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                                                                     EXHIBIT 4.3

              CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS OF
             6.00% CLASS B MANDATORILY CONVERTIBLE PREFERRED STOCK,
                                   SERIES 1996

                                       OF

                          AIRTOUCH COMMUNICATIONS, INC.

    AIRTOUCH COMMUNICATIONS, INC. (the "Corporation"), a Delaware corporation
governed by the provisions of the General Corporation Law of the State of
Delaware, as amended, hereby certifies that, under authority conferred upon the
Board of Directors by the Certificate of Incorporation of the Corporation and
the provisions of Section 151 of the General Corporation Law of the State of
Delaware, the Board of Directors at a meeting held on April 4, 1996 duly adopted
the following resolution (the "April 4, 1996 Resolutions"):

    RESOLVED that pursuant to the authority vested in the Board of Directors of
this Corporation by the Certificate of Incorporation and Section 151 of the
Delaware General Corporation Law, the Board of Directors hereby approves the
amount, preferences, and rights, including voting rights, of this Corporation's
6.0% Class B Mandatorily Convertible Preferred Stock, Series 1996 (the "Class B
Preferred"), as presented to the Board of Directors; and be it further

    RESOLVED that pursuant to the authority vested in the Board of Directors of
this Corporation by the Certificate of Incorporation and Section 141 of the
Delaware General Corporation Law, a committee known as the Preferred Stock
Committee, of which Arun Sarin shall be the sole member, is established, and
that such committee is authorized to incorporate the amount, rights, and
preferences of each of the Class B Preferred and the Class C Preferred, as
approved by this Board of Directors, into Certificates of Designation,
Preferences and Rights to be filed with the Secretary of State of the State of
Delaware, provided that the Preferred Stock Committee may approve modifications
to the amounts, preferences and rights of the Class B Preferred and the Class C
Preferred, other than the voting rights.

    The Corporation further certifies that the Executive Committee of the Board
of Directors of this Corporation duly adopted, by unanimous written consent
pursuant to the provisions of Sections 141 and 151 of the General Corporation
Law of the State of Delaware, resolutions dated July 3, 1996 (the "July 3, 1996
Resolutions"), modifying the terms of the Class B Preferred Stock and
authorizing the Preferred Stock Committee to incorporate such terms into the
Certificate of Designation, Preferences and Rights.

    The Corporation further certifies that under the authority conferred upon
the Preferred Stock Committee by the April 4, 1996 Resolutions and the July 3,
1996 Resolutions, the Preferred Stock Committee of the Board of Directors duly
adopted the following resolution by unanimous written consent pursuant to the
provisions of Sections 141 and 151 of the General Corporation Law of the State
of Delaware:

    RESOLVED, that under authority conferred upon the Preferred Stock Committee
by resolutions of the Board of Directors duly adopted at a meeting held on April
4, 1996 and the provisions of Section 141 and 151 of the General Corporation Law
of the State of Delaware, the Preferred Stock Committee hereby fixes the amount,
preferences and rights of the shares of the 6.00% Class B Mandatorily
Convertible Preferred Stock, Series 1996, as set forth in Schedule A attached
hereto, and the proper officers of the Corporation are hereby authorized and
directed to execute and file a Certificate of Designation, Preferences and
Rights containing such provisions with the Secretary of the State of Delaware
and with such other governmental agencies or authorities as any of such officers
may deem appropriate.


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                                   SCHEDULE A

1.  DESIGNATION AND AMOUNT.

    The designation of the series of Preferred Stock created by this Certificate
shall be "6.00% Class B Mandatorily Convertible Preferred Stock, Series 1996,
par value $0.01 per share" (the "Class B Preferred Shares"), and the number of
shares constituting such series shall be 24,000,000. Such number of shares may
be increased or decreased by resolution of the Board of Directors, provided that
no decrease shall reduce the number of Class B Preferred Shares to a number less
than that of the Class B Preferred Shares then outstanding plus the number of
shares issuable upon exercise of outstanding rights, options or warrants or upon
conversion of outstanding securities issued by the Corporation.

2.  DEFINITIONS.

    As used in this Certificate:

    "Anti-Dilution Adjustment Ratio" has the meaning set forth in Section
4(d)(ii).

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

    "Class B Preferred Shares" means the shares of 6.00% Class B Mandatorily
Convertible Preferred Stock, 1996 Series.

    "Class C Preferred Stock" shall mean the 4.25% Class C Convertible Preferred
Stock, Series 1996.

    "Common Stock" shall mean the common stock of the Corporation, par value
$.01 per share.

    "Contingent Payment" has the meaning set forth in Section 5(a).

    "Contingent Payment Calculation Date" has the meaning set forth in Section
5(a).

    "Conversion Price" has the meaning set forth in the definition of Maturity
Exchange Rate.

    "Current Market Price" per share of Common Stock at any date shall be deemed
to be the Volume-Weighted Average Trading Price over the fifteen consecutive
Trading Day period ending on and including such date of determination; provided,
however, if any event that results in an adjustment of the Maturity Exchange
Rate or the Optional Conversion Rate occurs during such fifteen Trading Day
period, the Current Market Price as determined pursuant to the foregoing shall
be appropriately adjusted to reflect the occurrence of such event.

    "Determination Date" means, with respect to the issuance, sale or exchange
of any Equity Securities, the later of (a) the date upon which the price or the
amount of consideration to be received in consideration of such issuance, sale
or exchange is fixed and (b) the date upon which a public announcement of the
transaction is made, provided that if no public announcement is made, the
Determination Date shall be the date set forth in (a).

    "Distribution Adjustment Ratio" has the meaning set forth in Section
4(d)(iii).

    "Dividend Payment Date" has the meaning set forth in Section 3(a).

    "Equity Securities" shall mean the Common Stock or any debt, equity or other
security or contractual right, in each case that is convertible into or
exercisable or exchangeable for, or based on the value of, the


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    Common Stock or any warrants, options or other rights to purchase the Common
Stock or other Equity Securities (other than Rights).

    "Equity Security Adjustment Ratio" has the meaning set forth in Section
4(d)(vi).

    "Exempt Issuance" means (a) Equity Securities issued pursuant to any
existing or future employee stock purchase plan, employee stock option plan or
other employee or director benefit plan or (b) Equity Securities issued pursuant
to any stockholder purchase plan or plan for the reinvestment of dividends or
interest, to the extent that the consideration paid for the Equity Securities
issued pursuant to any such stockholder or dividend or interest reinvestment
plan is not less than 95% of the Fair Market Value of such securities as of the
date of the issuance of the Equity Securities.

    "Extraordinary Distribution" means any single dividend or other distribution
(including by reclassification of shares or recapitalization of the Corporation,
as well as any such dividend or distribution made in connection with a merger or
consolidation in which the Corporation is the continuing corporation and the
Common Stock is not changed or exchanged) to holders of Common Stock (effected
while any of the Class B Preferred Shares are outstanding) (i) of cash, where
the aggregate amount of such single cash dividend or distribution together with
the amount of all cash dividends and distributions made to holders of Common
Stock over the twelve-month period ending on the payment date for such cash
dividend or distribution, when combined with the aggregate amount of all
previous Pro Rata Repurchases during such period (for this purpose, including
only that portion of the aggregate purchase price of each such Pro Rata
Repurchase which is in excess of the Fair Market Value of the Common Stock
repurchased as determined on the Business Day prior to the public announcement
of such Pro Rata Repurchase made during such period), exceeds twelve and
one-half percent (12 1/2%) of the aggregate Fair Market Value of all shares of
Common Stock outstanding on the record date for determining the stockholders
entitled to receive such Extraordinary Distribution and (ii) of any evidences of
indebtedness of the Corporation or evidences of indebtedness or securities of
any other person or any other property (including, without limitation, shares of
capital stock of any subsidiary of the Corporation), or any combination thereof.
The Fair Market Value of any such single dividend or other distribution that,
pursuant to clause (i), constitutes an Extraordinary Distribution shall for
purposes of the first paragraph of Section 4(d)(iii) hereof be the sum of the
Fair Market Value of such Extraordinary Distribution plus the amount of any
other cash dividends and distributions made within the relevant period referred
to above to holders of Common Stock to the extent such other dividends and
distributions were not previously included in the calculation of an adjustment
pursuant to the first paragraph of Section 4(d)(iii) hereof within such period.

    "Fair Market Value" shall mean the Volume-Weighted Average Trading Price of
the Security in question for the five-day period before the earlier of the day
in question and the "ex" date with respect to any issuance or distribution
requiring such computation. The term "ex" date, when used with respect to any
issuance or distribution, means the first day on which the Common Stock trades
regular way, without the right to receive such issuance or distribution, on the
exchange or in the market to determine that day's Volume-Weighted Average
Trading Price. With respect to any asset or security for which there is no
Current Market Price, the Fair Market Value of such asset or security shall be
determined in good faith by the Board of Directors.

    "Initial Issuance Date" means the date upon which a Certificate of Merger
providing for the merger of Cellular Communications, Inc. into a wholly-owned
subsidiary of the Corporation is filed with the Secretary of State of Delaware.

    "International Adjustment Ratio" has the meaning set forth in Section
4(d)(iv).

    "International Distribution" means a distribution to the holders of Common
Stock of any equity interest in an International Entity, on a per share basis.


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    "International Entity" means any entity predominantly holding interests in
cellular operations outside the United States that has an aggregate Fair Market
Value of U.S.$1 billion or more.

    "Issue Price" has the meaning set forth in the definition of Maturity
Exchange Rate.

    "Issued Equity Securities" has the meaning set forth in Section 4(d)(ii).

    "Junior Stock" has the meaning set forth in Section 3(b).

    "Liquidation Amount" has the meaning set forth in Section 6(c).

    "Mandatory Conversion" has the meaning set forth in Section 4(a).

    "Maturity Date" has the meaning set forth in Section 4(a).

    "Maturity Exchange Rate" is equal to, subject to adjustment as to amount and
shares, as described herein, (a) if the Maturity Price is greater than or equal
to $35.96 per share (the "Conversion Price"), 0.806 shares of Common Stock per
Class B Preferred Share, (b) if the Maturity Price is less than the Conversion
Price but greater than $29.00 per share (the "Issue Price"), the rate of Common
Stock per Class B Preferred Share that is equal to the Issue Price divided by
the Maturity Price, and (c) if the Maturity Price is less than or equal to the
Issue Price, one share of Common Stock per Class B Preferred Share.

    "Maturity Price" means the Volume-Weighted Average Trading Price per share
of Common Stock for the 20 consecutive Trading Day period immediately prior to
(but not including) the Maturity Date.

    "New Issuance Adjustment Ratio" has the meaning set forth in Section
4(d)(v).

    "Non-Dilutive Amount" in respect of an issuance, sale or exchange by the
Corporation of any Equity Securities (other than Common Stock) shall mean the
excess of (i) the Fair Market Value of a share of Common Stock on the
Determination Date multiplied by the maximum number of shares of Common Stock
which could be acquired on such date upon the exercise, conversion or exchange
in full of such Equity Securities (and any Equity Securities receivable upon
exercise, conversion or exchange thereof), whether or not then exercisable,
convertible or exchangeable at such date, if any, over (ii) the aggregate amount
payable pursuant to the exercise, conversion or exchange of such Equity
Securities, whether or not then exercisable, convertible or exchangeable, to
purchase or acquire such maximum number of shares of Common Stock (and any
Equity Securities receivable upon exercise, conversion or exchange thereof);
provided, however, that in no event shall the Non-Dilutive Amount be less than
zero. For purposes of the foregoing sentence, the amount payable pursuant to the
exercise, conversion or exchange of such Equity Securities to purchase or
acquire shares of Common Stock shall be deemed to be the Fair Market Value of
the consideration payable pursuant to the exercise, conversion or exchange of
such Equity Securities on the Determination Date (excluding for that purpose the
Fair Market Value of the Equity Security to be so exercised, converted or
exchanged).

    "Optional Conversion Rate" has the meaning set forth in Section 4(c).

    "Parity Preferred Stock" has the meaning set forth in Section 3(a).

    "Preferred Stock Directors" has the meaning set forth in Section 8(b).

    "Pro Rata Repurchases" means any purchase of shares of Common Stock by the
Corporation or any affiliate thereof (as defined in Rule 12b-2 under the
Securities Exchange Act of 1934 (the "Exchange Act")) pursuant to any tender
offer or exchange offer subject to Section 13(e) of the Exchange Act, or
pursuant to any other offer available to substantially all holders of Common
Stock, whether for cash, shares of capital stock of the Corporation, other
securities of the Corporation, evidences of indebtedness of the 


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Corporation or any other person or any other property (including, without
limitation, shares of capital stock, other securities or evidences of
indebtedness of a subsidiary of the Corporation), or any combination thereof,
effected while any of the shares of Class B Preferred Shares are outstanding;
provided, however, that "Pro Rata Repurchase" shall not include any purchase of
shares by the Corporation or any affiliate thereof made in open market
transactions substantially in accordance with the requirements of Rule 10b-18 as
in effect under the Exchange Act or on such other terms and conditions as the
Board of Directors shall have determined are reasonably designed to prevent such
purchases from having a material effect on the trading market for the Common
Stock. The "Effective Date" of a Pro Rata Repurchase shall mean the date of
acceptance of shares for purchase or exchange under any tender or exchange offer
which is a Pro Rata Repurchase or the date of purchase with respect to any Pro
Rata Repurchase that is not a tender or exchange offer.

    "Recapitalization Adjustment Ratio" has the meaning set forth in Section
4(d)(i).

    "Reorganization Event" has the meaning set forth in Section 4(e).

    "Rights" means rights of the Corporation issued or issuable under the Rights
Agreement dated September 9, 1994 between the Corporation and The Bank of New
York or pursuant to any successor stockholder rights plan replacing the Rights
Agreement.

    "Security Issue Date" means the date on which a particular Class B Preferred
Share is issued.

    "Senior Preferred Stock" has the meaning set forth in Section 3(a).

    "Third Party" means any person as to which the Corporation does not own,
directly or indirectly, and does not have the power to direct, more than 20% of
the outstanding voting interests.

    "Trading Date" shall mean a date on which the New York Stock Exchange (or
any successor thereto) is open for the transaction of business.

    "Volume-Weighted Average Trading Price" for any given period means, for a
security, an amount equal to (A) the cumulative sum, for each trade of such
security during such period on the New York Stock Exchange (or such other
principal exchange or over-the-counter market on which such security is listed),
of the product of: (x) the sale price times (y) the number of shares of the
security sold at such price; divided by (B) the total number of securities so
traded during the specified period.

3.  DIVIDENDS.

    (a) Payment of Dividends. The holders of outstanding Class B Preferred
Shares shall be entitled to receive, when, as and if declared by the Board of
Directors out of funds legally available therefor, cumulative preferential
dividends at the rate per Class B Preferred Share of $1.74 per annum, as may be
adjusted in accordance with the provisions hereof, and no more, payable
quarterly in arrears on the 15th day of each February, May, August and November,
respectively (each such date being hereinafter referred to as a "Dividend
Payment Date"), or, if any Dividend Payment Date is not a Business Day, then the
Dividend Payment Date shall be the next succeeding Business Day. The first
dividend payment shall be for the period from the Initial Issuance Date to but
excluding the first day of the next calendar quarter, and will be payable on the
first Dividend Payment Date thereafter. Each quarterly period beginning on
January 1, April 1, July 1 and October 1 in each year and ending on and
including the day next preceding the first day of the next such quarterly period
shall be a dividend period. Dividends (or amounts equal to accrued and unpaid
dividends) payable on Class B Preferred Shares for any period less than a full
quarterly dividend period will be computed on the basis of a 360-day year of
twelve 30-day months and the actual number of days elapsed in any period less
than one month. The Board of Directors may fix a record date for the
determination of holders of Class B Preferred Shares entitled to receive payment
of a dividend or distribution declared thereon, which record date shall be no
more than 60 calendar days prior to the date 

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fixed for the payment thereof. If the Security Issue Date of a particular Class
B Preferred Share is later than the Initial Issuance Date solely due to a delay
in the surrender by the holder of a certificate representing a share of capital
stock of Cellular Communications, Inc. ("CCI") pursuant to Section 3.2 of the
Agreement and Plan of Merger between the Corporation and CCI, then dividends on
such Class B Preferred Share shall be payable from the Initial Issuance Date. If
the Security Issuance Date of a particular Class B Preferred Share is later than
the Initial Issuance Date for reasons other than those described in the
preceding sentence, then dividends on such Class B Preferred Share shall accrue
only from the first day of the dividend period during which such Class B
Preferred Share was issued.

    Dividends on the Class B Preferred Shares will accrue, whether or not there
are funds legally available for the payment of such dividends and whether or not
such dividends are declared, on a daily basis from the previous Dividend Payment
Date. Accumulated unpaid dividends shall not bear interest. Dividends will cease
to accrue in respect of Class B Preferred Shares on the Maturity Date or on the
date of their earlier conversion.

    The Preferred Shares will rank on a parity as to payment of dividends with
the Class C Preferred, and with any future preferred stock issued by the
Corporation (the "Parity Preferred Stock") that by its terms ranks pari passu
with the Preferred Shares with respect to payment of dividends.

    The Preferred Shares will be subordinate as to payment of dividends to any
future preferred stock issued by the Corporation that by its terms is senior to
the Preferred Shares with respect to payment of dividends (the "Senior Preferred
Stock").

    (b) Payment of Dividends on Junior Stock. As long as any Class B Preferred
Shares are outstanding, no dividends or other distributions for any dividend
period (other than dividends payable in shares of, or warrants, rights or
options exercisable for or convertible into shares of, Common Stock or any other
capital stock of the Corporation ranking junior to the Class B Preferred Shares
as to the payment of dividends and the distribution of assets upon liquidation,
including the Corporation's Series A Participating Preferred Stock, par value
$0.01 per share ("Junior Stock"), and cash in lieu of fractional shares of such
Junior Stock in connection with any such dividend) will be paid on any Junior
Stock unless: (i) full dividends on all outstanding shares of Senior Preferred
Stock and Parity Preferred Stock (including the Class B Preferred Shares) have
been paid, or declared and set aside for payment, for all dividend periods
terminating on or prior to the payment date of such Junior Stock dividend or
distribution and for the current dividend period, to the extent such Senior
Preferred Stock or Parity Preferred Stock dividends are cumulative; (ii) the
Corporation has paid or set aside all amounts, if any, then or theretofore
required to be paid or set aside for all purchase, retirement, and sinking
funds, if any, for any outstanding shares of Senior Preferred Stock or Parity
Preferred Stock; and (iii) the Corporation is not in default on any of its
obligations to redeem any outstanding shares of Senior Preferred Stock or Parity
Preferred Stock.

    In addition, as long as any Class B Preferred Shares are outstanding, no
shares of any Junior Stock may be purchased, redeemed, or otherwise acquired by
the Corporation or any of its subsidiaries (except in connection with a
reclassification or exchange of any Junior Stock through the issuance of other
Junior Stock (and cash in lieu of fractional shares of such Junior Stock in
connection therewith) or the purchase, redemption, or other acquisition of any
Junior Stock with any Junior Stock (and cash in lieu of fractional shares of
such Junior Stock in connection therewith)) nor may any funds be set aside or
made available for any sinking fund for the purchase or redemption of any Junior
Stock unless: (i) full dividends on all outstanding shares of Senior Preferred
Stock and Parity Preferred Stock have been paid, or declared and set aside for
payment, for all dividend periods terminating on or prior to the date of such
purchase, redemption or acquisition and for the current dividend period, to the
extent such Senior Preferred Stock or Parity Preferred Stock dividends are
cumulative; (ii) the Corporation has paid or set aside all amounts, if any, then
or theretofore required to be paid or set aside for all purchase, retirement,
and sinking funds, if any, for any outstanding shares of Senior Preferred Stock
or Parity Preferred Stock; and (iii) the Corporation is not in default on any of
its obligations to redeem any outstanding shares of Senior Preferred Stock or
Parity Preferred Stock.


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    Subject to the provisions described above, such dividends or other
distributions (payable in cash, property, or Junior Stock) as may be determined
from time to time by the Board of Directors may be declared and paid on the
shares of any Junior Stock and from time to time Junior Stock may be purchased,
redeemed or otherwise acquired by the Corporation or any of its subsidiaries. In
the event of the declaration and payment of any such dividends or other
distributions, the holders of such Junior Stock will be entitled, to the
exclusion of holders of any outstanding Senior Preferred Stock or Parity
Preferred Stock, to share therein according to their respective interests.

    (c) Payment of Dividends on Parity Preferred Stock. As long as any Class B
Preferred Shares are outstanding, dividends or other distributions for any
dividend period may not be paid on any outstanding shares of Parity Preferred
Stock (other than dividends or other distributions payable in Junior Stock and
cash in lieu of fractional shares of such Junior Stock in connection therewith),
unless either: (a) (i) full dividends on all outstanding shares of Senior
Preferred Stock and Parity Preferred Stock have been paid, or declared and set
aside for payment, for all dividend periods terminating on or prior to the
payment date of such Senior Preferred Stock or Parity Preferred Stock dividend
or distribution and for the current dividend period, to the extent such Senior
Preferred Stock or Parity Preferred Stock dividends are cumulative; (ii) the
Corporation has paid or set aside all amounts, if any, then or theretofore
required to be paid or set aside for all purchase, retirement and sinking funds,
if any, for any outstanding shares of Senior Preferred Stock and Parity
Preferred Stock; and (iii) the Corporation is not in default on any of its
obligations to redeem any outstanding shares of Senior Preferred Stock or Parity
Preferred Stock; or (b) any such dividends are declared and paid pro rata so
that the amounts of any dividends declared and paid per share on outstanding
Class B Preferred Shares and each other share of such Parity Preferred Stock
will in all cases bear to each other the same ratio that accrued and unpaid
dividends (including any accumulation with respect to unpaid dividends for prior
dividend periods, if such dividends are cumulative) per share of outstanding
Class B Preferred Shares and such other outstanding shares of Parity Preferred
Stock bear to each other.

    In addition, as long as any Class B Preferred Shares are outstanding, the
Corporation may not purchase, redeem or otherwise acquire any Parity Preferred
Stock (except with any Junior Stock and cash in lieu of fractional shares of
such Junior Stock in connection therewith) unless: (i) full dividends on all
outstanding shares of Senior Preferred Stock and Parity Preferred Stock have
been paid, or declared and set aside for payment, for all dividend periods
terminating on or prior to the payment date of such Senior Preferred Stock or
Parity Preferred Stock purchase, redemption or other acquisition and for the
current dividend period, to the extent such Senior Preferred Stock and Parity
Preferred Stock dividends are cumulative; (ii) the Corporation has paid or set
aside all amounts, if any, then or theretofore required to be paid or set aside
for all purchase, retirement, and sinking funds, if any, for any outstanding
shares of Senior Preferred Stock and Parity Preferred Stock; (iii) the
Corporation is not in default of any of its obligations to redeem any
outstanding shares of Senior Preferred Stock or Parity Preferred Stock unless
all Parity Preferred Stock as to which such a default exists is purchased or
redeemed on a pro rata basis.

    (d) Any dividend payment made on the Class B Preferred Shares shall first be
credited against the earliest accrued but unpaid dividend due with respect to
the Class B Preferred Shares.

    (e) All dividends paid with respect to the Class B Preferred Shares shall be
paid pro rata to the holders entitled thereto.

    (f) Holders of the Class B Preferred Shares shall be entitled to receive
dividends in preference to and in priority over any dividends upon any shares of
the Corporation ranking junior to the Class B Preferred Shares as to dividends,
but subject to the rights of holders of shares of the Corporation having a
preference and a priority over the payment of dividends on the Class B Preferred
Shares.


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<PAGE>   8
4.  CONVERSION.

    (a) Mandatory Conversion. On the third anniversary of the Initial Issuance
Date, or, if such date is not a Business Day, then the next succeeding Business
Day, or such earlier date as may occur as a result of an event set forth in
Section 4(e) (the "Maturity Date"), each outstanding Class B Preferred Share
shall convert automatically (the "Mandatory Conversion") into Common Stock at
the Maturity Exchange Rate in effect on the Maturity Date, and all accrued and
unpaid dividends on such Class B Preferred Share (other than previously declared
dividends payable to the holder of record on a prior date) through and including
the Maturity Date, whether or not declared, shall be immediately due and payable
in cash out of funds legally available for the payment of dividends, subject to
the conversion of the Class B Preferred Shares at the option of the holder at
any time prior to the Maturity Date. Dividends on the Class B Preferred Shares
shall cease to accrue and such shares shall cease to be outstanding on the
Maturity Date. The Corporation shall make such arrangements as it deems
appropriate for the issuance of certificates representing shares of Common Stock
and for the payment of cash in respect of such accrued and unpaid dividends, if
any, or cash in lieu of fractional shares, if any, in exchange for and
contingent upon surrender of certificates representing the Class B Preferred
Shares, and the Corporation may defer the payment of dividends on shares of
Common Stock issuable upon conversion of the Class B Preferred Shares and the
voting thereof until, and make such payment and voting contingent upon, the
surrender of such certificates representing the Class B Preferred Shares,
provided that the Corporation shall give the holders of the Class B Preferred
Shares such notice of any such actions as the Corporation deems appropriate and
upon such surrender such holders shall be entitled to receive such dividends
declared and paid on such shares of Common Stock subsequent to the Maturity
Date. Amounts payable in cash in respect of the Class B Preferred Shares or in
respect of such shares of Common Stock shall not bear interest.

    (b) Redemption by the Corporation. Class B Preferred Shares are not
redeemable by the Corporation prior to the Maturity Date.

    (c) Conversion at Option of Holder. Class B Preferred Shares are convertible
at the option of the holder thereof at any time prior to the Maturity Date into
shares of Common Stock at a rate of 0.806 of a share of Common Stock for each
Class B Preferred Share (the "Optional Conversion Rate") (equivalent to a
conversion price of $35.96 per share of Common Stock), subject to adjustment as
set forth below.

    Conversion of Class B Preferred Shares at the option of the holder may be
effected by delivering certificates evidencing such shares, together with
written notice of conversion and a proper assignment of such certificates to the
Corporation or in blank, to the office or agency to be maintained by the
Corporation for that purpose (and, if applicable, cash payment of an amount
equal to the dividend payable on such shares), and otherwise in accordance with
conversion procedures established by the Corporation. Each optional conversion
shall be deemed to have been effected immediately prior to the close of business
on the date on which the foregoing requirements shall have been satisfied and
dividends will cease to accrue in respect of Class B Preferred Shares at such
time. The conversion shall be at the Optional Conversion Rate in effect at such
time and on such date.

    Holders of Class B Preferred Shares at the close of business on a record
date for any payment of declared dividends shall be entitled to receive the
dividend payable on such shares on the corresponding Dividend Payment Date
notwithstanding the conversion of such shares following such record date and
prior to the corresponding Dividend Payment Date. Except as provided above, upon
any optional conversion of Class B Preferred Shares, the Corporation shall make
no payment or allowance for unpaid dividends, whether or not in arrears, on
converted Class B Preferred Shares or for previously declared dividends or
distributions on the shares of Common Stock issued upon such conversion.

    (d) Maturity Exchange Rate and Optional Conversion Rate Adjustments. The
Maturity Exchange Rate and the Optional Conversion Rate shall each be subject to
adjustment from time to time as provided below in this section (d).


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    (i) If the Corporation shall, after the Initial Issuance Date:

        (A) pay a stock dividend or make a distribution with respect to its 
    Common Stock in shares of such Common Stock,

        (B) subdivide or split its outstanding Common Stock into a greater 
    number of shares,

        (C) combine its outstanding shares of Common Stock into a smaller number
    of shares, or

        (D) issue any shares of capital stock of the Corporation as a 
    distribution with respect to, or by reclassification of, its Common Stock
    (other than the Rights, Equity Securities covered under Section 4(d)(ii),
    and distributions pursuant to Section 5 hereof),

then, in any such event, (1) the Maturity Exchange Rate in effect immediately
prior to such event shall be adjusted such that (aa) the Issue Price and the
Conversion Price shall each be adjusted by multiplying them by a fraction, the
numerator of which is one and the denominator of which is the number of shares
of Common Stock of the Corporation that a holder of one share of Common Stock
prior to any event described above would hold after such event (assuming the
issuance of fractional shares) (the "Recapitalization Adjustment Ratio"), and
(bb) the ratios set forth in (a), (b) and (c) of the definition of Maturity
Exchange Rate shall each be adjusted by multiplying them by a fraction, the
numerator of which is one and the denominator of which is the Recapitalization
Adjustment Ratio; and (2) the Optional Conversion Rate in effect immediately
prior to such event shall be adjusted by multiplying it by a fraction, the
numerator of which is one and the denominator of which is the Recapitalization
Adjustment Ratio. Such adjustment shall become effective at the opening of
business on the Business Day next following the record date for determination of
stockholders entitled to receive such dividend or distribution, in the case of a
dividend or distribution, and shall become effective immediately after the
effective date, in the case of a subdivision, split, combination or
reclassification. Such adjustment shall be made successively. In the case of an
event described in subsection (D) above, each Class B Preferred Share shall
become convertible into shares of capital stock of the Corporation as to which a
holder of Common Stock immediately prior to such a distribution shall be
entitled, or into which the Common Stock has become reclassified, at the
Maturity Exchange Rate or Optional Conversion Rate as modified by this
subsection (i). In the event of any such reclassification into more than one
resulting class of capital stock of the Corporation, the shares of each such
resulting class issuable upon conversion of a Class B Preferred Share shall be
in the same proportion, if possible, or if not possible, in substantially the
same portion, which the total number of shares of such class resulting from such
reclassification bears to the total number of shares of all classes resulting
from all such reclassifications.

    (ii) If the Corporation shall, after the Initial Issuance Date, issue Equity
Securities (other than Common Stock, the Rights or Exempt Issuances) ("Issued
Equity Securities") to all holders of its Common Stock entitling them (for a
period not exceeding 45 days from the later of the record date and the
Determination Date of such issuance) to subscribe for or purchase shares of
Common Stock or other Equity Securities at a price per share less than the Fair
Market Value of the Common Stock or other Equity Security to be acquired in
effect on the Determination Date for such issuance of Equity Securities
(treating the price per share of the Equity Securities to be acquired as equal
to (x) the sum of (A) the Fair Market Value of the consideration payable for a
unit of the Equity Security plus (B) the Fair Market Value of any additional
consideration initially payable upon the exercise, conversion or exchange of
such security into Common Stock divided by (y) the number of shares of Common
Stock initially underlying or that may be acquired upon the exercise, conversion
or exchange of such Equity Security) then, in any such event unless such Equity
Securities are issued to holders of Class B Preferred Shares on a pro rata basis
with the shares of Common Stock based on the Optional Conversion Rate on the
date immediately preceding the record date for such issuance, (A) the Maturity
Exchange Rate in effect on the record date described below shall be adjusted (1)
by multiplying the ratios set forth in (a), (b) and (c) of the definition of
Maturity Exchange by a fraction of which the numerator shall be the sum of (x)
the number of shares of Common Stock outstanding on the date of issuance of such
Issued Equity Securities immediately prior to such issuance, plus (y) the number
of additional shares of Common Stock offered for subscription or purchase
pursuant to such Issued Equity Securities (including the Common Stock that may
be acquired upon the exercise, conversion or exchange of the Equity Securities),
and of which the denominator shall be the sum of (x) the number of shares of
Common Stock outstanding on the date of 


                                       8
<PAGE>   10
issuance of such Issued Equity Securities immediately prior to such issuance,
plus (y) the number of additional shares of Common Stock which the aggregate
offering price of the total number of shares of Common Stock so offered for
subscription or purchase (including, without limitation, the Fair Market Value
of the consideration payable for a unit of the Equity Securities so offered plus
the Fair Market Value of any additional consideration payable upon exercise,
conversion or exchange of such Equity Securities) would purchase at such Fair
Market Value as of the record date for such issuance (the "Anti-Dilution
Adjustment Ratio") and (2) by multiplying the Issue Price and the Conversion
Price by a fraction equal to one divided by the Anti-Dilution Adjustment Ratio,
and (B) the Optional Conversion Ratio in effect on the record date described
below shall be adjusted by multiplying it by the Anti-Dilution Adjustment Ratio.
Such adjustment shall become effective at the opening of business on the
Business Day next following the record date for the determination of
stockholders entitled to receive such rights or warrants. To the extent that
shares of Common Stock are not delivered after the expiration of such rights or
warrants, the Maturity Exchange Rate and the Optional Conversion Rate shall each
be readjusted to the Maturity Exchange Rate and the Optional Conversion Rate
which would then be in effect had the adjustments been made upon the issuance of
such rights or warrants upon the basis of delivery of only the number of shares
of Common Stock actually delivered. Such adjustment shall be made successively.

    (iii) If the Corporation shall, after the Initial Issuance Date, make an
Extraordinary Dividend or effect a Pro Rata Repurchase of Common Stock, then
unless such Extraordinary Dividend is made to each holder of Class B Preferred
Shares on a pro rata basis with the shares of Common Stock based on the Optional
Conversion Rate in effect on the record date for such payment or distribution,
in any such event, then (A) the Maturity Exchange Rate in effect immediately
prior to such event shall be adjusted (1) by multiplying the ratios set forth in
(a), (b) and (c) of the definition of Maturity Exchange Rate by a fraction of
which the numerator shall be the product of (i) the number of shares of Common
Stock outstanding immediately before such Extraordinary Dividend or Pro Rata
Repurchase (minus, in the case of a Pro Rata Repurchase, the number of shares of
Common Stock repurchased by the Corporation) and (ii) the Fair Market Value per
share of the Common Stock on the record date for the determination of
stockholders entitled to receive such Extraordinary Dividend or, with respect to
a Pro Rata Purchase, on the Trading Day immediately preceding the first public
announcement of such Pro Rata Repurchase, and of which the denominator shall be
(i) the product of (x) the number of shares of Common Stock outstanding
immediately before such Extraordinary Distribution or Pro Rata Repurchase and
(y) the Fair Market Value of a share of Common Stock on the record date with
respect to such Extraordinary Distribution, or, in the case of a Pro Rata
Repurchase on the Trading Day immediately preceding the first public
announcement by the Corporation or any of its Affiliates of the intent to effect
such Pro Rata Repurchase, minus (ii) the Fair Market Value of the Extraordinary
Distribution or the aggregate purchase price of the Pro Rata Repurchase, as the
case may be (provided that such denominator shall never be less than 1.0) (the
"Distribution Adjustment Ratio") and (2) by multiplying the Issue Price and the
Conversion Price by a fraction of which the numerator shall be one and the
denominator shall be the Distribution Adjustment Ratio; and (B) the Optional
Conversion Rate in effect immediately prior to such event shall be adjusted by
multiplying it by the Distribution Adjustment Ratio; provided, however, that no
Pro Rata Repurchase shall cause an adjustment to the Maturity Exchange Rate or
the Optional Conversion Rate unless the amount of all cash dividends and
distributions made to holders of Common Stock over the twelve-month period
ending on the Effective Date of such Pro Rata Repurchase, when combined with the
aggregate amount of all Pro Rata Repurchases, including such Pro Rata Repurchase
(for all purposes of this Section 4(d)(iii) including only that portion of the
Fair Market Value of the aggregate purchase price of each Pro Rata Repurchase
which is in excess of the Fair Market Value of the Common Stock repurchased as
determined on the Trading Day immediately preceding the first public
announcement by the Corporation or any of its Affiliates of the intent to effect
each such Pro Rata Repurchase), the Effective Dates of which fall 


                                       9
<PAGE>   11
within such period, exceeds twelve and one-half percent (12 1/2%) of the
aggregate Fair Market Value of all shares of Common Stock outstanding on the
Trading Day immediately preceding the first public announcement by the
Corporation or any of its Affiliates of the intent to effect such Pro Rata
Repurchase. Such adjustment shall become effective on the opening of business on
the Business Day next following the record date for the determination of
stockholders entitled to receive such dividend or distribution. Such adjustment
shall be made successively.

    (iv) If the Corporation shall, after the Initial Issuance Date, make an
International Distribution, and on the record date for such International
Distribution the Fair Market Value of the Common Stock is greater than the
Conversion Price, then each holder of Class B Preferred Shares as of the record
date of such distribution shall receive such International Distribution on a pro
rata basis with the shares of Common Stock based on the Optional Conversion Rate
in effect on the record date for such International Distribution, and the Issue
Price and the Conversion Price shall be adjusted by multiplying the Issue Price
and the Conversion Price by a fraction, of which the numerator shall be (i) the
product of (x) the number of shares of Common Stock outstanding immediately
prior to such International Distribution and (y)(i) the Fair Market Value of a
share of Common Stock on the record date with respect to such International
Distribution, minus (ii) the Fair Market Value of the International
Distribution, and of which the denominator shall be the product of (x) the
number of shares of Common Stock outstanding immediately prior to such
International Distribution and (y) the Fair Market Value per share of the Common
Stock on the record date for the determination of stockholders entitled to
receive such International Dividend (the "International Adjustment Rate"). With
respect to all shares of Series B Preferred Shares outstanding and subsequently
issued, the dividend payable pursuant to Section 2(a) hereof and the Liquidation
Amount shall each be adjusted by multiplying each of them by the International
Adjustment Rate. Such adjustment shall be made successively. In the event that
this subsection (iv) is applicable, then the provisions of subsection (iii)
shall not apply. If this subsection (iv) is not applicable, then the provisions
of subsection (iii) shall apply to such International Distribution. All
adjustments pursuant to this subsection shall become effective on the opening of
business on the Business Day next following the record date for the
determination of stockholders entitled to receive such International
Distribution. If the Corporation has received an opinion of a nationally
recognized law firm or accounting firm that the procedure set forth in this
subsection (iv) would result in an adverse tax consequence to the Corporation or
the holders of the Common Stock, then the provisions of this subsection (iv)
shall not apply, and the provisions of subsection (iii) shall be applicable.

    (v)  In case the Corporation shall, at any time or from time to time while
any of the shares of Class B Preferred Shares are outstanding, issue, sell or
exchange shares of Common Stock (other than (i) pursuant to any Rights, (ii)
Exempt Issuances or pursuant to Equity Securities issued as Exempt Issuances,
(iii) pursuant to Equity Security theretofore outstanding entitling the holder
to purchase or acquire shares of Common Stock, (iv) a dividend or distribution
to holders of Common Stock or (v) distributions pursuant to Section 5 hereof)
for a consideration having a Fair Market Value on the Determination Date less
than the Fair Market Value of such shares of Common Stock on the Determination
Date, then (A) the Maturity Exchange Rate in effect immediately prior to such
issuance, sale or exchange shall be adjusted (1) by multiplying the ratios set
forth in (a), (b) and (c) of the definition of Maturity Exchange Rate by a
fraction of which the numerator shall be the sum of (x) number of shares of
Common Stock outstanding on the date of such issuance immediately prior to such
issuance, plus (y) the number of additional shares of Common Stock so issued,
and of which the denominator shall be the sum of (x) the number of shares of
Common Stock outstanding on the date of such issuance immediately prior to such
issuance, plus (y) the number of additional shares of Common Stock which the
aggregate price paid for the total number of shares of Common Stock so offered
for subscription or purchase would purchase at such Fair Market Value as of the
Determination Date (the "New Issuance Adjustment Ratio") and (2) by multiplying
the Issue Price and the Conversion Price by a fraction equal to one divided by
the New Issuance Adjustment Ratio, and (B) the Optional Conversion Ratio in
effect immediately prior to such issuance shall be adjusted by multiplying it by
the New Issuance Adjustment Ratio. Notwithstanding the foregoing, the provisions
of this subsection (iv) 


                                       10
<PAGE>   12
shall not apply if the Board of Directors of the Corporation has determined that
the value of any consideration to be received in exchange for the issuance, sale
or exchange of such Common Stock to any Third Party following arm's length
negotiations shall be based upon the Volume-Weighted Average Trading Price or
closing price or similar measure of the Common Stock or of the consideration to
be paid for the Common Stock, as measured on a single date or over a period of
days within a reasonable amount of time prior to the issuance, sale or exchange
of such Common Stock.

    (vi)   In case the Corporation shall, at any time or from time to time while
any of the shares of Class B Preferred Shares are outstanding, issue, sell or
exchange any Equity Security (other than Common Stock, the Rights, Exempt
Issuances or distributions pursuant to Section 5 hereof) other than any such
issuance to all holders of shares of Common Stock as a dividend or distribution
(including by way of a reclassification of shares or a recapitalization of the
Corporation) for a consideration having a Fair Market Value on the Determination
Date less than the Non-Dilutive Amount, then (A) the Maturity Exchange Rate
shall be adjusted (1) by multiplying the ratios set forth in (a), (b) and (c) of
the definition of Maturity Exchange Rate by a fraction, the numerator of which
shall be the product of (x) the Fair Market Value of a share of Common Stock on
the Determination Date and (y) the sum of the number of shares of Common Stock
outstanding on such day plus the maximum number of shares of Common Stock
underlying or which could be acquired pursuant to such Equity Security at the
time of the issuance, sale or exchange of such Equity Security (assuming shares
of Common Stock could be acquired pursuant to such Equity Security at such
time), and the denominator of which shall be the sum of (x) the Fair Market
Value of all the shares of Common Stock outstanding on Determination Date plus
(y) the Fair Market Value of the consideration received by the Corporation in
respect of such issuance, sale or exchange of such Equity Security plus (z) the
Fair Market Value as of the Determination Date of the consideration which the
Corporation would receive upon exercise, conversion or exchange in full of all
such Equity Securities (the "Equity Security Issuance Adjustment Ratio") and (2)
by multiplying the Issue Price and the Conversion Price by a fraction equal to
one over the Equity Security Adjustment Ratio, and (B) the Optional Conversion
Ratio shall be adjusted by multiplying it by the Equity Security Adjustment
Ratio. Notwithstanding the foregoing, the provisions of this subsection (vi)
shall not apply if the Board of Directors has determined that the value of any
consideration to be received in exchange for the issuance, sale or exchange of
such Equity Securities to a Third Party following arm's length negotiations
shall be based upon the Volume-Weighted Average Trading Price or closing price
or similar measure of the Equity Securities or of the consideration to be paid
therefor, as measured on a single day or over a period of days within a
reasonable amount of time prior to the issuance, sale or exchange of such Equity
Securities.

    (vii)  Any shares of Common Stock issuable in payment of a dividend shall be
deemed to have been issued immediately prior to the close of business on the
record date for such dividend for purposes of calculating the number of
outstanding shares of Common Stock under subsection (ii) above.

    (viii) The Corporation shall also be entitled to make such adjustments in
the Maturity Exchange Rate and the Optional Conversion Rate as it in its sole
discretion shall determine to be advisable in order that any stock dividends,
subdivisions of shares, distribution of rights to purchase stock or securities,
or distribution of securities convertible into or exchangeable for stock (or any
transaction which could be treated as any of the foregoing transactions pursuant
to Section 305 of the Internal Revenue Code of 1986, as amended) made by the
Corporation to its stockholders after the Initial Issuance Date shall not be
taxable.

    (ix)   In any case in which subsection 4(d) shall require that an adjustment
as a result of any event become effective at the opening of business on the
Business Day next following a record date and the date fixed for conversion
pursuant to subsection 4(a) or 4(c) occurs after such record date, but before
the occurrence of such event, the Corporation may, in its sole discretion, elect
to defer the following until after the occurrence of such event: (A) issuing to
the holder of any converted Class B Preferred Shares the additional shares of


                                       11
<PAGE>   13
         Common Stock issuable upon such conversion over the shares of Common
         Stock issuable before giving effect to such adjustments and (B) paying
         to such holder any amount in cash in lieu of a fractional share of
         Common Stock pursuant to subsection 4(i).

                  (x)  All adjustments to the Maturity Exchange Rate and the
         Optional Conversion Rate shall be calculated to the nearest 1/1000th of
         a share of Common Stock. No adjustment in the Maturity Exchange Rate or
         the Optional Conversion Rate shall be required unless such adjustment
         would require an increase or decrease of at least one percent therein;
         provided, however, that any adjustment which by reason of this
         subsection (x) is 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 (other than this subparagraph (x)) not later
         than such time as may be required in order to preserve the taxfree
         nature of a distribution to the holders of shares of Common Stock. If
         any action or transaction would require adjustment to the Maturity
         Exchange Rate or the Optional Conversion Rate pursuant to more than one
         paragraph of this Section 4, only one adjustment shall be made and such
         adjustment shall be the amount of the adjustment that has the highest
         absolute value.

         (e) Adjustment for Consolidation or Merger. In case of (A) any
consolidation or merger to which the Corporation is a party (other than a merger
or consolidation in which the Corporation is the surviving or continuing
corporation and in which the Common Stock outstanding immediately prior to the
merger or consolidation remains unchanged), (B) any sale or transfer to another
corporation of the property of the Corporation as an entirety or substantially
as an entirety, or (C) any statutory exchange of securities with another
corporation (other than in connection with a merger or acquisition in which the
Corporation is the surviving or continuing corporation and in which the Common
Stock outstanding immediately prior to the merger or consolidation remains
unchanged) (each a "Reorganization Event"), then the Maturity Date of the Class
B Preferred Shares shall accelerate to be the time and date that is immediately
prior to the effective time of the Reorganization Event, and the Class B
Preferred Shares shall automatically convert on such date in accordance with the
procedure set forth in Section 4(a) without any further action on the part of
the holder or the Corporation. Notwithstanding the foregoing, a transaction
described in (A), (B) or (C) above shall only be a Reorganization Event if it is
a bona fide transaction not entered into primarily for the purposes of causing
the Maturity Date to occur.

         For purposes of the immediately preceding paragraph and subsection 4(g)
(iii), any sale or transfer to another corporation of property of the
Corporation which did not account for at least 50% of the consolidated net
income of the Corporation for its most recent fiscal year ending prior to the
consummation of such transaction shall not in any event be deemed to be a sale
or transfer of the property of the Corporation as an entirety or substantially
as an entirety.

         (f) Notice of Adjustments. Whenever the Maturity Exchange Rate and
Optional Conversion Rate are adjusted as herein provided, the Corporation shall:

             (i)  forthwith compute the adjusted Maturity Exchange Rate and
         Optional Conversion Rate in accordance herewith and prepare a
         certificate signed by an officer of the Corporation setting forth the
         adjusted Maturity Exchange Rate and the Optional Conversion Rate, the
         method of calculation thereof in reasonable detail and the facts
         requiring such adjustment and upon which such adjustment is based,
         which certificate shall be conclusive, final and binding evidence of
         the correctness of the adjustment, and file such certificate forthwith
         with the transfer agent for the Class B Preferred Shares and the Common
         Stock; and

             (ii) make a prompt public announcement and mail a notice to
         the holders of the outstanding Class B Preferred Shares stating that
         the Maturity Exchange Rate and the Optional Conversion Rate have been
         adjusted, the facts requiring such adjustment and upon which such
         adjustment is based and setting forth the adjusted Maturity Exchange
         Rate and Optional Conversion Rate, such notice to be mailed at or prior
         to the time the Corporation mails an interim statement to its
         stockholders covering the fiscal 


                                       12
<PAGE>   14
         quarter during which the facts requiring such adjustment occurred, but
         in any event within 45 days of the end of such fiscal quarter.

         (g) Notices. In case, at any time while any of the Class B Preferred
Shares are outstanding,

             (i)   the Corporation shall declare a dividend (or any other
         distribution) on its Common Stock, excluding any cash dividends (other
         than Extraordinary Dividends), or

             (ii)  the Corporation shall authorize the issuance to all holders 
         of its Common Stock of rights or warrants to subscribe for or purchase
         shares or its Common Stock or of any other Equity Securities, or

             (iii) the Corporation shall authorize any reclassification of
         its Common Stock (other than a subdivision or combination thereof) or
         capital stock or any consolidation or merger to which the Corporation
         is a party and for which approval of any stockholders of the
         Corporation is required (except for a merger of the Corporation into
         one of its subsidiaries solely for the purpose of changing the
         corporate name or corporate domicile of the Corporation to another
         state of the United States and in connection with which there is no
         substantive change in the rights or privileges of any securities of the
         Corporation other than changes resulting from differences in the
         corporate statutes of the then existing and the new state of domicile),
         or the sale or transfer to another corporation of the property of the
         Corporation as an entirety or substantially as an entirety, or

             (iv)  the Corporation shall authorize the voluntary or involuntary 
         dissolution, liquidation or winding up of the Corporation, or

             (v)   there shall occur any Pro Rata Repurchase,

         then the Corporation shall cause to be filed at each office or agency
         maintained for the purpose of conversion of the Class B Preferred
         Shares, and shall cause to be mailed to the holders of Class B
         Preferred Shares at their last addresses as they shall appear on the
         stock register, at least 10 days before the date hereinafter specified
         (or the earlier of the dates hereinafter specified, in the event that
         more than one date is specified), a notice stating (A) the date on
         which a record is to be taken for the purpose of such dividend,
         distribution, rights or warrants, or, if a record is not to be taken,
         the date as of which the holders of Common Stock of record to be
         entitled to such dividend, distribution, rights or warrants are to be
         determined, or (B) the date on which any such reclassification,
         consolidation, merger, sale, transfer, dissolution, liquidation or
         winding up is expected to become effective, and the date as of which it
         is expected that holders of Common Stock of record shall be entitled to
         exchange their Common Stock for securities or other property (including
         cash), if any, deliverable upon such reclassification, consolidation,
         merger, sale, transfer, dissolution, liquidation. or winding up. The
         failure to give or receive the notice required by this subsection (g)
         or any defect therein shall not affect the legality or validity of such
         dividend, distribution, right or warrant or other action.

         (h) Effect of Conversions. The person or persons in whose name or names
any certificate or certificates for shares of Common Stock shall be usable upon
any conversion or redemption shall be deemed to have become on the date of any
such conversion or redemption the holder or holders of record of the shares
represented thereby; provided, however, that any such surrender on any date when
the stock transfer books of the Corporation shall be closed shall constitute the
person or persons in whose name or names the certificate or certificates for
such shares are to be issued as the record holder or holders thereof for all
purposes at the opening of business on the next succeeding day on which such
stock transfer books are open.

         (i) No Fractional Shares. No fractional shares or script representing
fractional shares of Common Stock shall be issued upon the redemption or
conversion of any Class B Preferred Shares. In lieu of any fractional share
otherwise issuable in respect of the aggregate number of Class B Preferred
Shares of any holder which are converted upon Mandatory Conversion or any
optional conversion, such holder shall be 


                                       13
<PAGE>   15
entitled to receive an amount in cash (computed to the nearest cent) equal to
the same fraction of (i) the Maturity Price of the Common Stock, in the case of
a Mandatory Conversion, or (ii) the Current Market Price as of the second
Trading Date immediately preceding the effective date of conversion, in the case
of an optional conversion by a holder. If more than one share shall be
surrendered for conversion at one time by or for 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 Class B Preferred Shares so surrendered.

         (j) Re-issuance. Class B Preferred Shares that have been issued and
reacquired in any manner, including shares purchased, exchanged, redeemed or
converted, shall not be reissued as 6.00% Class B Mandatorily Convertible
Preferred Stock, Series 1996 and shall (upon compliance with any applicable
provisions of the laws of the State of Delaware) have the status of authorized
and unissued shares of the Preferred Stock undesignated as to series and may be
redesignated and reissued as part of any series of Preferred Stock.

         (k) Payment of Taxes. The Corporation shall pay any and all
documentary, stamp or similar issue or transfer taxes payable in respect of the
issue or delivery of shares of Common Stock on the redemption or conversion of
share of Class B Preferred Shares pursuant to this Section 4; provided, however,
that the Corporation shall not be required to pay any tax which may be payable
in respect of any registration of transfer involved in the issue or delivery of
shares of Common Stock in a name other than that of the registered holder of
Class B Preferred Shares redeemed or converted or to be redeemed or converted,
and no such issue or delivery shall be made unless and until the person
requesting such issue has paid to the Corporation the amount of any such tax or
has established, to the satisfaction of the Corporation, that such tax has been
paid.

         (l) Reservation of Common Stock. The Corporation shall at all times
reserve and keep available, free from preemptive rights, out of the aggregate of
its authorized but unissued Common Stock and/or its issued Common Stock held in
its treasury, for the purpose of effecting any Mandatory Conversion of the Class
B Preferred Shares or any conversion of the Class B Preferred Shares at the
option of the holder, the full number of shares of Common Stock then deliverable
upon any such conversion of all outstanding Class B Preferred Shares.

5.       CONTINGENT PRICE ADJUSTMENT PAYMENT.

         (a) Holders of outstanding Class B Preferred Shares shall be entitled
to receive, when, as and if declared by the Board of Directors out of funds
legally available therefor, a contingent payment (the "Contingent Payment") in
the amount set forth below if the Volume-Weighted Average Trading Price of the
Class B Preferred Shares over the period of 30 consecutive calendar days
commencing on the date that is three months after the Initial Issuance Date (the
last day of such period being the "Contingent Payment Calculation Date") is as
follows:

<TABLE>
<CAPTION>
                           CUMULATIVE AMOUNT
  TRADING PRICE                 PER SHARE
  -------------            -----------------
                              ($ MILLION)
<S>                        <C>                   <C>                                             
$29.000 to $28.736                0.00           in each case divided by the total
$28.735 to $28.473                2.00           number of shares of Class B
$28.472 to $28.341                4.00           Preferred Stock issued and
$28.340 to $28.209                6.00           outstanding as of the Contingent
$28.208 to $28.077                8.00           Payment Calculation Date
$28.076 to $27.945               10.00
$27.944 to $27.814               12.50
$27.813 to $27.550               15.00
Less than $27.550                16.85
</TABLE>

         The Contingent Payment shall be sent no later than the tenth Business
Day following the Contingent Payment Calculation Date to holders of record as of
the Contingent Payment Calculation Date.


                                       14
<PAGE>   16
         (b) The Corporation may, at its option, pay the Contingent Payment in
the form of capital stock by delivering a number of shares of Class C Preferred
Stock or Common Stock equal to the Contingent Payment Amount divided by the
Volume-Weighted Average Trading Price of the Class C Preferred Stock or Common
Stock, as applicable, over the 30 day period described above, or cash in lieu of
fractional shares at such price.

6.       LIQUIDATION RIGHTS.

         (a) The Class B Preferred Shares will rank on a parity as to preference
on distribution of assets upon liquidation with the Class C Preferred Stock, and
with any future preferred stock issued by the Corporation that by its terms
ranks pari passu with the Class B Preferred Shares with respect to distribution
of assets upon liquidation.

         (b) The Class B Preferred Shares will be subordinate as to preference
on distribution of assets upon liquidation of dividends to any future preferred
stock issued by the Corporation that by its terms is senior to the Class B
Preferred Shares with respect to distribution of assets upon liquidation.

         (c) In the event of the liquidation, dissolution, or winding up of the
business of the Corporation, whether voluntary or involuntary, the holders of
Class B Preferred Shares then outstanding, after payment or provision for
payment of the debts and other liabilities of the Corporation and the payment or
provision for payment of any distribution on any shares of the Corporation
having a preference and a priority over the Class B Preferred Shares on
liquidation, and before any distribution to holders of any shares of the
Corporation that are junior and subordinate to the Class B Preferred Shares on
liquidation, including the Common Stock and the Series A Participating Preferred
Stock, shall be entitled to be paid out of the assets of the Corporation
available for distribution to its stockholders an amount per Class B Preferred
Share of cash equal to $29.00, as adjusted pursuant to the terms hereof (the
"Liquidation Amount"), plus an amount equal to all accrued and unpaid dividends
thereon, and shall, after the holders of Common Stock have received an amount
per share of Common Stock equal to the amount paid per Class B Preferred Share,
be entitled to participate on a pro rata basis with the holders of Common Stock.
In the event the assets of the Corporation available for distribution to the
holders of the Class B Preferred Shares upon any dissolution, liquidation or
winding up of the Corporation shall be insufficient to pay in full the
liquidation payments payable to the holders of outstanding Class B Preferred
Shares and of all other series of Preferred Stock that ranks on a parity with
the Class B Preferred Shares in the event of liquidation, the holders of Class B
Preferred Shares and of all other series of such parity Preferred Stock shall
share ratably in such distribution of assets in proportion to the amount which
would be payable on such distribution if the amounts to which the holders of
outstanding Class B Preferred Shares and the holders of outstanding shares of
such parity Preferred Stock were paid in full. Except as provided in this
Section 6, holders of Class B Preferred Shares shall not be entitled to any
distribution in the event of liquidation, dissolution or winding up of the
affairs of the Corporation.

         (d) For the purposes of this Section 6, none of the following shall be
deemed to be a voluntary or involuntary liquidation, dissolution or winding up
of the Corporation:

             (i)  the sale, lease, transfer or exchange of all or substantially 
         all of the assets of the Corporation; or

             (ii) the consolidation or merger of the Corporation with one or 
         more other corporations (whether or not the Corporation is the
         corporation surviving such consolidation or merger).

7.       NO PREEMPTIVE RIGHTS.

         The holders of Class B Preferred Shares shall have no preemptive
rights, including preemptive rights with respect to any shares of capital stock
or other securities of the Corporation convertible into or carrying rights or
options to purchase any such shares.


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<PAGE>   17
8.       VOTING RIGHTS.

         (a) The holders of Class B Preferred Shares shall have the right with
the holders of Common Stock to vote in the election of directors and upon each
other matter coming before any meeting of the stockholders on which the holders
of Common Stock are entitled to vote, on the basis of four-fifths of a vote for
each share held (which number shall be adjusted in accordance with adjustments
to the Optional Conversion Ratio). The holders of Class B Preferred Shares and
Common Stock shall vote together as one class except as otherwise set forth
herein or as otherwise provided by law or elsewhere in the Certificate of
Incorporation.

         (b) If at any time dividends payable on the Class B Preferred Shares or
any other series of Parity Preferred Stock are in arrears and unpaid in an
aggregate amount equal to or exceeding the aggregate amount of dividends payable
thereon for six quarterly dividend periods, or if any other series of Preferred
Stock shall be entitled for any other reason to exercise voting rights, separate
from the Common Stock, to elect any Directors of the Corporation ("Preferred
Stock Directors"), the holders of the Class B Preferred Shares, voting
separately as a class with the holders of all other series of Preferred Stock
upon which like voting rights have been conferred and are exercisable, shall
have the right to vote for the election of two Preferred Stock Directors of the
Corporation, such Directors to be in addition to the number of Directors
constituting the Board of Directors immediately prior to the accrual of such
right. Such right of the holders of Class B Preferred Shares to elect two
Preferred Stock Directors shall, when vested, continue until all dividends in
arrears on the Class B Preferred Shares and such other series of Preferred Stock
shall have been paid in full and the right of any other series of Preferred
Stock to exercise voting rights, separate from the Common Stock, to elect
Preferred Stock Directors shall terminate or have terminated and, when so paid,
and any such termination occurs or has occurred, such right of the holders of
Class B Preferred Shares to elect two Preferred Stock Directors separately as a
class shall cease, subject always to the same provisions for the vesting of such
right of the holders of the Class B Preferred Shares to elect two Preferred
Stock Directors in the case of future dividend defaults.

         The term of office of each Director elected pursuant to the preceding
paragraph shall terminate on the earlier of (i) the next annual meeting of
stockholders at which a successor shall have been elected and qualified or (ii)
the termination of the right of the holders of Class B Preferred Shares and such
other series of Preferred Stock to vote for Directors pursuant to the preceding
paragraph. Vacancies on the Board of Directors resulting from the death,
resignation or other cause of any such Director shall be filled exclusively by
no less than two-thirds of the remaining Directors and the Director so elected
shall hold office until a successor is elected and qualified.

         (c) For as long as any Class B Preferred Shares remain outstanding, the
affirmative consent of the holders of at least two-thirds thereof actually
voting (voting separately as a class) given in person or by proxy, at any annual
meeting or special meeting of the stockholders called for such purpose, shall be
necessary to amend, alter or repeal any of the provisions of the Certificate of
Incorporation of the Corporation which would adversely affect the powers,
preferences or rights of the holders of the Class B Preferred Shares then
outstanding or reduce the minimum time required for any notice to which holders
of Class B Preferred Shares then outstanding may be entitled; provided, however,
that any such amendment, alteration or repeal that would authorize, create or
increase the authorized amount of any shares of stock (whether or not already
authorized) ranking junior to, on a parity with, or senior to the Class B
Preferred Shares with respect to payment of dividends or payment upon
liquidation shall be deemed not to affect adversely such powers, preferences or
rights and shall not be subject to approval by the holders of Class B Preferred
Shares; and provided further that the holders of the Class B Preferred Shares
shall not have any voting rights with respect to the amendment, alteration or
repeal of any provisions of the Certificate of Incorporation of the Corporation
approved at a meeting of the stockholders the record date of which is prior to
the issuance of any Class B Preferred Shares.


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<PAGE>   18
    (d) Except as set forth in this Section 8 or as required by law, the holders
of the Class B Preferred Shares shall not have any voting rights.

    IN WITNESS WHEREOF, AirTouch Communications, Inc. has caused this
certificate to be executed this 13th day of August, 1996.

                              AIRTOUCH COMMUNICATIONS, INC.



                              By:  _____________________________________________
                                   Margaret G. Gill
                                   Senior Vice President Legal, External Affairs
                                   and Secretary


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