall have occurred
which, individually or in the aggregate, have, or could have, a Material
Adverse Effect; and

         (j) Closing of Series F Transaction. Closing of the transaction
contemplated by the Series F Stock Purchase Agreement shall have occurred or
shall occur simultaneously with the Closing.

                                  ARTICLE VII

                                INDEMNIFICATION

      SECTION 7.1 Survival of Representations and Warranties.

         (a) The representations and warranties of the Seller to the Purchaser
contained in this Agreement shall survive the Closing until the later of the
second anniversary of the Closing Date or the conversion of all Shares into
Common Stock. Neither the period of survival nor the liability of the Seller
with respect to the Seller's representations and warranties shall be reduced by
any investigation made at any time by or on behalf of the Purchaser. If written
notice of a claim has been given prior to the expiration of the applicable
representations and warranties by the Purchaser to the Seller, then the
relevant representations and warranties shall survive as to such claim, until
such claim has been finally resolved.

         (b) The representations and warranties of the Purchaser to the Seller
contained in this Agreement shall survive the Closing until the later of the
second anniversary of the Closing Date or the conversion of all Shares into
Common Stock. Neither the period of survival nor the liability of the Purchaser
with respect to the Purchaser's representations and warranties shall be reduced
by any investigation made at any time by or on behalf of the Seller. If written
notice of a claim has been given prior to the expiration of the applicable
representations and warranties by the Seller to the Purchaser, then the
relevant representations and warranties shall survive as to such claim, until
such claim has been finally resolved.


                                      20
<PAGE>   24

      SECTION 7.2 Indemnification.

         (a)(i) The Purchaser, its successors and assigns, and the
stockholders, officers, directors, employees, Affiliates and agents of the
Purchaser and its successors and assigns shall be indemnified and held harmless
by the Seller for any and all Liabilities, losses, damages, claims, costs and
expenses, interest, awards, judgments and penalties (including, without
limitation, attorneys' and consultants' fees and expenses) actually suffered or
incurred by them (including, without limitation, any Action brought or
otherwise initiated by any of them) (hereinafter a "Loss"), arising out of or
resulting from:

                (A) the breach of any representation or warranty made by the
         Seller contained in this Agreement; or

                (B) the breach of any covenant or agreement by the Seller
         contained in this Agreement.

         (ii) The Seller, its successors and assigns, and the stockholders,
officers, directors, employees, Affiliates and agents of the Seller and its
successors and assigns shall be indemnified and held harmless by the Purchaser
for any and all Losses actually suffered or incurred by them, arising out of or
resulting from:

                (A) the breach of any representation or warranty made by the 
         Purchaser in this Agreement; or

                (B) the breach of any covenant or agreement by the Purchaser 
         contained in this Agreement.

To the extent that the Seller's or the Purchaser's undertakings set forth in
this Section 7.2 may be unenforceable, the Seller or the Purchaser, as the case
may be, shall contribute the maximum amount that it is permitted to contribute
under applicable law to the payment and satisfaction of all Losses incurred by
the Purchaser or the Seller, as the case may be.

         (b) An indemnified party shall give the party from which
indemnification is sought notice of any matter which an indemnified party has
determined has given or could give rise to a right of indemnification under
this Agreement, within 60 days of such determination, stating the amount of the
Loss, if known, and method of computation thereof, and containing a reference
to the provisions of this Agreement in respect of which such right of
indemnification is claimed or arises; provided, however, that the failure to
provide such notice shall not release the indemnifying party from any of its
obligations under this Article VII except to the extent the indemnifying party
is materially prejudiced by such failure and shall not relieve the indemnifying
party from any other obligation or Liability that it may have to any
indemnified party otherwise than under this Article VII. The obligations and
Liabilities of an indemnifying party under this Article VII with respect to
Losses arising from claims of any third party which are subject to the
indemnification provided for in this Article VII ("Third Party Claims") shall
be governed by and contingent upon the following additional terms and
conditions: If an indemnified party shall 


                                      21
<PAGE>   25

receive notice of any Third Party Claim, the indemnified party shall give the
indemnifying party notice of such Third Party Claim within 30 days of the
receipt by the indemnified party of such notice; provided, however, that the
failure to provide such notice shall not release the indemnifying party from
any of its obligations under this Article VII except to the extent the
indemnifying party is materially prejudiced by such failure and shall not
relieve the indemnifying party from any other obligation or Liability that it
may have to any indemnified party otherwise than under this Article VII. If the
indemnifying party acknowledges in writing its obligation to indemnify the
indemnified party hereunder against any Losses that may result from such Third
Party Claim, then the indemnifying party shall be entitled to assume and
control the defense of such Third Party Claim at its expense and through
counsel of its choice if it gives notice of its intention to do so to the
indemnified party within five days of the receipt of such notice from the
indemnified party; provided, however, that if there exists or is reasonably
likely to exist a conflict of interest that would make it inappropriate in the
judgment of the indemnified party, in its sole and absolute discretion, for the
same counsel to represent both the indemnified party and the indemnifying
party, then the indemnified party shall be entitled to retain its own counsel,
in each jurisdiction for which the indemnified party determines counsel is
required, at the expense of the indemnifying party. In the event the
indemnifying party exercises the right to undertake any such defense against
any such Third Party Claim as provided above, the indemnified party shall
cooperate with the indemnifying party in such defense and make available to the
indemnifying party, at the indemnifying party's expense, all witnesses,
pertinent records, materials and information in the indemnified party's
possession or under the indemnified party's control relating thereto as is
reasonably required by the indemnifying party. Similarly, in the event the
indemnified party is, directly or indirectly, conducting the defense against
any such Third Party Claim, the indemnifying party shall cooperate with the
indemnified party in such defense and make available to the indemnified party,
at the indemnifying party's expense, all such witnesses, pertinent records,
materials and information in the indemnifying party's possession or under the
indemnifying party's control relating thereto as is reasonably required by the
indemnified party. No such Third Party Claim may be settled by the indemnifying
party or the indemnified party without the prior written consent of the other.

      SECTION 7.3 Limits on Indemnification. Notwithstanding anything to the
contrary contained in this Agreement, the maximum amount of indemnifiable
Losses which may be recovered from an indemnifying party arising out of or
resulting from the causes enumerated in Section 7.2 shall be an amount equal to
the Purchase Price. The provisions of this Article VII shall survive the
Closing and any termination of this Agreement.


                                      22
<PAGE>   26

                                  ARTICLE VIII

                             TERMINATION AND WAIVER

      SECTION 8.1 Termination. This Agreement may be terminated as follows:

         (a) by the Purchaser if, between the date hereof and the time
scheduled for the Closing: (i) an event or condition occurs that has resulted
in a Material Adverse Effect; (ii) any representation or warranty of the Seller
contained in this Agreement shall not have been true and correct in all
material respects when made or as of the Closing Date; (iii) the Seller shall
not have complied in all material respects with any covenant or agreement to be
complied with by it and contained in this Agreement; or (iv) the Seller or any
Subsidiary makes a general assignment for the benefit of creditors, or any
proceeding shall be instituted by or against the Seller or any Subsidiary
seeking to adjudicate any of them a bankrupt or insolvent, or seeking
liquidation, winding up or reorganization, arrangement, adjustment, protection,
relief or composition of its debts under any Law relating to bankruptcy,
insolvency or reorganization; or

         (b) by the Seller if, between the date hereof and the time scheduled
for the Closing: (i) any representation or warranty of the Purchaser contained
in this Agreement shall not have been true and correct in all material respects
when made; (ii) the Purchaser shall not have complied in all material respects
with any covenant or agreement to be complied with by it and contained in this
Agreement; or (iii) the Purchaser makes a general assignment for the benefit of
creditors, or any proceeding shall be instituted by or against the Purchaser
seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation,
winding up or reorganization, arrangement, adjustment, protection, relief or
composition of its debts under any Law relating to bankruptcy, insolvency or
reorganization; or

         (c) by either the Seller or the Purchaser if the Closing shall not
have occurred on or prior to June 30, 1998; or

         (d) by either the Purchaser or the Seller in the event that any
Governmental Authority shall have issued an order, decree or ruling or taken
any other action restraining, enjoining or otherwise prohibiting the
transactions contemplated by this Agreement, and such order, decree, ruling or
other action shall have become final and nonappealable; or

         (e) by the mutual written consent of the Seller and the Purchaser.

      SECTION 8.2 Effect of Termination of Termination. In the event of
termination of this Agreement as provided in Section 8.1, this Agreement shall
forthwith become void and there shall be no liability on the part of either
party hereto except that nothing herein shall relieve either party from
liability for any breach of this Agreement occurring prior to termination.

      SECTION 8.3 Waiver. Either party to this Agreement may: (i) extend the
time for the performance of any of the obligations or other acts of the other
party; (ii) waive any 


                                      23
<PAGE>   27

inaccuracies in the representations and warranties of the other party contained
herein or in any document delivered by the other party pursuant hereto; or
(iii) waive compliance with any of the agreements or conditions of the other
party contained herein. Any such extension or waiver shall be valid only if set
forth in an instrument in writing signed by the party to be bound thereby. Any
waiver of any term or condition shall not be construed as a waiver of any
subsequent breach or a subsequent waiver of the same term or condition, or a
waiver of any other term or condition, of this Agreement. The failure of any
party to assert any of its rights hereunder shall not constitute a waiver of
any of such rights.

                                   ARTICLE IX

                               GENERAL PROVISIONS

      SECTION 9.1 Expenses. If the Closing occurs, upon presentation to the
Seller of a reasonably detailed invoice, the Seller shall reimburse the
Purchaser for up to $100,000 in costs and expenses, including, without
limitation, fees and disbursements of counsel, actually incurred by the
Purchaser in connection with this Agreement and the transactions contemplated
hereby. Except as otherwise specified in this Agreement (including in the
preceding sentence of this Section 9.1), all costs and expenses, including,
without limitation, fees and disbursements of counsel, financial advisors and
accountants, incurred in connection with this Agreement and the transactions
contemplated hereby shall be paid by the party incurring such costs and
expenses, whether or not the Closing shall have occurred.

      SECTION 9.2 Notices. All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be given or made (and
shall be deemed to have been duly given or made upon receipt) by delivery in
person, by courier service, by telecopy or by registered or certified mail
(postage prepaid, return receipt requested) to the respective parties at the
following addresses (or at such other address for a party as shall be specified
in a notice given in accordance with this Section 9.2):

       (a)              if to the Seller:

                        Powertel, Inc.
                        1233 O.G. Skinner Drive
                        West Point, Georgia 31833
                        Telecopy:  (706) 645-9523
                        Attention: Jill F. Dorsey, Esq.







                                      24
<PAGE>   28

                        with a copy (which shall not constitute notice) to:

                        Nelson Mullins Riley & Scarborough, L.L.P.
                        999 Peachtree Street
                        Suite 1400
                        Atlanta, Georgia  30309
                        Telecopy: (404) 817-6050
                        Attention: James Walker IV, Esq.

       (b)              if to the Purchaser:

                        SCANA Communications, Inc.
                        c/o SCANA Corporation
                        1426 Main Street
                        Columbia, South Carolina  29201
                        Telecopy: (803) 748-3336
                        Attention: Kevin Marsh

                        with a copy (which shall not constitute notice) to:

                        SCANA Communications, Inc.
                        c/o SCANA Corporation
                        1426 Main Street
                        Columbia, South Carolina  29201
                        Telecopy: (803) 748-3336
                        Attention: H. Thomas Arthur II, Esq.

      SECTION 9.3 Public Announcements. No party to this Agreement shall make,
or cause to be made, any press release or public announcement or otherwise
communicate with any news media in respect of this Agreement or the
transactions contemplated hereby without the prior written consent of the other
party (which shall not be unreasonably withheld or delayed), and the parties
shall cooperate as to the timing and contents of any such press release or
public announcement; provided, however, that with respect to any disclosure
required by law or by a listing agreement with the National Association of
Securities Dealers, Inc. Automated Quotation System National Market System or
any national securities exchange to which the Purchaser or the Seller is a
party, the party required to make such disclosure shall use its best efforts to
consult with the other party as to the timing and contents of such disclosure
and to obtain such consent prior to the time such disclosure is required to be
made.

      SECTION 9.4 Headings. The descriptive headings contained in this
Agreement are for convenience of reference only and shall not affect in any way
the meaning or interpretation of this Agreement.

      SECTION 9.5 Severability. If any term or other provision of this
Agreement is invalid, illegal or incapable of being enforced by any Law or
public policy, all other terms and 


                                      25
<PAGE>   29

provisions of this Agreement shall nevertheless remain in full force and effect
so long as the economic and legal substance of the transactions contemplated
hereby are not affected in any manner materially adverse to any party. Upon
such determination that any term or other provision is invalid, illegal or
incapable of being enforced, the parties hereto shall negotiate in good faith
to modify this Agreement so as to effect the original intent of the parties as
closely as possible in a mutually acceptable manner in order that the
transactions contemplated hereby are consummated as originally contemplated to
the greatest extent possible.

      SECTION 9.6 Entire Agreement. This Agreement constitutes the entire
agreement of the parties hereto with respect to the subject matter hereof and
supersedes all prior agreements and undertakings, both written and oral,
between the Seller and the Purchaser with respect to the subject matter hereof.

      SECTION 9.7 Assignment. This Agreement may not be assigned by operation
of Law or otherwise without the express written consent of the Seller and the
Purchaser (which consent may be granted or withheld in the sole discretion of
the Seller or the Purchaser); provided, however, that the Purchaser may,
without the consent of the Seller, assign this Agreement to SCANA Corporation
or to a subsidiary controlled by SCANA Corporation, but no such assignment
shall relieve the Purchaser of any of its obligations under this Agreement; and
provided further, however, that the rights granted pursuant to Annex II may be
transferred in accordance with Annex II.

      SECTION 9.8 No Third Party Beneficiaries. Except for the provisions of
Article VII relating to indemnified parties, this Agreement shall be binding
upon and inure solely to the benefit of the parties hereto and their successors
and permitted assigns, and nothing herein, express or implied, is intended to
or shall confer upon any other Person any legal or equitable right, benefit or
remedy of any nature whatsoever under or by reason of this Agreement.

      SECTION 9.9 Amendment. This Agreement may not be amended or modified,
except: (i) by an instrument in writing signed by, or on behalf of, the Seller
and the Purchaser; or (ii) by a waiver in accordance with Section 8.3.

      SECTION 9.10 Governing Law. This Agreement shall be governed by the laws
of the State of New York without reference to the principles or rules governing
conflicts of laws.

      SECTION 9.11 Counterparts. This Agreement may be executed in one or more
counterparts, and by the different parties hereto in separate counterparts,
each of which when executed shall be deemed to be an original but all of which
taken together shall constitute one and the same agreement.

      SECTION 9.12 Specific Performance. The parties hereto agree that
irreparable damage would occur in the event any provision of this Agreement was
not performed in accordance with the term hereof and that the parties shall be
entitled to specific performance of the terms hereof, in addition to any other
remedy at law or in equity.


                                      26
<PAGE>   30






         IN WITNESS WHEREOF, the Seller and the Purchaser have caused this
Agreement to be executed as of the date first written above by their respective
officers thereunto duly authorized.

                         POWERTEL, INC.


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


                         SCANA COMMUNICATIONS, INC.


                         By:  /s/ Mark R. Cannon
                            --------------------------
                            Name:  Mark R. Cannon
                            Title:  Treasurer
<PAGE>   31



                                    ANNEX I

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.

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

             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 E 6.5% Cumulative
Convertible Preferred Stock (the "Series E Preferred Stock"). Without the
consent of the then current holders of shares of Series E Preferred Stock as
provided for herein, the number of shares of Series E Preferred Stock may not
be increased and may not be decreased below the number of then currently
outstanding shares of Series E Preferred Stock.

<PAGE>   32

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

                  "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 E
         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 E 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 E 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.



                                      I-2
<PAGE>   33

                  "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; (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 E 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).


                                      I-3
<PAGE>   34

                  "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.

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

                  "Series F 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 F 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 E Preferred Stock.


                                      I-4
<PAGE>   35

      Section (3) Dividends.

         (a) Holders of the outstanding shares of Series E 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 E
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
without first obtaining stockholder approval pursuant to the rules of the
Nasdaq Stock Market, or, inlieu 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 E 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 E 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 E 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 E
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 E 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 E 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.


                                      I-5
<PAGE>   36

         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 E
Preferred Stock pursuant to paragraph (a) of this Section (3) shall be paid pro
rata to the holders entitled thereto.

         (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 E 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 E Preferred Stock. No dividend will be declared or paid upon
any stock that ranks on a parity with the Series E 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 E 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 E Preferred Stock.
Notwithstanding the provisions of this paragraph (c), if accrued dividends on
the Series E 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 E Preferred Stock, the Corporation may
declare a dividend on the Series E 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 E 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 E 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 E 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 E 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 E Preferred Stock are
outstanding, if dividends in excess of the quarterly dividend amount set forth
in paragraph (a) of Section (3) 


                                      I-6
<PAGE>   37

(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 E Preferred Stock with
such payment with respect to each share of Series E 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 E 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.

         (f) Dividends on the Series E Preferred Stock on account of arrears
for any past Dividend Period and dividends on the Series E 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 E 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 E Preferred Stock upon liquidation, dissolution or winding up, the
holders of the shares of Series E 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 E 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 E 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 


                                      I-7
<PAGE>   38

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 E
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 E Preferred Stock, as provided in paragraph (a) of this Section (4),
holders of shares of Series E 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 E 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 E 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 E 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 E 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 E 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 


                                      I-8
<PAGE>   39

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 E Preferred Stock to be redeemed, at such
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 E 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 E
Preferred Stock are to be redeemed, the shares of Series E Preferred Stock to
be redeemed shall be selected pro rata (as nearly as may be possible) by the
Corporation from outstanding shares of Series E 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 E 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.


                                      I-9
<PAGE>   40

      Section (7) Conversion. Holders of shares of Series E 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 E 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 such redemption, unless the Corporation shall default in making prompt
payment of the amount payable upon such redemption. Any share of Series E
Preferred Stock may be converted, at the request of its holder, in part into
Common Stock. If a part of a share of Series E 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 E 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 E 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 E 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 E 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 E 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 E 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 E Preferred Stock as aforesaid, the Corporation shall issue,
pay and deliver at such office to such 


                                     I-10
<PAGE>   41

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 E 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 E 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 E 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 E 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 E 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 E 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 E 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 E 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 


                                     I-11
<PAGE>   42

         E 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 E 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 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 E Preferred Stock pursuant to paragraph (a) of Section (3)
         hereof and Common Stock issued or issuable as dividends with respect
         to the Series F Preferred Stock pursuant to paragraph (a) of Section
         (3) of the Series F 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 E 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 



                                     I-12
<PAGE>   43


         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 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 E Preferred Stock upon the conversion of the shares of Series E
         Preferred Stock so that any such holder converting shares of Series E
         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 


                                     I-13
<PAGE>   44

         the record date for the distribution of the Securities, converted his
         or her shares of Series E 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 E 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.

                  (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 E 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), 


                                     I-14
<PAGE>   45

each share of Series E 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 E 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 E
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 E 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 E
Preferred Stock which will contain provisions enabling the holders of the
Series E 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 E 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 


                                     I-15
<PAGE>   46

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 E 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 E 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 E Preferred Stock, the Conversion Price
for the Series E 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 E Preferred Stock, the full number of shares of Common Stock
deliverable upon the conversion of all outstanding shares of Series E Preferred
Stock not theretofore converted. For purposes of this paragraph (1), the number
of shares of 


                                     I-16
<PAGE>   47

Common Stock which shall be deliverable upon the conversion of all outstanding 
shares of Series E 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 E 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 E
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 E Preferred Stock
or upon the payment of 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 E 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 E 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 E 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 E Preferred Stock;


                                     I-17
<PAGE>   48


                   (ii) on a parity with the Series E Preferred Stock, (A) as to
         dividends, if such stock is Series F Preferred Stock or if the holders
         of such class of stock and the Series E 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 E 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 F Preferred Stock or if the holders
         of such class of stock and the Series E 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 E 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 E 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 E 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 E Preferred Stock shall have no voting
rights.

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


                                     I-18
<PAGE>   49

         preference or voting power of Series E 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 E 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 E 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 E 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.

      IN WITNESS WHEREOF, the Corporation has caused this Certificate to be made
under the seal of the Corporation and signed by [    ], its [    ], and attested
by [   ] its [   ], this [   ] day of [   ], 1998.


                                 POWERTEL, INC.


                                 By
                                   --------------------------------------------

(Corporate Seal)

Attest:

By
  ------------------------------



                                     I-19
<PAGE>   50



                                    ANNEX II

                              REGISTRATION RIGHTS

      (a) The Purchaser or any party to whom the rights granted pursuant to
this Annex II are transferred pursuant to paragraph (i) of this Annex II shall
have the right at any time following the second anniversary of the Closing to
make three requests of the Seller in writing for registration under the
Securities Act of shares of Common Stock into which Shares have been converted
or are to be converted prior to the closing of the offering pursuant to such
registration and/or shares of Common Stock that have been issued with respect
to the Shares (the "Securities"): with respect to the first such request to
register under the Securities Act at least $20 million in market value of
Securities Beneficially Owned by the Purchaser (the shares subject to such
request and any other request hereunder being referred to as the "Subject
Stock"), and with each subsequent such request being at least 6 months
following the completion of the prior offering pursuant to a registration
statement with respect to the Subject Stock which was effective until the
earlier of the completion of such offering or three months. The Seller shall
use all reasonable efforts to cause the Subject Stock to be registered under
the Securities Act as soon as reasonably practicable after receipt of a request
so as to permit promptly the sale thereof, and in connection therewith, the
Seller shall prepare and file, on such appropriate form as the Seller in its
discretion shall determine, a registration statement under the Securities Act
to effect such registration. The Seller shall use all reasonable efforts to
list all Subject Stock covered by such registration statement on any national
securities exchange on which the Common Stock is then listed or to list such
Subject Stock on the National Association of Securities Dealers, Inc. Automated
Quotation System or National Market System. The Purchaser hereby undertakes to
provide all such information and materials and take all such action as may be
required in order to permit the Seller to comply with all applicable
requirements of the Commission and to obtain any desired acceleration of the
effective date of such registration statement. Any registration statement filed
at the Purchaser's request hereunder will not count as a requested registration
unless effectiveness is maintained until the earlier of completion of the
offering or three months. Notwithstanding the foregoing, the Seller (i) shall
not be obligated to cause any special audit to be undertaken in connection with
any such registration (provided that this provision shall not relieve the
Seller of its obligation to obtain any required consents with respect to
financial statements in prior periods) and (ii) shall be entitled to postpone
for a reasonable period (not to exceed 90 days) of time the filing of any
registration statement otherwise required to be prepared and filed by the
Seller if the Seller is, at such time, either (A) conducting, or proposing to
file with the Commission within 90 days a registration statement with respect
to, an underwritten public offering for the account of the Seller of equity
securities (or securities convertible into equity securities) or is subject to
a contractual obligation not to engage in a public offering and is advised in
writing by its managing underwriter or underwriters (with a copy to the
Purchaser) that such offering would in its or their opinion be adversely
affected by the registration so requested or (B) subject to an existing
contractual obligation to its underwriters not to engage in a public offering.
Notwithstanding any other provision of this Annex II, the Seller may postpone
action under this Annex II for as long as it reasonably deems necessary (but no
longer than 90 days) if the Seller

<PAGE>   51

determines, in its reasonable discretion, that effecting the registration at
such time might (i) adversely affect a pending or contemplated financing,
acquisition, disposition of assets or stock, merger or other significant
transaction, or (ii) require the Seller to make public disclosure of
information the public disclosure of which at such time the Seller in good
faith believes could have a significant adverse effect upon the Seller.

      No securities may be registered on a registration statement requested by
the Purchaser pursuant to the first paragraph of paragraph (a) of this Annex II
without the Purchaser's express written consent, unless the amount of such
securities is subject to reduction prior to any reduction in the number of
securities originally requested by the Purchaser in the event the lead
underwriter of the related offering believes that the success of such offering
would be materially and adversely affected by inclusion of all the securities
requested to be included therein.

      At any time after the Closing, if the Seller proposes to file a
registration statement under the Securities Act with respect to an offering of
its equity securities (i) for its own account (other than a registration
statement on Form S-4 or S-8 or any substitute form that may be adopted by the
Commission) or (ii) for the account of any holders of its securities (including
pursuant to a demand registration), then the Seller shall give written notice
of such proposed filing to the Purchaser as soon as practicable (but in any
event not less than 5 Business Days before the anticipated filing date), and
such notice shall offer the Purchaser the opportunity to register such number
of shares of Securities as the Purchaser requests. If the Purchaser wishes to
register securities of the same class or series as the Seller or such holder,
such registration shall be on the same terms and conditions as the registration
of the Seller's or such holders' securities (a "Piggyback Registration").
Notwithstanding anything contained herein, if the lead underwriter of an
offering involving a Piggyback Registration delivers a written opinion to the
Seller that the success of such offering would be materially and adversely
affected by inclusion of all the securities requested to be included, then the
number of securities to be registered by the Purchaser shall be reduced prior
to any reduction in the number of securities to be registered pursuant to
clauses (i) and (ii) of the first sentence of this paragraph; provided,
however, that the Seller must provide prompt written notice of such written
opinion to the Purchaser. The Purchaser shall have the right at any time to
convert its request for a Piggyback Registration into a requested registration
pursuant to the first paragraph of paragraph (a) of this Annex II.

      (b) In connection with any offering of shares of Subject Stock registered
pursuant to this Annex II, the Seller (i) shall furnish to the Purchaser such
number of copies of any prospectus (including any preliminary prospectus) as it
may reasonably request in order to effect the offering and sale of the Subject
Stock to be offered and sold, but only while the Seller shall be required under
the provisions hereof to cause the registration statement to remain current and
(ii) take such action as shall be necessary to qualify the shares covered by
such registration statement under such "blue sky" or other state securities
laws for offer and sale as the Purchaser shall reasonably request; provided,
however, that the Seller shall not be obligated to qualify as a foreign
corporation to do business under the laws of any jurisdiction in which it shall
not then be qualified or to file any general consent to service of process in
any jurisdiction in which such a consent has not been previously filed. If
applicable, the Seller and the Purchaser shall enter into an underwriting
agreement with a managing underwriter or underwriters selected by the Purchaser


                                     II-2
<PAGE>   52

(reasonably satisfactory to the Seller) containing representations, warranties,
indemnities and agreements then customarily included by an issuer in
underwriting agreements with respect to secondary distributions; provided,
however, that such underwriter or underwriters shall agree to use their best
efforts to ensure that the offering results in a distribution of the Subject
Stock sold in accordance with the terms of this Agreement. In connection with
any offering of Subject Stock registered pursuant to this Annex II, the Seller
shall (x) furnish to the underwriter, at the Seller's expense, unlegended
certificates representing ownership of the Subject Stock being sold in such
denominations as reasonably requested and (y) instruct any transfer agent and
registrar of the Subject Stock to release any stop transfer orders with respect
to such Subject Stock. If Purchaser enters into an underwriting agreement with
respect to the Subject Stock, Purchaser's representations, warranties and
indemnities contained therein shall be made severally rather than jointly with
the Company or any other selling stockholder and shall be limited to (i)
Purchaser's ownership of the Subject Stock, (ii) Purchaser's authority to enter
into the underwriting agreement and related matters, (iii) any information
provided by Purchaser for inclusion in the registration statement, and (iv)
such other matters as are at the time of such underwriting customarily included
in underwriting agreements with the Managing Underwriter relating to sales of
common stock by a selling stockholder where the failure by the Purchaser to
make such representations, warranties or indemnities causes the Managing
Underwriter to refuse to conduct or complete the offering. In the event an
offering of Subject Stock fails to close due to the Purchaser's unwillingness,
inability or other failure to comply with clause (iv) of the immediately
preceding sentence, then Purchaser agrees that the Seller shall be deemed to
have satisfied all of its obligations to conduct the related offering of such
Subject Stock, shall be excused from any failure of any obligation of Seller
with respect thereto and shall not be liable for the failure of such offering
of such Subject Stock to close. Upon any registration becoming effective
pursuant to this Annex II, the Seller shall use all reasonable efforts to keep
such registration statement current for such period as shall be required for
the disposition of all of said Subject Stock; provided, however, that such
period need not exceed three months.

      (c) The Purchaser shall pay all underwriting discounts and commissions
related to shares of Subject Stock being sold by the Purchaser and the fees and
disbursements of counsel and other advisors to the Purchaser. All other fees
and expenses in connection with the first requested registration pursuant to
the first paragraph of paragraph (a) of this Annex II, including, without
limitation, all registration and filing fees, all fees and expenses of
complying with securities or "blue sky" laws, fees and disbursements of the
Seller's counsel and accountants (including the expenses of "cold comfort"
letters required by or incident to such performance and compliance) and any
fees and disbursements of underwriters customarily paid by issuers in secondary
offerings, shall be paid by the Seller, and all such other fees and expenses in
connection with the second and third requested registrations pursuant to this
Annex II shall be borne equally by the Purchaser and the Seller; provided,
however, that in the event the Purchaser fails to convert Shares into Common
Stock prior to any such offering, such that such offering is not able to be
completed, the Purchaser shall pay all such other fees and expenses.

      (d) In the case of any offering registered pursuant to this Annex II, the
Seller agrees to indemnify and hold the Purchaser, each underwriter of
Securities under such registration and each person who controls any of the
foregoing within the meaning of Section 15 of the Securities Act 


                                     II-3
<PAGE>   53

and the directors and officers of the Purchaser, harmless against any and all
losses, claims, damages, liabilities or action to which they or any of them may
become subject under the Securities Act or any other statute or common law or
otherwise, and to reimburse them for any legal or other expenses reasonably
incurred by them in connection with investigating any claims and defending any
actions, insofar as any such losses, claims, damages, liabilities or actions
shall arise out of or shall be based upon (i) any untrue statement or alleged
untrue statement of a material fact contained in the registration statement
relating to the sale of such Subject Stock, or the omission or alleged omission
to state therein a material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they
were made, not misleading or (ii) any untrue statement or alleged untrue
statement of a material fact contained in any preliminary prospectus (as
amended or supplemented if the Seller shall have filed with the Commission any
amendment thereof or supplement thereto), if used prior to the effective date
of such registration statement, or contained in the prospectus (as amended or
supplemented if the Seller shall have filed with the Commission any amendment
thereof or supplement thereto), or the omission or alleged omission to state
therein a material fact necessary in order to make the statements therein, in
light of the circumstances under which they were made, not misleading;
provided, however, that the indemnification agreement contained in this
paragraph (d) shall not apply to such losses, claims, damages, liabilities or
actions which shall arise from the sale of Subject Stock by the Purchaser if
such losses, claims, damages, liabilities or actions shall arise out of or
shall be based upon any such untrue statement or alleged untrue statement, or
any such omission or alleged omission, (x) made in reliance upon and in
conformity with information furnished in writing to the Seller by the Purchaser
or any such underwriter specifically for use in connection with the preparation
of the registration statement or any preliminary prospectus or prospectus
contained in the registration statement or any such amendment thereof or
supplement thereto or (y) made in any preliminary prospectus, and the
prospectus contained in the registration statement in the form filed by the
Seller with the Commission pursuant to Rule 424(b) under the Securities Act
shall have corrected such statement or omission and a copy of such prospectus
shall not have been sent or given to such person at or prior to the
confirmation of such sale to him.

      (e) In the case of each offering registered pursuant to this Annex II,
the Purchaser and each underwriter participating therein shall agree, in the
same manner and to the same extent as set forth in paragraph (d) of this Annex
II, severally to indemnify and hold harmless the Seller and each person, if
any, who controls the Seller within the meaning of Section 15 of the Securities
Act, and the directors and officers of the Seller, and in the case of each such
underwriter, the Purchaser, each person, if any, who controls the Purchaser
within the meaning of the Securities Act and the directors, officers and
partners of the Purchaser, with respect to any statement in or omission from
such registration statement or any preliminary prospectus (as amended or as
supplemented, if amended or supplemented as aforesaid) or prospectus contained
in such registration statement (as amended or as supplemented, if amended or
supplemented as aforesaid), if such statement or omission shall have been made
in reliance upon and in conformity with information furnished in writing to the
Seller by the Purchaser or such underwriter specifically for use in connection
with the preparation of such registration statement or any preliminary
prospectus or prospectus contained in such registration statement or any such
amendment thereof or supplement thereto.

                                     II-4
<PAGE>   54


      (f) Each party indemnified under paragraph (d) or (e) of this Annex II
shall, promptly after receipt of notice of the commencement of any action
against such indemnified party in respect of which indemnity may be sought
hereunder, notify the indemnifying party in writing of the commencement
thereof. The omission of any indemnified party to so notify an indemnifying
party of any such action shall not relieve the indemnifying party from any
liability in respect of such action which it may have to such indemnified party
on account of the indemnity agreement contained in paragraph (d) or (e) of this
Annex II, unless the indemnifying party was prejudiced by such omission, and in
no event shall relieve the indemnifying party from any other liability which it
may have to such indemnified party. In case any such action shall be brought
against any indemnified party and it shall notify an indemnifying party of the
commencement thereof, the indemnifying party shall be entitled to participate
therein and, to the extent that it may desire, jointly with any other
indemnifying party similarly notified, to assume the defense thereof, and after
notice from the indemnifying party to such indemnified party of its election so
to assume the defense thereof, the indemnifying party shall not be liable to
such indemnified party under paragraph (d) or (e) of this Annex II for any
legal or other expenses subsequently incurred by such indemnified party in
connection with the defense thereof, other than reasonable costs of
investigation; provided, however, that if there exists or is reasonably likely
to exist a conflict of interest that would make it inappropriate in the
judgment of the indemnified party, in its sole and absolute discretion, for the
same counsel to represent both the indemnified party and the indemnifying
party, then the indemnified party shall be entitled to retain its own counsel,
in each jurisdiction for which the indemnified party determines counsel is
required, at the expense of the indemnifying party. No such third party claim
may be settled by the indemnifying party or the indemnified party without the
prior written consent of the other, which consent shall not be unreasonably
withheld.

      (g) If the indemnification provided for under paragraph (d) or (e) shall
for any reason be held by a court to be unavailable to an indemnified party
under paragraph (d) or (e) hereof in respect of any loss, claim, damage or
liability, or any action in respect thereof, then, in lieu of the amount paid
or payable under paragraph (d) or (e) hereof, the indemnified party and the
indemnifying party under paragraph (d) or (e) hereof shall contribute to the
aggregate losses, claims, damages and liabilities (including legal or other
expenses reasonably incurred in connection with investigating the same), (i) in
such proportion as is appropriate to reflect the relative fault of the Seller
and the prospective seller of Securities covered by the registration statement
which resulted in such loss, claim, damage or liability, or action in respect
thereof, with respect to the statements or omissions which resulted in such
loss, claim, damage or liability, or action in respect thereof, as well as any
other relevant equitable considerations or (ii) if the allocation provided by
clause (i) above is not permitted by applicable law, in such proportion as
shall be appropriate to reflect the relative benefits received by the Seller
and such prospective seller from the offering of the securities covered by such
registration statement. No Person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled
to contribution from any Person who was not guilty of such fraudulent
misrepresentation. In addition, no Person shall be obligated to contribute
hereunder any amounts in payment for any settlement of any action or claim
effected without such Person's consent, which consent shall not be unreasonably
withheld.


                                     II-5
<PAGE>   55

      (h) Notwithstanding anything to the contrary contained in this Agreement,
the maximum amount of indemnifiable losses which may be recovered from an
indemnifying party arising out of or resulting from the causes enumerated in
paragraph (d) or (e) shall be an amount equal to the Purchase Price.

      (i) All, but not less than all, of the rights and obligations granted
under this Annex II to cause the Seller to register Securities may be assigned,
transferred or otherwise conveyed, in whole but not in part, by the Purchaser
to (i) any Affiliate of the Purchaser, or (ii) to any transferee other than an
Affiliate of the Purchaser who acquires at least 500,000 shares of Securities,
provided that in either circumstance the Purchaser gives the Seller written
notice (at the time of, or within a reasonable time after, such transfer)
stating the name and address of such Affiliate or other transferee, and such
Affiliate or other transferee provides its agreement, in a form reasonably
satisfactory to the Seller, to be bound by the provisions of this Annex II.

      (j) Capitalized terms not defined in this Annex II shall have the
meanings set forth in the Agreement.

      (k) Any successor to Seller (whether by merger, consolidation, sale of
assets, assignment or otherwise) shall expressly assume in writing the Seller's
obligations hereunder.

      (l) Notwithstanding the foregoing, to the extent that the provisions of
indemnification and contribution contained in an underwriting agreement entered
into in connection with any underwritten public offering are in conflict with
the foregoing provisions, the provisions set forth in the underwriting
agreement shall control.



                                     II-6