<PAGE>   1
                                                                   EXHIBIT 10.18



                              PAGING NETWORK, INC.

                      1992 STOCK OPTION PLAN FOR DIRECTORS

                   (AS AMENDED AND RESTATED JANUARY 9, 1997)

     1. Purpose. The purpose of this Plan is to advance the interests of PAGING
NETWORK, INC. (the "Company") by providing an opportunity for non-employee
directors of the Company to purchase Common Stock of the Company through the
exercise of options granted under the Plan and, on an elective basis, to
receive grants of options on shares or shares in lieu of directors fees.

     2. Effective Date. This 1992 Stock Option Plan for Directors (the "Plan")
became effective on May 21, 1992 (the "Effective Date"), the date it was
adopted by the Board of Directors of the Company (the "Board") and approved by
the stockholders of the Company. The Plan was amended and restated by the Board
on January 9, 1997, subject to stockholder approval, which was given on May 22,
1997.

     3. Stock Subject to the Plan. Awards of Common Stock and options to
purchase shares of the $.01 par value common stock of the Company ("Common
Stock") may be granted under the Plan. At no time shall the number of shares of
Common Stock then outstanding which are attributable to the grant of shares
under the Plan or the exercise of options granted under the Plan plus the
number of shares then issuable upon exercise of outstanding options granted
under the Plan exceed 750,000 shares, subject, however, to the adjustment
provisions of Paragraph 9 of the Plan. Any shares subject to an option which
for any reason expires or is terminated unexercised as to such shares may again
be the subject of an option under the Plan. The shares delivered under the Plan
may, in whole or in part, be either authorized but unissued shares or issued
shares reacquired by the Company.

     4. Options.

          (a) Nonelective Grants.

               (i) Initial Election. On the first Monday of June immediately
          following a person's initial election as a director, each eligible
          director who is not an employee of the Company shall receive an
          option to purchase 45,000 shares of Common Stock.

               (ii) Subsequent Grants. On the first Monday of June immediately
          following the date on which an eligible director's most recently
          granted option under this Plan (other than as an Elective Grant,
          defined in subsection (b) below) has become exercisable in full, such
          director shall receive a further option to purchase 45,000 shares of
          Common Stock.




<PAGE>   2



                                     - 2 -


          (b) Elective Grants.

               (i) Grant & Conditions Thereto. Subject to the following
          qualifications, any eligible director shall receive a grant under the
          Plan of either (x) that whole number of shares of Common Stock having
          a fair market value equal to or most nearly approaching the amount of
          the director's annual retainer and meeting fees, as the case may be,
          as and when otherwise payable in cash or (y) an option, granted on
          the second Monday of January beginning in January, 1997, to purchase
          that whole number of shares of Common Stock resulting in an option
          having a value, determined under the method and assumptions for
          valuing options most recently employed for purposes of the Company's
          annual proxy statement to stockholders, equal to or most nearly
          approaching the amount of the director's annual retainer fee for the
          year and the meetings fees payable to the director assuming his
          attendance at each of the Board meetings, and meetings of committees
          of the Board of which he is a member, for the coming year. Grants of
          shares or options pursuant to this Section 4(b) are here referred to
          as "Elective Grants."

               (ii) Election Procedures. To receive an Elective Grant with
          respect to any calendar year's retainer and meetings fees, a director
          must elect in writing to receive shares or options in lieu of the
          Company's payment in cash of the directors' annual retainer and
          meeting fees for such year. Any such election shall be made by
          written notice to the Company to forego any cash payment of the
          retainer and meeting fees taken into consideration in determining the
          number of shares subject to such Grant, such notice to be given prior
          to the beginning of that calendar year (or on or prior to May 22,
          1997, in the case of Elective Grants to otherwise be made in respect
          of 1997). Such election shall not affect his or her right to cash
          compensation in accordance with the Company's director compensation
          policies as in effect from time to time for any number of Board or
          committee meetings attended in a calendar year in excess of the
          number taken into account in determining the number of shares subject
          to an Elective Grant in option form made to the director in January
          of that year. Such election shall specify whether the director wishes
          to receive an Elective Grant of shares, or of options, as provided
          above. Combinations of shares and options for the same calendar year
          are not permitted. Each such election shall be irrevocable as to a
          calendar year once that year begins, except that in the event the
          stockholders should fail to approve this amended and restated Plan,
          all such elections shall be immediately revoked and the director
          promptly paid in cash any fees theretofore withheld pursuant to such
          election. Any such election may be of continuing effect, i.e., to
          carry over from year to year, until revoked as to a year or years
          subsequent to the year in which revoked.




<PAGE>   3



                                     - 3 -

          (c) Effect of Lack of Shares. In the event that on any date on which
shares or options are to be granted hereunder, there is not a sufficient number
of shares available to implement fully the grants then to be made, then each
such director entitled to a grant at such time shall receive a pro rata portion
of the grant contemplated by the preceding provisions. In addition, if the
grants which are to be made but cannot be fully implemented are Elective
Grants, then the director's agreement to forego fees shall be deemed
automatically revoked to the same extent.

     5. Administration. The Plan shall be administered by the Committee. The
members of the Committee shall be elected by the Board, which shall have the
discretion to remove any member of the Committee for any reason. Subject to the
provisions of the Plan, the Committee shall have full power to construe and
interpret the Plan and to establish, amend and rescind rules and regulations
for its administration. Any decisions made with respect thereto shall be final
and binding on the Company, any director receiving grants hereunder and all
other persons.

     6. Duration of the Plan. This Plan shall terminate on January 20, 2002
unless terminated earlier pursuant to Paragraph 10, and no options or shares
may be granted thereafter.

     7. Eligibility. Any person who is a director of the Company and who is not
an employee of the Company and who has not been an employee of the Company
during the 24 months preceding the date of grant is eligible to have an option
granted to him or her and to elect to receive Elective Grants.

     8. Terms and Conditions of Options. Options granted under the Plan shall
be evidenced by stock option agreements in such form and containing such terms
and conditions as the Committee shall determine; provided, however, that such
agreements shall evidence among their terms and conditions the following:

          (a) Price. The purchase price per share of Common Stock payable upon
the exercise of each option granted hereunder shall be 100% of the fair market
value of the stock on the day the option is granted or, in the event there is
no fair market value available on the day the option is granted, on the date
next following the day the option is granted for which a fair market value is
available.

          (b) Number of Shares. Each option agreement shall specify the number
of shares to which it pertains.

          (c) Exercise of Options. In general, each option grant shall be
exercisable for the full amount or for any part thereof and at such intervals
or in such installments as the Committee may determine at the time it grants
such option; provided, however, that no option shall be exercisable with
respect to any shares later than ten years after the date of the grant of such
option. However, Elective Grants of options shall




<PAGE>   4



                                     - 4 -

become exercisable as to one-twelfth, two-twelfths, and so on, of the number of
shares covered by each such Grant (or the nearest lower number of whole shares,
if less) on the last day of the first through twelfth calendar months to end
subsequent to the date such Grant was made (including the January in which such
grant was made). Notwithstanding the foregoing, no option grant pursuant to
this amended and restated Plan, Elective Grant or otherwise, may be exercised
until the shareholders of the Company shall have approved this amended and
restated Plan.

          (d) Notice of Exercise and Payment. An option shall be exercisable
only by delivery of a written notice to the Company's Treasurer or any other
officer of the Company designated by the Committee to accept such notices on
its behalf, specifying the number of shares for which it is exercised. If
shares to be purchased are not at that time effectively registered under the
Securities Act of 1933, as amended, the optionee shall include with such notice
a letter, in form and substance satisfactory to the Company, confirming that
the shares are being purchased for the optionee's own account for investment
and not with a view to distribution and acknowledging the consequences for
resale of absence of registration. Payment shall be made in full at the time
the option is exercised. Payment shall be made either by (i) check, (ii) if
permitted by the Committee and stated in the option agreement, by delivery and
assignment to the Company of shares of Common Stock having a value equal to the
option price, or (iii) by a combination of (i) and (ii). The value of the
Common Stock for such purpose shall be its fair market value as of the date the
option is exercised, as determined in accordance with procedures to be
established by the Committee.

          (e) Withholding Taxes: Delivery of Shares. The Company's obligation to
deliver shares of Common Stock under the Plan or upon exercise of an option, in
whole or in part, shall be subject to the optionee's satisfaction of all
applicable federal, state and local tax withholding obligations.

          (f) Non-Transferability. No option shall be transferable by the
optionee otherwise than by will or the laws of descent and distribution, and
each option shall be exercisable during the optionee's lifetime only by the
optionee (or the optionee's guardian or legal representative).

          (g) Termination of Options. Each option agreement shall contain
provisions for the termination of the options granted thereunder if the
optionee ceases for any reason to be a director of the Company no more
favorable to the optionee than the following:

               (i) if the optionee ceases to be a director of the Company for
          any reason other than disability or death, he may at any time within
          a period of three months after he ceased to be a director exercise
          each of his options to the extent that the option was exercisable by
          him on the date on which he ceased to be a director;




<PAGE>   5



                                     - 5 -

               (ii) if the optionee ceases to be a director of the Company
          because of disability within the meaning of Section 22(e)(3) of the
          Code, he may at any time within a period of one year after such
          termination exercise his option to the extent that the option was
          exercisable by him on the date he ceased to be a director; and

               (iii) if the optionee dies at a time when he might have
          exercised the option, then his estate, personal representative or
          beneficiary to whom it has been transferred pursuant to Paragraph
          8(f) hereof may, at any time within a period of one year after the
          optionee's death, or the termination of the option pursuant to this
          Plan, whichever is earlier, exercise it to the extent the optionee
          might have exercised it at the time of his death.

          (h) Rights as Stockholder. An optionee shall have no rights as a
stockholder with respect to any shares covered by his option until the date the
option has been exercised and the full purchase price for such shares has been
received by the Company.

     9. Stock Dividends; Stock Splits; Stock Combinations; Recapitalizations.
Appropriate adjustment shall be made in the maximum number of shares of Common
Stock subject to the Plan and in the number, kind, and option price of shares
covered by outstanding options granted hereunder to give effect to any stock
dividends, stock splits, stock combinations, recapitalizations and other
similar changes in the capital structure of the Company after the effective
date of the Plan.

     10. Merger; Sale of Assets; Dissolution. Except as otherwise determined by
the Committee, if the Company is merged or consolidated into a new surviving
company and the holders of the Company's voting securities (on a fully-diluted
basis) immediately prior to the merger or consolidation own less than a
majority of the ordinary voting power to elect directors of the new surviving
company (on a fully-diluted basis), or if there is a sale of all or
substantially all of the Company's assets or capital stock in any transaction
or series of related transactions, then (i) ten business days before any such
occurrence, every option outstanding hereunder shall become immediately
exercisable in full, to the extent not then exercised, and (ii) upon such
occurrence, every option outstanding hereunder will terminate, to the extent
not then exercised. In the event of a change of the Common Stock resulting from
a merger or similar reorganization other than as described in the preceding
sentence, the number and kind of shares which thereafter may be optioned and
sold under the Plan and the number and kind of shares then subject to options
granted hereunder and the price per share thereof shall be appropriately
adjusted, in such manner as the Committee may deem equitable, to prevent
substantial dilution or enlargement of the rights available or granted
hereunder.




<PAGE>   6


                                     - 6 -

     11. Termination or Amendment of Plan. The Board may at any time terminate
the Plan, or make such changes in or additions to the Plan as it deems
advisable without further action on the part of the stockholders of the
Company, provided:

          (a) that no such termination or amendment shall adversely affect or
impair any then outstanding option or any shares at the time subject to options
without the consent of the optionee holding such option; and

          (b) that any such amendment which requires stockholder approval in
order to comply with applicable provisions of the Code, rules promulgated
pursuant to Section 16 of the Securities Exchange Act of 1934, applicable state
law, or NASD or exchange listing requirements shall be subject to approval by
the stockholders of the Company within one year from the effective date of such
amendment and shall be null and void if such approval is not obtained.