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                                                                     EXHIBIT 3.1


                                    RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                                 METROCALL, INC.
                                  (AS AMENDED)

    Metrocall, Inc., a corporation organized and existing under the laws of the
State of Delaware (the "Corporation"), hereby certifies as follows:

    FIRST: The name of the Corporation is Metrocall, Inc. The Corporation was
originally incorporated under the name Metrocall of Delaware, Inc., and the
original Certificate of Incorporation of the Corporation was filed with the
Secretary of State of the State of Delaware on October 26, 1982.

    SECOND: This Restated Certificate of Incorporation was duly adopted in
accordance with Sections 242 & 245 of the General Corporation Law of the State
of Delaware (the "Delaware General Corporation Law"), and restates and
integrates (including the provisions provided under the Certificate of
Designation, Number, Powers, Preferences and Relative, Participating, Optional
and Other Rights of Series A Convertible Preferred Stock of the Corporation as
filed with the Secretary of State of the State of Delaware on November 15, 1996;
and the Certificate of Designation, Number, Powers, Preferences and Relative,
Participating, Optional and Other Rights of Series E Junior Participating
Preferred Stock of the Corporation as filed with the Secretary of State of the
State of Delaware on February 25, 2000) and does not further amend the
provisions of the Certificate of Incorporation of the Corporation, as
theretofore amended, restated or supplemented, and there is no discrepancy
between those provisions and the provisions of this Restated Certificate of
Incorporation.

    THIRD: The text of the Certificate of Incorporation of the Corporation as
heretofore amended or supplemented, shall read in its entirety as follows:


1.  NAME.


    The name of this corporation is Metrocall, Inc.


2.  REGISTERED OFFICE AND AGENT.

    The registered office of the Corporation shall be located at 1013 Centre
Road, Wilmington, DE 19805, in New Castle County. The registered agent of the
Corporation at such address shall be United States Corporation Company.


3.  PURPOSE AND POWERS.

    The purpose of the Corporation is to engage in any lawful act or activity
for which corporations may be organized under the Delaware General Corporation
Law. The Corporation shall have all power necessary or helpful to engage in such
acts and activities.


4.  CAPITAL STOCK.




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         4.1.  Authorized Shares.

    The total number of shares of all classes of stock that the Corporation
shall have the authority to issue is 201,000,000 shares, of which 1,000,000
shares shall be Preferred Stock, having a par value of $0.01 per share (the
"Preferred Stock") and 200,000,000 shall be classified as shares of Common
Stock, par value $0.01 per share ("Common Stock"). The Board of Directors is
expressly authorized to provide for the classification and reclassification of
any unissued shares of Preferred Stock or Common Stock and the issuance thereof
in one or more classes or series without the approval of the stockholders of the
Corporation.


         4.2.  Common Stock.


         (a)  Relative Rights.

    The Common Stock shall be subject to all of the rights, privileges,
preferences and priorities of the Preferred Stock as set forth in the
certificate of designations filed to establish the respective series of
Preferred Stock. Each share of Common Stock shall have the same relative rights
as and be identical in all respects to all the other shares of Common Stock.


         (b)  Voting Rights.

    Each holder of shares of Common Stock shall be entitled to attend all
special and annual meetings of the stockholders of the Corporation and, share
for share and without regard to class, together with the holders of all other
classes of stock entitled to attend such meetings and to vote (except any class
or series of stock having special voting rights), to cast one vote for each
outstanding share of Common Stock so held upon any matter or thing (including,
without limitation, the election of one or more directors) properly considered
and acted upon by the stockholders, except as otherwise provided in this
Restated Certificate of Incorporation or by applicable law.


         (c)  Dividends.

    Whenever there shall have been paid, or declared and set aside for payment,
to the holders of shares of any class of stock having preference over the Common
Stock as to the payment of dividends, the full amount of dividends and of
sinking fund or retirement payments, if any, to which such holders are
respectively entitled in preference to the Common Stock, then the holders of
record of the Common Stock and any class or series of stock entitled to
participate therewith as to dividends, shall be entitled to receive dividends,
when, as, and if declared by the Board of Directors, out of any assets legally
available for the payment of dividends thereon.


         (d)  Dissolution, Liquidation, Winding Up.

    In the event of any dissolution, liquidation or winding up of the
Corporation, whether voluntary or involuntary, the holders of record of the
Common Stock then outstanding, and all holders of any class or series of stock
entitled to participate therewith in whole or in part, as to distribution of
assets, shall become entitled to participate in the distribution of any assets
of the Corporation remaining after the Corporation shall have paid, or set aside
for payment, to the holders of any class of stock having preference over the
Common Stock in the event of dissolution, liquidation or winding up, the full
preferential amounts (if any) to which they are entitled, and shall have paid or
provided for payment of all debts and liabilities of the Corporation.


         4.3.  Preferred Stock.


         (a)  Issuance, Designations, Powers, Etc.

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    The Board of Directors expressly is authorized, subject to limitations
prescribed by the Delaware General Corporation Law and the provisions of this
Restated Certificate of Incorporation, to provide, by resolution and by filing a
certificate of designations pursuant to the Delaware General Corporation Law,
for the issuance from time to time of the shares of Preferred Stock in one or
more series, to establish from time to time the number of shares to be included
in each such series, and to fix the designation, powers, preferences and other
rights of the shares of each such series and to fix the qualifications,
limitations and restrictions thereon, including, but without limiting the
generality of the foregoing, the following:

    (i) the number of shares constituting that series and the distinctive
designation of that series;

    (ii) the dividend rate on the shares of that series, whether dividends shall
be cumulative, and, if so, from which date or dates, and the relative rights of
priority, if any, of payment of dividends on shares of that series;

    (iii) whether that series shall have voting rights, in addition to the
voting rights provided by law, and, if so, the terms of such voting rights;

    (iv) whether that series shall have conversion privileges, and, if so, the
terms and conditions of such conversion, including provision for adjustment of
the conversion rate in such events as the Board of Directors shall determine;

    (v) whether or not the shares of that series shall be redeemable, and, if
so, the terms and conditions of such redemption, including the dates upon or
after which they shall be redeemable, and the amount per share payable in case
of redemption, which amount may vary under different conditions and at different
redemption dates;

    (vi) whether that series shall have a sinking fund for the redemption or
purchase of shares of that series, and, if so, the terms and amount of such
sinking fund;

    (vii) the rights of the shares of that series in the event of voluntary or
involuntary liquidation, dissolution or winding up of the Corporation, and the
relative rights of priority, if any, of payment of shares of that series; and

    (viii) any other relative powers, preferences, and rights of that series,
and qualifications, limitations or restrictions on that series.


         (b)  Dissolutions, Liquidation, Winding Up.

    In the event of any liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary, the holders of Preferred Stock of
each series shall be entitled to receive only such amount or amounts as shall
have been fixed by the certificate of designations or by the resolution or
resolutions of the Board of Directors providing for the issuance of such series.

    (c) Pursuant to the foregoing authority, there has been authorized the
following Preferred Stock:

    (i) the Series A Convertible Preferred Stock shall have the powers,
preferences and relative, participating, optional or other rights, or the
qualifications, limitations or restrictions as set forth on Exhibit 4.3(c)(i)
hereto; and

    (ii) the Series E Junior Participating Preferred Stock shall have the
powers, preferences and relative, participating, optional or other rights, or
the qualifications, limitations or restrictions as set forth on Exhibit
4.3(c)(ii) hereto.


         4.4.  Adjustments of Authorized Stock.

    Except as provided to the contrary in the provisions establishing a class or
series of stock, the amount of the authorized stock of the Corporation of any
class or classes may be increased or decreased (but not below the number then
outstanding) by the affirmative vote





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of a majority of the directors then in office, whether or not a quorum.

         4.5.  Restrictions on Foreign Ownership of Shares.

    (a) No shares of stock of any class or series outstanding at any time shall
be owned of record or beneficially by a person (as defined in Section 4.5 (c)
hereof) whose ownership thereof would constitute a violation of Section 310(a)
or 310(b) of the Communications Act of 1934, as amended, or any similar or
successor federal statutes.

    (b) The Corporation may, in its sole discretion, redeem any outstanding
shares of stock of any class or series which are owned in violation of Section
4.5(a) hereof. Shares redeemed by the Corporation under this Section 4.5(b) may
be redeemed for cash, property or rights, at the lesser of (i) the fair market
value at the time of the redemption or (ii) the holder's purchase price,
provided the holder purchased such shares within a year prior to the redemption.
The Board of Directors shall have sole discretion to determine whether shares
are owned in violation of Section 4.5(a) hereof, the fair market value of any
shares to be redeemed, and the value of any non-cash consideration to be
provided for such shares in any such redemption.

    (c) For purposes of this Section 4.5, "person" shall mean an individual, a
partnership, a corporation, a trust, a joint venture, an unincorporated
organization, a government or any department or agency thereof or any other
legal entity.


5.  BOARD OF DIRECTORS.


         5.1.  Classification.

    Except as otherwise provided in this Restated Certificate of Incorporation
or a certificate of designations relating to the rights of the holders of any
class or series of Preferred Stock, voting separately by class or series, to
elect additional directors under specified circumstances, the number of
directors of the Corporation shall be as fixed from time to time by or pursuant
to the Bylaws of the Corporation. The directors, other than those who may be
elected by the holders of any class or series of Preferred Stock voting
separately by class or series, shall be classified, with respect to the time for
which they severally hold office, into three classes, Class I, Class II and
Class III, which shall be as nearly equal in number as possible, and shall be
adjusted from time to time in the manner specified in the Bylaws of the
Corporation to maintain such proportionality. Each initial director in Class I
shall hold office for a term expiring at the 1996 annual meeting of
stockholders, each initial director in Class II shall hold office initially for
a term expiring at the 1995 annual meeting of stockholders, and each initial
director in Class III shall hold office for a term expiring at the 1994 annual
meeting of stockholders. Notwithstanding the foregoing provisions of this
Section 5.1, each director shall serve until such director's successor is duly
elected and qualified or until such director's earlier death, resignation or
removal. At each annual meeting of stockholders, the successors to the class of
directors whose term expires at that meeting shall be elected to hold office for
a term expiring at the annual meeting of stockholders held in the third year
following the year of their election and until their successors have been duly
elected and qualified or until any such director's earlier death, resignation or
removal.


         5.2.  Removal.

    (a) Except as otherwise provided pursuant to the provisions of this Restated
Certificate of Incorporation or a certificate of designations relating to the
rights of the holders of any class or series of Preferred Stock, voting
separately by class or series, to elect directors under specified circumstances,
any director or directors may be removed from office at any time, but only for
cause (as defined in Section 5.2(b) hereof) and only by the affirmative vote, at
a special meeting of the stockholders called for such a purpose, of not less
than 66-2/3% of the total number of votes of the then outstanding shares of
stock of the Corporation entitled to vote generally in the election of
directors, voting together as a single class, but only if notice of such
proposal was contained in the notice of such meeting. At least 30 days prior to
such special meeting of stockholders, written notice shall be sent to the
director or directors whose removal will be considered at such meeting. Any
vacancy in the Board of Directors resulting from any such removal or otherwise
shall be filled only by vote of a majority of the directors then in office,
although less than a quorum, and any directors so chosen shall hold office until
the next election of the class for

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which such directors shall have been chosen and until their successors shall be
elected and qualified or until any such director's earlier death, resignation or
removal.

    (b) For purposes of this Section 5.2, "cause" shall mean (i) conduct as a
director of the Corporation or any subsidiary involving dishonesty of a material
nature or (ii) criminal conduct (other than minor infractions and traffic
violations) that relates to the performance of the director's duties as a
director of the Corporation or any subsidiary.


         5.3. Change of Authorized Number.

    In the event of any increase or decrease in the authorized number of
directors, the newly created or eliminated directorships resulting from such
increase or decrease shall be apportioned by the Board of Directors among the
three classes of directors so as to maintain such classes as nearly equal as
possible. No decrease in the number of directors constituting the Board of
Directors shall shorten the term of any incumbent director.


        5.4.  Directors Elected by Holders of Preferred Stock.

    Notwithstanding the foregoing, whenever the holders of any one or more
classes or series of Preferred Stock issued by the Corporation shall have the
right, voting separately by class or series, to elect directors at an annual or
special meeting of stockholders, the election, term of office, filling of
vacancies and other features of such directorships shall be governed by the
terms of this Restated Certificate of Incorporation or a certificate of
designations applicable thereto, and such directors so elected shall not be
divided into classes pursuant to this Section 5 unless expressly provided by the
certificate of designations.


         5.5.  Limitation of Liability.

    No director of the Corporation shall be liable to the Corporation or its
stockholders for monetary damages for any breach of fiduciary duty as a
director, provided that this provision shall not eliminate or limit the
liability of a director (a) for any breach of the director's duty of loyalty to
the Corporation or its stockholders; (b) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law; (c) for
the types of liability set forth in Section 174 of the Delaware General
Corporation Law; or (d) for any transaction from which the director received any
improper personal benefit. Any repeal or modification of this Section 5.5 by the
stockholders of the Corporation shall be prospective only, and shall not
adversely affect any right or protection of a director of the Corporation
existing at the time of such repeal or modification with respect to acts or
omissions occurring prior to such repeal or modification.


6.  INDEMNIFICATION.

    To the extent permitted by law, the Corporation shall fully indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding (whether civil,
criminal, administrative or investigative) by reason of the fact that such
person is or was a director or officer of the Corporation, or is or was serving
at the request of the Corporation as a director or officer of another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding,

    To the extent permitted by law, the Corporation may fully indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding (whether civil,
criminal, administrative or investigative) by reason of the fact that such
person is or was an employee or agent of the Corporation, or is or was serving
at the request of the Corporation as an employee or agent of another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection




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with such action, suit or proceeding.

    The Corporation may advance expenses (including attorneys' fees) incurred by
a director or officer in advance of the final disposition of such action, suit
or proceeding upon the receipt of an undertaking by or on behalf of the director
or officer to repay such amount if it shall ultimately be determined that such
director or officer is not entitled to indemnification. The Corporation may
advance expenses (including attorneys' fees) incurred by an employee or agent in
advance of the final disposition of such action, suit or proceeding upon such
terms and conditions, if any, as the Board of Directors deems appropriate.

7.  ACTIONS BY STOCKHOLDERS.

    Any action required or permitted to be taken by the stockholders of the
Corporation must be effected at a duly called annual or special meeting of
stockholders, and may not be effected by any consent in writing by such
stockholders, unless such consent is unanimous.


8.  SPECIAL MEETINGS.

    Special meetings of the stockholders may be called at any time but only by
(a) the chairman of the board of the Corporation, (b) a majority of the
directors in office, although less than a quorum, or (c) the holders of not less
than 35% of the total number of votes of the then outstanding shares of stock of
the Corporation entitled to vote generally in the election of directors, voting
together as a single class.


9.  CRITERIA FOR EVALUATING CERTAIN OFFERS.

    The Board of Directors, when evaluating any offer of another party to (a)
make a tender or exchange offer for any equity security of the Corporation, (b)
merge or consolidate the Corporation with another institution, or (c) purchase
or otherwise acquire all or substantially all of the properties and assets of
the Corporation, shall, in connection with the exercise of its judgment in
determining what is in the best interests of the Corporation and its
stockholders, be authorized, to give due consideration to any such factors as
the Board of Directors determines to be relevant, including, without limitation:


            (i) the interests of the stockholders of the Corporation;

            (ii) whether the proposed transaction might violate federal or state
laws;

            (iii) the consideration being offered in the proposed transaction,
in relation to the then current market price for the outstanding capital stock
of the Corporation, the market price for the capital stock of the Corporation
over a period of years, the estimated price that might be achieved in a
negotiated sale of the Corporation as a whole or in part or through orderly
liquidation, the premiums over market price for the securities of other
corporations in similar transactions, current political, economic and other
factors bearing on securities prices and the Corporation's financial condition
and estimated future value as an independent entity; and

            (iv) the social, legal and economic effects upon employees,
suppliers, subscribers and others having similar relationships with the
Corporation, and the communities in which the Corporation conducts it business.

In connection with any such evaluation, the Board of Directors is authorized to
conduct such investigations and engage in such legal proceedings as the Board of
Directors may determine.


10.  ANTI-GREENMAIL.

    Any direct or indirect purchase or other acquisition by the Corporation of
any capital stock of the Corporation from any Significant Stockholder (as
hereinafter defined) who has been the beneficial owner (as hereinafter defined)
of such capital stock for less than two years



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prior to the date of such purchase or other acquisition shall, except as
hereinafter expressly provided, require the affirmative vote of the holders of
at least a majority of the total number of outstanding shares of capital stock
of the Corporation entitled to vote generally in the election of directors,
voting together as a single class, excluding in calculating such affirmative
vote and the total number of outstanding shares all capital stock beneficially
owned by such Significant Stockholder. Such affirmative vote shall be required
notwithstanding the fact that no vote may be required or that a lesser
percentage may be specified, by law, but no such affirmative vote shall be
required with respect to (a) any purchase or other acquisition of capital stock
of the Corporation made as part of a tender or exchange offer by the Corporation
to purchase capital stock of the Corporation on the same terms from all holders
of the same class of capital stock and complying with the applicable
requirements of the Securities Exchange Act of 1934, as amended, and the rules
and regulations thereunder, (b) any purchase of capital stock of the Corporation
which the Board of Directors shall determine to be necessary pursuant to Section
4.5 of this Restated Certificate of Incorporation, (c) any purchase or other
acquisition of capital stock of the Corporation on the same terms from all
holders of such class of capital stock in accordance with the terms and
conditions of any stock option or employee benefit plan of the Corporation, or
(d) any purchase of capital stock of the Corporation, where the Board of
Directors has determined that the purchase price per share of the capital stock
does not exceed the fair market value of the capital stock. Such fair market
value shall be equal to the average closing price or the mean of the bid and
asked prices of a share of capital stock for the 20 trading days immediately
preceding the execution of a definitive agreement to purchase the capital stock
from a Significant Stockholder.

    For purposes of this Section 10, "Significant Stockholder" shall mean any
person (other than the Corporation or any corporation of which a majority of any
class of capital stock of the Corporation is owned, directly or indirectly, by
the Corporation) that is the beneficial owner, directly or indirectly, of five
percent or more of the voting power of the outstanding capital stock of the
Corporation.

    For purposes of this Section 10, "Beneficial Owner," when used with respect
to any capital stock of the Corporation, means any person that:

            (i) individually or with any of its Affiliates (as hereinafter
defined), beneficially owns capital stock directly or indirectly;

            (ii) individually or with any of its Affiliates, has (a) the right
to acquire capital stock (whether such right is exercisable immediately or only
after passage of time) pursuant to any agreement, arrangement or understanding
or upon the exercise of conversion rights, exchange rights, warrants or options,
or otherwise; (b) the right to vote or direct the voting of capital stock
pursuant to any agreement, arrangement or understanding; or (c) the right to
dispose of or to direct the disposition of capital stock pursuant to any
agreement, arrangement or understanding; or

            (iii) individually or with any of its Affiliates, has any agreement,
arrangement or understanding for the purpose of acquiring, holding, voting or
disposing of capital stock with any other person that beneficially owns, or
whose Affiliates beneficially own, directly or indirectly, such shares of
capital stock.

    For purposes of this Section 10, "Affiliate" shall mean a person that
directly or indirectly through one or more intermediaries controls, or is
controlled by, or is under common control with, a specified person.


11.  COMPROMISE OR ARRANGEMENT CLAUSE.

    Whenever a compromise or arrangement is proposed between the Corporation and
its creditors or any class of them and/or between the Corporation and its
stockholders or any class of them, any court of equitable jurisdiction within
the State of Delaware may, on the application in a summary way of the
Corporation or of any creditor or stockholder thereof or on the application of
any receiver or receivers appointed for the Corporation under Section 291 of the
Delaware General Corporation Law or on the application of trustees in
dissolution or of any receiver or receivers appointed for the Corporation under
Section 279 of the Delaware General Corporation Law order a meeting of the
creditors or class of creditors, and/or of the stockholders or class of
stockholders of the Corporation, as the case may be, to be summoned in such
manner as the said court directs. If a majority in number representing three
fourths in value of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of the Corporation, as the case may be,
agree to any compromise or arrangement and to any reorganization of the
Corporation as a consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application has been made, be binding on all the




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creditors or class of creditors, and/or on all the  stockholders or class of
stockholders of the Corporation, as the case may be, and also on the
Corporation.


12.  AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION.

    Notwithstanding any other provisions of this Restated Certificate of
Incorporation or the Bylaws of the Corporation (and notwithstanding the fact
that a lesser percentage may be specified by law, this Restated Certificate of
Incorporation or the Bylaws of the Corporation), the affirmative vote of 66 2/3%
of the total number of votes of the then outstanding shares of capital stock of
the Corporation entitled to vote generally in the election of directors, voting
together as a single class, shall be required to amend or repeal, or to adopt
any provision inconsistent with the purpose or intent of Sections 5, 7, 8, 9,
and 10 hereof, and this Section 12. Notice of any such proposed amendment,
repeal or adoption shall be contained in the notice of the meeting at which it
is to be considered. Subject to the provisions set forth herein, the Corporation
reserves the right to amend, alter, repeal or rescind any provision contained in
this Restated Certificate of Incorporation in the manner now or hereafter
prescribed by law.


13.  AMENDMENT OF BYLAWS.

    In furtherance and not in limitation of the powers conferred by the Delaware
General Corporation Law, the Board of Directors is expressly authorized and
empowered to adopt, amend and repeal the Bylaws of the Corporation, subject to
the right of the stockholders entitled to vote with respect thereto to amend or
repeal Bylaws adopted by the Board of Directors as provided for in this Restated
Certificate of Incorporation or in the Bylaws of the Corporation.

    IN WITNESS WHEREOF, Metrocall, Inc. has caused this Restated Certificate of
Incorporation to be executed on its behalf on February 16, 1999.


                                    METROCALL, INC.

                                    By:  /s/William L. Collins, III
                                        ----------------------------
                                         William L. Collins, III
                                         President


Attest:

/s/Shirley B. White
--------------------
Shirley B. White
Assistant Secretary

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           Exhibit 4.3(c)(i) to Restated Certificate of Incorporation


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                   CERTIFICATE OF DESIGNATION, NUMBER, POWERS,
                    PREFERENCES AND RELATIVE, PARTICIPATING,
                          OPTIONAL AND OTHER RIGHTS OF
                      SERIES A CONVERTIBLE PREFERRED STOCK
                                       OF
                                 METROCALL, INC.

    Metrocall, Inc. (the "Corporation"), a corporation organized and existing
under the General Corporation Law of the State of Delaware, hereby certifies
that, pursuant to the provisions of Section 151 of the General Corporation Law
of the State of Delaware, its Board of Directors, at a meeting duly held on
November 13, 1996, adopted the following resolution:

    WHEREAS, the Board of Directors of the Corporation is authorized by the
Amended and Restated Certificate of Incorporation to issue up to 1,000,000
shares of preferred stock in one or more classes or series and, in connection
with the creation of any class or series, to fix by the resolutions providing
for the issuance of shares the powers, designations, preferences and relative,
participating, optional or other rights of the class or series and the
qualifications, limitations or restrictions thereof; and

    WHEREAS, it is the desire of the Board of Directors of the Corporation,
pursuant to such authority, to authorize and fix the terms and provisions of a
series of preferred stock and the number of shares constituting the series;

    NOW, THEREFORE, BE IT RESOLVED, that there is hereby authorized a series of
preferred stock on the terms and with the provisions herein set forth on Annex A
attached to this resolution.

                                                /s/ Shirley B. White
                                                --------------------
                                                Shirley B. White
                                                Assistant Secretary


ATTEST:

/s/ Vincent D. Kelly
----------------------
Vincent D. Kelly
Chief Financial Officer


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                                                                         ANNEX A


                      SERIES A CONVERTIBLE PREFERRED STOCK

    The powers, designations, preferences and relative, participating, optional
or other rights of the Series A Convertible Preferred Stock of Metrocall, Inc.
(the "Corporation") are as follows:


        1.  DESIGNATION AND AMOUNT.

    This series of preferred stock shall be designated as "Series A Convertible
Preferred Stock," and shall have $0.01 par value per share. The number of
authorized shares constituting this series shall be 810,000 shares. Shares of
the Series A Convertible Preferred Stock shall have a stated value of $250 per
share (the "Stated Value").


        2.  DIVIDENDS.

    (a) Right to Receive Dividends. Holders of the Series A Convertible
Preferred Stock shall be entitled to receive, when and as declared by the Board
of Directors of the Corporation (the "Board of Directors"), to the extent
permitted by the General Corporation Law of the State of Delaware, cumulative
dividends at the rate, in the form, at the times and in the manner set forth in
this Section 2. Such dividends shall accrue on any given share from the day of
issuance of such share and shall accrue from day to day whether or not earned or
declared.

    (b) Form of Dividend. Except as provided in Section 9(b), any dividend
payment made with respect to the Series A Convertible Preferred Stock may be
made, at the sole discretion of the Board of Directors, in cash out of funds
legally available for such purpose or by issuing the number of shares of Series
A Convertible Preferred Stock equal to the amount of the dividend divided by the
Stated Value. Any such dividend payment may be made, in the sole discretion of
the Board of Directors, partially in cash and partially in shares of Series A
Convertible Preferred Stock determined in accordance with the preceding formula;
provided, that, in the event that any such dividend payment is made partially in
cash and partially in shares of Series A Convertible Preferred Stock, each
holder of Series A Convertible Preferred Stock shall receive a ratable amount of
cash and Series A Convertible Preferred Stock that is proportionate to the
amount of Series A Convertible Preferred Stock held by such holder on which such
dividend is paid. All shares of Series A Convertible Preferred Stock issued as a
dividend shall be fully paid and nonassessable.

    (c) Dividend Rate. The dividend rate on the Series A Convertible Preferred
Stock shall be 14% of the Stated Value per share per annum; provided, that, upon
the occurrence and during the continuance of any Triggering Event (as defined in
Section 8 hereof), the dividend rate on the Series A Convertible Preferred Stock
shall be 16% of the Stated Value per share per annum (such rate, as applicable,
the "Dividend Rate").

    (d) Payment of Dividends. Dividends shall be payable in arrears, when and as
declared by the Board of Directors, on May 15 and November 15 of each year,
commencing May 15, 1997 (each such semiannual payment date a "Dividend Payment
Date"), except that if any such date is a Saturday, Sunday or legal holiday then
such dividend shall be payable on the first immediately succeeding calendar day
which is not a Saturday, Sunday or legal holiday. Dividends shall accrue on each
share of Series A Convertible Preferred Stock from the date of issuance of such
share which, in the case of the initial issuance of Series A Preferred Stock,
shall be from November 15, 1996 (the "Issuance Date"), and, after payment of a
dividend as required hereunder, from and after each Dividend Payment Date based
on the number of days elapsed and a 365-day year. The dividend payable on the
first Dividend Payment Date with respect to any share of Series A Convertible
Preferred Stock shall be the pro rata portion of the Dividend Rate based upon
the number of days from and including the Issuance Date, up to and including
such first Dividend Payment Date and a 365-day year. Each dividend shall be paid
to the holders of record of shares of the Series A Convertible Preferred Stock
as they appear on the books of the Corporation on such record date, not more
than 45 days nor fewer than 10 days preceding the respective Dividend Payment
Date, as shall be fixed by the Board of Directors.




                                       11
<PAGE>   12


    (e) Dividend Preference. Dividends on the Series A Convertible Preferred
Stock shall be payable before any dividends or distributions or other payments
shall be paid or set aside for payment upon the common stock, par value $0.01
per share, of the Corporation (the "Common Stock"), the variable common rights
("VCRs") issued pursuant to the Variable Common Rights Agreement dated November
15, 1996 between the Corporation and First Union National Bank of Virginia as
Rights Agent, or any other stock ranking on liquidation or as to dividends or
distributions junior to the Series A Convertible Preferred Stock (any such stock
or VCRs, together with the Common Stock, being referred to hereinafter as
"Junior Stock"), other than a dividend, distribution or payment paid solely in
shares of Common Stock or other Junior Stock that is not Redeemable Stock. If at
any time dividends on the outstanding Series A Convertible Preferred Stock at
the rate set forth herein shall not have been paid or declared and set apart for
payment with respect to all preceding and current periods, the amount of the
deficiency shall be fully paid or declared and set apart for payment, before any
dividend, distribution or payment shall be declared or paid upon or set apart
for the shares of any other class or series of stock of the Corporation, other
than a dividend, distribution or payment paid solely in shares of Common Stock
or other Junior Stock that is not Redeemable Stock. The term "Redeemable Stock"
shall mean any equity security that by its terms or otherwise is required to be
redeemed for cash on or prior to the Final Redemption Date (as defined in
Section 7) or is redeemable for cash at the option of the holder thereof at any
time prior to the Final Redemption Date.

    If there shall be outstanding shares of any Parity Securities, no full
dividends shall be declared or paid or set apart for payment on any such Parity
Securities for any period unless full cumulative dividends have been or
contemporaneously are declared and paid or declared and a sum or additional
shares of Series A Convertible Preferred Stock as permitted hereunder sufficient
for the payment thereof set apart for such payment on the Series A Convertible
Preferred Stock for all dividend periods terminating on or prior to the date of
payment of such dividends; provided that in no event shall any dividends be
declared or paid in cash on Parity Securities unless dividends in cash of not
less than a ratable amount are declared and paid on Series A Convertible
Preferred Stock. The term "Parity Securities" shall mean any class or series of
capital stock which is entitled to share ratably with the Series A Convertible
Preferred Stock in the payment of dividends, including accumulations, if any,
and, in the event that the amounts payable thereon on liquidation are not paid
in full, are entitled to share ratably with the Series A Convertible Preferred
Stock in any distribution of assets; provided that Parity Securities shall not
include any shares of Series A Convertible Preferred Stock issued as dividends
pursuant to this Section 2.

    If dividends on the Series A Convertible Preferred Stock and on any other
series of Parity Securities are in arrears, in making any dividend payment on
account of such arrears, the Corporation shall make payments ratably (and
ratably as to cash, in-kind or other payments) upon all outstanding shares of
the Series A Convertible Preferred Stock and shares of such other Parity
Securities in proportion to the respective amounts of dividends in arrears on
the Series A Convertible Preferred Stock and on such other series of Parity
Securities to the date of such dividend payment.


        3.  LIQUIDATION PREFERENCE.

    In the event of any bankruptcy, liquidation, dissolution or winding up of
the Corporation, either voluntary or involuntary, each holder of Series A
Convertible Preferred Stock at the time thereof shall be entitled to receive,
prior and in preference to any distribution of any of the assets or funds of the
Corporation to the holders of the Common Stock or other Junior Stock by reason
of their ownership of such stock, an amount per share of Series A Convertible
Preferred Stock equal to the Stated Value plus any accrued and unpaid dividends
to the date of liquidation. If the assets and funds legally available for
distribution among the holders of Series A Convertible Preferred Stock shall be
insufficient to permit the payment to the holders of the full aforesaid
preferential amount, then the assets and funds shall be distributed ratably
among holders of Series A Convertible Preferred Stock in proportion to the
number of shares of Series A Convertible Preferred Stock owned by each holder.
If the assets and funds of the Corporation available for distribution to
stockholders upon any bankruptcy, liquidation, dissolution or winding up of the
affairs of the Corporation, whether voluntary or involuntary, shall be
insufficient to permit the payment to holders of the full aforesaid preferential
amount and there shall be any outstanding shares of Parity Securities, the
holders of Series A Convertible Preferred Stock and the holders of such other
Parity Securities shall share ratably (and ratably as to cash or other
distributions) in any distribution of assets of the Corporation in proportion to
the full respective preferential amounts to which they are entitled.


        4.  VOTING RIGHTS.



                                       12
<PAGE>   13

    In addition to any voting rights provided elsewhere herein or in the
Corporation's Amended and Restated Certificate of Incorporation, as it may be
amended or restated from time to time (the "Certificate of Incorporation"), and
any voting rights provided by law, the holders of shares of Series A Convertible
Preferred Stock shall have the following voting rights:

                  (a)    Election of Directors

    (i) Subject to the terms hereof, the holders of the Series A Convertible
Preferred Stock shall have the right to elect two directors (in addition to the
directors elected by holders of Common Stock or any other capital stock of the
Corporation). Such directors shall be elected as follows:

        (A) The holder or holders of a majority of shares of the sub-series
    consisting of the Accreted Number of Shares held by the purchaser of the
    largest number shares as designated on Exhibit A of the Unit Purchase
    Agreement dated as of November 15, 1996, among the Corporation and the other
    parties thereto (the "Unit Purchase Agreement") and the direct or indirect
    transferees of such purchaser (collectively, the "Largest Initial Holder")
    shall, so long as such shares are outstanding, have the right to vote as a
    single class based on the number of shares of Series A Convertible Preferred
    Stock held by each holder, to elect one director. The term "Accreted Number
    of Shares" shall mean the number of shares of Series A Convertible Preferred
    Stock issued to a holder on the Issuance Date plus the number of shares of
    Series A Convertible Preferred Stock paid as dividends in respect of such
    shares (including dividends on dividend shares).

        (B) The holder or holders of a majority of shares of the sub-series
    consisting of the Accreted Number of Shares issued to the other two
    purchasers as designated on Exhibit A of the Unit Purchase Agreement, and
    the direct or indirect transferees of such purchasers (collectively, the
    "Designated Holders") shall, so long as such shares are outstanding, have
    the right to vote as a single class based on the shares of Series A
    Convertible Preferred Stock held by each Designated Holder, to elect one
    director.

    (ii) Any director elected by the holders of shares of Series A Convertible
Preferred Stock, including any director elected pursuant to Section 4(a)(iii)
hereof, shall be referred to herein as a "Series A Preferred Director." The
initial terms of the two directors to be appointed pursuant to Section 4(a)(i)
will commence upon their election by the Series A Convertible Preferred Stock
and shall expire at the 1999 annual meeting of stockholders of the Corporation.
Upon expiration of the initial terms of such Series A Preferred Directors, so
long as the Series A Convertible Preferred Stock is outstanding, the holders of
the Series A Convertible Preferred Stock shall have the right to elect two
Series A Preferred Directors to replace such directors in the same manner
described above in Section 4(a)(i). A Series A Preferred Director so elected
shall hold office for a term expiring at the annual meeting of stockholders in
the third year following the election of such director; provided that upon any
termination of the right of the applicable holders of Series A Convertible
Preferred Stock to designate or vote for a Series A Preferred Director, the term
of office of such director shall terminate. Notwithstanding the foregoing, a
Series A Preferred Director elected under Section 4(a)(i) shall serve until such
Series A Preferred Director's successor is duly elected and qualified or until
such director's earlier removal as provided in Section 4(a)(iv) or death or
resignation and, in the event a vacancy occurs, a replacement Series A Preferred
Director shall be selected as provided in Section 4(a)(i).

    (iii) So long as the Series A Convertible Preferred Stock is outstanding, if
a Triggering Event (as defined in Section 8 hereof) has occurred and is
continuing, the holders of shares of Series A Convertible Preferred Stock (who
will have one vote for each share held) shall have the right, voting as a single
class, to elect an additional number of Series A Preferred Directors equal to
such number of additional directors as will make the ratio of the number of
directors elected by the holders of the Series A Convertible Preferred Stock to
the number of all directors of the Corporation equal or exceed 4:10. Each Series
A Preferred Director selected pursuant to this Section 4 (a)(iii) shall serve
indefinitely until such director's removal as provided in Section 4(a)(iv) or
death or resignation and, in the event a vacancy occurs, a replacement Series A
Preferred Director shall be selected as provided in this Section 4(a)(iii). At
such time as the Triggering Event that enabled the holders of Series A
Convertible Preferred Stock to elect additional Series A Preferred Directors no
longer exists, and no other Triggering Event has occurred and is continuing, the
Series A Preferred Directors appointed pursuant to this Section 4(a)(iii) shall
resign and the right of the holders of Series A Convertible Preferred Stock
under this Section 4(a)(iii) to appoint Series A Preferred Directors shall lapse
unless and until another Triggering Event occurs.

    (iv) Except as provided in Section 4(a)(vi), a Series A Preferred Director
may be removed by, and shall not be removed except by,



                                       13
<PAGE>   14

the vote of the holders of record of a majority of the outstanding shares of
Series A Convertible Preferred Stock, voting together as a single class, except
that any Series A Preferred Director referred to in Section 4(a)(i) shall be
removed only by the holder or holders of Series A Convertible Preferred Stock
entitled to designate such director as provided therein.

    (v) The Corporation shall at all times reserve and keep available a
sufficient number of vacant seats on the Board of Directors solely for the
purpose of enabling the holders of the Series A Convertible Preferred Stock to
designate Series A Preferred Directors as provided in this Section 4(a) and, if
at any time the number of vacant seats shall not be sufficient, the Corporation
will take such corporate action as shall be necessary to increase the authorized
number of board seats for this purpose.

    (vi) Notwithstanding anything herein to the contrary, a majority of the
Board of Directors of the Corporation (excluding all Series A Preferred
Directors) may remove any Series A Preferred Director that is an officer,
director, or employee or holder of 10% or more of the voting securities of any
entity engaged directly or indirectly in the paging business and, upon delivery
of written notice by the Corporation to such Series A Preferred Director, such
Series A Preferred Director shall resign and the holders of Series A Convertible
Preferred Stock entitled to designate or vote for such Series A Preferred
Director shall be entitled to designate or vote for a replacement Series A
Preferred Director; provided, however, that in no event shall this Section
4(a)(vi) apply to any Series A Preferred Director that is an officer, director,
or employee of any of the initial purchasers of the Series A Convertible
Preferred Shares pursuant to the Unit Purchase Agreement;


                  (b)    Certain Corporate Actions.

    (i) So long as the Series A Convertible Preferred Stock is outstanding, the
Corporation shall not, without first obtaining the affirmative vote or written
consent of the holders of not less than 75% of the then outstanding shares of
Series A Convertible Preferred Stock, voting as a single class:

        (A) amend, repeal, modify or supplement any provision of the Certificate
    of Incorporation, the Fourth Amended and Restated Bylaws of the Corporation,
    as in effect on November 15, 1996, or any successor bylaws or this
    Certificate of Designation, Number, Powers, Preferences and Relative,
    Participating, Optional and Other Rights of Series A Convertible Preferred
    Stock ("Certificate of Designation"), if such amendment, repeal,
    modification or supplement in any way adversely affects the powers,
    designations, preferences or other rights of the Series A Convertible
    Preferred Stock;

        (B) authorize or effect, in a single transaction or through a series of
    related transactions, (1) a liquidation, winding up or dissolution of the
    Corporation or adoption of any plan for the same; or (2) any direct or
    indirect purchase or other acquisition by the Corporation of any capital
    stock (other than the Series A Convertible Preferred Stock) of the
    Corporation held by any person or entity or group (as that term is used in
    Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) of
    persons or entities (in each case, a "Beneficial Owner"), which Beneficial
    Owner is the beneficial owner (by voting power or otherwise) of five percent
    (5%) or more of the securities of the Corporation ordinarily having the
    right to vote in the election of directors;

        (c) declare or pay or set aside for payment any dividend or distribution
    or other payment (other than a dividend or distribution paid solely in
    shares of Common Stock or other Junior Stock that is not Redeemable Stock)
    upon the Common Stock, upon the VCRs or upon any other Junior Stock, nor
    redeem, purchase or otherwise acquire any Common Stock, VCRs or other Junior
    Stock for any consideration (or pay or make available any moneys, whether by
    means of a sinking fund or otherwise, for the redemption of or other
    distribution or payment with respect to any shares of any Common Stock, VCRs
    or other Junior Stock), except by conversion or exchange of Common Stock,
    VCRs, or other Junior Stock for such stock that is not Redeemable Stock.

        (D) authorize or permit the Corporation or any subsidiary of the
    Corporation, (i) to issue any shares of Series A Convertible Preferred Stock
    except on the Issuance Date or in payment of dividends as provided in
    Section 2 above; or (ii) to issue any Parity Securities.

        (ii) So long as the Series A Convertible Preferred Stock is outstanding,
    the Corporation shall not, without first obtaining the affirmative vote or
    written consent of the holders of a majority of the then outstanding shares
    of Series A Convertible Preferred Stock,



                                       14
<PAGE>   15

    voting as a single class:

        (A) authorize or effect in a single transaction or through a series of
    related transactions (whether by purchase, lease, exchange, issuance of
    stock or other equity or debt security, merger, reorganization or any other
    method, other than transactions that would constitute a Sale of the Company
    (as defined below)), any acquisition by, merger or other transaction
    between, the Corporation or any of its Subsidiaries and any other Person,
    which Person shall then become consolidated or otherwise combined with the
    Corporation or any such Subsidiary in accordance with generally accepted
    accounting principles ("GAAP"), including but not limited to, any
    acquisition by the Corporation or any of its Subsidiaries of all or any
    substantial part of the assets of any other Person, if the aggregate
    consideration (including cash, the fair market value of any securities or
    other property, and all Debt assumed by the Corporation or any of its
    subsidiaries after giving effect to such transaction) paid or otherwise
    assumed or incurred in such transaction exceeds 50% of the Corporation's
    total market capitalization (comprised of outstanding debt, and the value of
    all outstanding equity securities) immediately prior to such transaction.
    The foregoing provisions shall not apply to the merger of A+ Network, Inc.
    with and into the Corporation; a merger of a wholly-owned subsidiary of the
    Corporation with and into the Corporation in which the Corporation is the
    surviving entity so long as the subsidiary was a subsidiary of the
    Corporation on November 15, 1996, has not merged or consolidated with
    another entity after November 15, 1996 and the Corporation is the surviving
    corporation; the merger of A+ Network of Shreveport, Inc. with and into the
    Corporation; or a merger between one subsidiary of the Corporation with and
    into another subsidiary of the Corporation; or

        (B) authorize or effect any Sale of the Company in a single transaction
    or through a series of related transactions, unless the Corporation shall,
    concurrently with the consummation of any Sale of the Company, redeem all
    outstanding shares of the Series A Convertible Preferred Stock pursuant to
    Section 6(a), except for shares held by holders that have elected to
    exercise the conversion rights provided for under Section 5(h). For purposes
    hereof, "Sale of the Company" means (A) any sale, lease, exchange or other
    transfer (in one transaction or a series of related transactions) of all, or
    substantially all, the assets of the Corporation (other than to one or more
    wholly owned subsidiaries of the Corporation); (B) the merger or
    consolidation of the Corporation with or into another corporation where such
    other corporation is the surviving corporation or (c) the merger or
    consolidation of another corporation with and into the Corporation, with the
    Corporation as the surviving corporation, with the effect that immediately
    after such transaction any Beneficial Owner shall have become the beneficial
    owner of securities of the surviving corporation of such merger or
    consolidation representing a majority of the combined voting power of the
    outstanding securities of the surviving corporation ordinarily having the
    right to vote in the election of directors.

    (c) Means of Voting. The rights of the holders of Series A Convertible
Preferred Stock under this Section 4 may be exercised (i) with respect to the
election of the Series A Preferred Directors pursuant to Section 4(a), at a
meeting of the holders of the Series A Convertible Preferred Stock or by written
consents executed by the holders entitled to vote therefor and delivered to the
Secretary or Assistant Secretary of the Corporation; (ii) at any meeting of
stockholders of the Corporation for the election of directors; (iii) at a
meeting of the holders of shares of such Series A Convertible Preferred Stock,
called for the purpose by the Corporation or by the holders of record of 25% or
more of the outstanding shares of the Series A Convertible Preferred Stock,
pursuant to requests delivered in writing to the Secretary or Assistant
Secretary of the Corporation; or (iv) by written consent signed by the holders
of the requisite percentage of the then outstanding shares of the Series A
Convertible Preferred Stock, delivered to the Secretary or Assistant Secretary
of the Corporation, it being understood that a Series A Preferred Director
selected pursuant to Section 4(a)(i) may be designated by a written consent
executed by holders of a majority of the applicable sub-series of Series A
Convertible Preferred Stock referred to in Section 4(a)(i)(A) or Section
4(a)(i)(B), as the case may be. Except to the extent otherwise provided herein
or to the extent that holders of 75% of the Series A Convertible Preferred Stock
decide otherwise, any meeting of the holders of Series A Convertible Preferred
Stock shall be conducted in accordance with the provisions of the By-Laws of the
Corporation applicable to meetings of stockholders. In the event of a conflict
or inconsistency between the By-Laws of the Corporation and any term of this
Certificate of Designation, including, but not limited to this Section 4, the
terms of this Certificate of Designation shall prevail.


        5.  CONVERSION

    Shares of Series A Convertible Preferred Stock may be converted into shares
of Common Stock, on the terms and conditions set forth in this Section 5.




                                       15
<PAGE>   16


    (a) Optional Conversion. Commencing on November 15, 2001 (except as to any
shares which shall have been called for redemption), and if the Conversion Price
determined in accordance with Section 5(c) below is equal to or greater than the
book value per share (the "Book Value") of the Common Stock determined in
accordance with GAAP as of the end of the most recent fiscal quarter for which
the Corporation has filed reports with the Securities and Exchange Commission
("SEC") (the "Book Value Requirement"), each holder (or group of affiliated
holders under common control) of shares of Series A Convertible Preferred Stock
may, upon 30 days' notice to the Corporation, convert all, but not less than
all, such shares held by such holder and its affiliated holders under common
control into the number of shares of Common Stock determined by dividing (x) the
Stated Value multiplied by the number of shares surrendered for conversion plus
any accrued but unpaid dividends on such shares, by (y) the Conversion Price on
the date of conversion determined in accordance with Section 5(c) below.
Notwithstanding the foregoing, shares of the Series A Convertible Preferred
Stock may be converted into Common Stock at the Conversion Price even if such
Conversion Price is less than Book Value if such conversion would not violate
National Association of Securities Dealers ("NASD") Rule 4460(i)(1)(D)(ii) or
any successor provision and the holders of the Series A Convertible Preferred
Stock will have the right on a pro rata basis to convert less than all of their
shares (ratably or as otherwise agreed by such holders) at a Conversion Price
less than Book Value, provided, in either case, that the Corporation has
received an opinion of counsel reasonably satisfactory in form and substance to
the Corporation or assurances from Nasdaq to the effect that such conversion is
permitted by NASD rules;

    (b) Change of Control. (i) If a Change of Control occurs, then on any date
following such Change of Control that the Book Value Requirement is satisfied,
each holder of shares of Series A Convertible Preferred Stock may convert all,
but not less than all, such shares held by such holder into the number of fully
paid and nonassessable shares of Common Stock determined by dividing (x) the
Stated Value multiplied by the number of shares surrendered plus any accrued but
unpaid dividends on such shares by (y) the Conversion Price on the date of
conversion determined in accordance with Section 5(c) below. Notwithstanding the
foregoing, shares of the Series A Convertible Preferred Stock may be converted
into Common Stock even if the Conversion Price is less than Book Value if such
conversion would not violate NASD Rule 4460(i)(1)(D)(ii) or any successor
provision, and the holders of the Series A Convertible Preferred Stock will have
the right on a pro rata basis to convert less than all of their shares (ratably
or as otherwise agreed by such holders) at a Conversion Price less than Book
Value, provided, in either case, that the Corporation has received an opinion of
counsel reasonably satisfactory in form and substance to the Corporation or
assurances from Nasdaq to the effect that such conversion is permitted by NASD
rules.

    (ii) For the purposes of this Section 5(b) "Change of Control" means the
occurrence of one or more of the following events:

        (A) a Beneficial Owner shall have become the beneficial owner of a
    majority (by voting power or otherwise) of the securities of the Corporation
    ordinarily having the right to vote in the election of directors;

        (B) during any consecutive three-year period commencing on or after
    September 27, 1995, individuals who at the beginning of such period
    constituted the Board of Directors (together with any directors who are
    members of such Board of Directors on September 27, 1995, any Series A
    Preferred Director and any new directors whose election by such Board of
    Directors or whose nomination for election by the stockholders of the
    Corporation was approved by a vote of 66-% of the directors then still in
    office who were either directors at the beginning of such period or whose
    election or nomination for election was previously so approved) cease for
    any reason to constitute a majority of the Board of Directors then in
    office;

        (C) any sale, lease, exchange or other transfer (in one transaction or a
    series of related transactions) of all, or substantially all, the assets of
    the Corporation to any Beneficial Owner (other than any wholly owned
    subsidiary of the Corporation);

        (D) the merger or consolidation of the Corporation with or into another
    corporation or the merger of another corporation into the Corporation with
    the effect that immediately after such transaction any Beneficial Owner
    shall have become the beneficial owner of securities of the surviving
    corporation of such merger or consolidation representing a majority of the
    combined voting power of the outstanding securities of the surviving
    corporation ordinarily having the right to vote in the election of
    directors; or

        (E) the adoption of a plan leading to the liquidation or dissolution of
    the Corporation;

        provided, however, that none of the following, in itself, constitutes or
    will constitute a Change of Control within the meaning of this Paragraph:
    (1) prior to or under the merger of A+ Network, Inc. with and into the
    Corporation (the "A+ Merger"), the existence



                                       16
<PAGE>   17

    or termination of the Voting Agreement dated as of August 31, 1996 (the
    "Voting Agreement"), among the Corporation and the other parties thereto,
    (2) the beneficial ownership by the Stockholders (as such term is defined in
    the Voting Agreement), collectively, of a majority of the outstanding shares
    of Common Stock, (3) the sale or disposition of any securities of the
    Corporation by, or other decrease in the percentage ownership in any class
    of such securities of, any Stockholder or Stockholders, or (4) the purchase
    or acquisition of any securities of the Corporation by, or other increase in
    the percentage ownership in any class of such securities of, any Stockholder
    or Stockholders; provided further, however, that, notwithstanding the
    foregoing, (a) the beneficial ownership by any individual Stockholder, by
    the Metrocall Group, by the FirstPAGE Group (as such terms are defined in
    the Voting Agreement), or by any other group (as defined above) of which any
    Stockholder is a part, of a majority (by voting power or otherwise) of
    securities of the Corporation ordinarily having the right to vote in the
    election of directors, or (b) any transaction or event that constitutes a
    "Rule 13e-3 transaction" within the meaning of Rule 13e-3 (a) (3) of the SEC
    (or that would constitute such a Rule 13e-3 transaction if the person
    effecting such transaction was an affiliate of the Corporation within the
    meaning of such rule), shall nevertheless constitute a Change of Control for
    purposes hereof.

    (iii) References in this Section 5 to "Common Stock" shall include all stock
or other securities or property (including cash) into which Common Stock is
converted following any merger, reorganization or reclassification of the
capital stock of the Company.

    (c) Conversion Price. The Conversion Price per share, for any date, shall be
the average of the Closing Prices of the Common Stock of the Corporation for the
10 Trading Days prior to such date. For purposes of this Agreement:

        (i) the term "Closing Price," on any Trading Day, shall mean the last
    reported sale price, or in case no such sale takes place on such day, the
    average of the closing bid and asked prices, for the Common Stock.

        (ii) the term "Trading Day" shall mean (A) a day on which the Common
    Stock is traded on the principal stock exchange on which the Common Stock
    has been listed, or (B) if the Common Stock is not listed on any stock
    exchange, a day on which the Common Stock is traded in the over-the-counter
    market, as reported by the Nasdaq National Market System, or " if the Common
    Stock is not listed on any stock exchange or traded on the Nasdaq National
    Market System, a day on which the Common Stock is traded in the
    over-the-counter market as reported by the National Quotation Bureau
    Incorporated (or any similar organization or agency succeeding to its
    functions of reporting prices).

    (d) Common Stock. The Common Stock to be issued upon conversion hereunder
shall be fully paid and nonassessable.

    (e) Procedures for Conversion. (i) In order to convert shares of Series A
Convertible Preferred Stock into shares of Common Stock, the holder shall
surrender the certificate or certificates therefore, duly endorsed for transfer,
at any time during normal business hours, to the Corporation at its principal or
at such other office or agency then maintained by it for such purpose (the
"Payment Office"), accompanied (or preceded as required by Section 5(a)) by
written notice to the Corporation of such holder's election to convert and (if
so required by the Corporation or any conversion agent) by an instrument of
transfer, in form reasonably satisfactory to the Corporation and to any
conversion agent, duly executed by the registered holder or by his duly
authorized attorney, and required pursuant to Section 5(e)(iii). As promptly as
practicable after the surrender for conversion of any share of the Series A
Convertible Preferred Stock in the manner provided in the preceding sentence,
and the payment in cash of any amount required by the provisions of Section
5(e)(iii), but in any event within three Trading Days of such surrender for
payment, the Corporation will deliver or cause to be delivered at the Payment
Office to or upon the written order of the holder of such shares, certificates
representing the number of full shares of Common Stock issuable upon such
conversion, issued in such name or names as such holder may direct. Such
conversion shall be deemed to have been made immediately prior to the close of
business on the date of such surrender of the shares in proper order for
conversion, and all rights of the holder of such share as a holder of such
shares shall cease at such time and the person or persons in whose name or names
the certificates for such shares of Common Stock are to be issued shall be
treated for all purposes as having become the record holder or holders thereof
at such time; provided, however, that any such surrender and payment 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 certificates for
such shares of Common Stock are to be issued as the record holder or holders
thereof for all purposes immediately prior to the close of business on the next
succeeding day on which such stock transfer books are opened and such conversion
shall be at the conversion price in effect at such time on such succeeding day.

    (ii) The Corporation shall not be required to issue fractional shares of
Common Stock upon conversion of shares of Series A Convertible Preferred Stock.
At the Corporation's discretion, in the event the Corporation determines not to
issue fractional shares, in lieu



                                       17
<PAGE>   18

of any fractional shares to which the holder would otherwise be entitled, the
Corporation shall pay cash equal to such fraction multiplied by the Conversion
Price.

    (iii) The issuance of certificates for shares of Common Stock upon
conversion shall be made without charge for any issue, stamp or other similar
tax in respect of such issuance. However, if any such certificate is to be
issued in a name other than that of the holder of record of the shares
converted, the person or persons requesting the issuance thereof shall pay to
the Corporation the amount of any tax which may be payable in respect of any
transfer involved in such issuance or shall establish to the satisfaction of the
Corporation that such tax has been paid or is not payable.

    (f) Reservation of Stock Issuable Upon Conversion. Subject to the limitation
set forth in the last sentence of this Section 5(f), the Corporation shall
reserve and keep available out of its authorized but unissued shares of Common
Stock, solely for the purpose of effecting the conversion of the shares of the
Series A Convertible Preferred Stock, 15,000,000 shares of Common Stock. If at
any time the number of authorized but unissued shares of Common Stock shall not
be sufficient to effect the conversion of all then outstanding shares of the
Series A Convertible Preferred Stock without regard to the Book Value
Requirement or whether the holders of Series A Convertible Preferred Stock are
then entitled to convert, the Corporation will take such corporate action as
may, in the opinion of its counsel, be necessary to increase its authorized but
unissued shares of Common Stock to such number of shares as shall be sufficient
for such purpose, including, without limitation, taking appropriate board
action, recommending such an increase to the holders of Common Stock, holding
shareholders meetings, soliciting votes and proxies in favor of such increase to
obtain the requisite stockholder approval and upon such approval, the
Corporation shall reserve and keep available such additional shares solely for
the purpose of effecting the conversion of the shares of the Series A
Convertible Preferred Stock. Prior to the earlier of (i) June 1, 1997 or (ii)
the approval by the stockholders of the Corporation of an increase in the number
of authorized shares of Common Stock as contemplated in the Unit Purchase
Agreement, the Corporation shall be in compliance with this Section 5(f) to the
extent that it reserves and keeps available out of its authorized but unissued
shares of Common Stock, solely for the purpose of effecting the conversion of
the shares of the Series A Convertible Preferred Stock, 500,000 shares of Common
Stock.

    (g) Notices. Any notice required by the provisions of this Section to be
given to the holders of shares of Series A Convertible Preferred Stock shall be
deemed given five days after such notice is deposited in the United States mail,
postage prepaid, and addressed to each holder of record at its address appearing
on the books of the Corporation.


                  (h)    Reorganization, Merger or Sale of the Company.

        (i) Notwithstanding any other provision hereof, in case of (A) any
    reorganization or any reclassification of the capital stock of the
    Corporation or (B) any Sale of the Company prior to November 15, 1999, if
    such transaction does not constitute a liquidation, dissolution or winding
    up as provided in Section 3, then, at the election of each holder of Series
    A Convertible Preferred Stock, concurrently with the consummation of such
    reorganization, reclassification or Sale of the Company, provision shall be
    made so that each share of Series A Convertible Preferred Stock shall
    thereafter be convertible into the number of shares of stock or other
    securities or property (including cash) to which a holder of the number of
    shares of Common Stock deliverable upon conversion of such share of Series A
    Convertible Preferred Stock would have been entitled assuming conversion on
    the Trading Day immediately prior to the initial announcement of the
    transaction or a proposed transaction that ultimately resulted in the
    transaction. For purposes of the preceding sentence only, the Conversion
    Price shall be the average of the Closing Prices of the Common Stock for the
    15 Trading Days prior to the date of such announcement. In any case,
    appropriate adjustment (as determined by the Board of Directors) shall be
    made in the application of the provisions herein set forth with respect to
    the rights and interests thereafter of the holders of the Series A
    Convertible Preferred Stock, to the end that the provisions set forth herein
    shall thereafter be applicable, as nearly as equivalent as is practicable,
    in relation to any shares of stock or the securities or property (including
    cash) thereafter deliverable upon the conversion of the shares of Series A
    Convertible Preferred Stock.

        (ii) After the Company has determined to enter into a transaction
    described in Section 5(h)(i)(B), and publicly announces that the Company
    will enter into such transaction, the Company will provide written notice to
    each holder setting forth the material terms of the transaction, together
    with all relevant information regarding such transaction (such transaction a
    "5(h)(i)(B) Transaction"). If the Company requests in writing that each
    holder elect whether or not to convert its Series A Convertible Preferred
    Stock as described



                                       18
<PAGE>   19

    above, then, such holder shall have 14 days from the later of the receipt of
    such information or such written request within which to notify the Company
    in writing of its election to convert its Series A Convertible Preferred
    Stock as described above, and the failure to provide such notice shall be
    deemed to constitute such holder's election not to so convert in connection
    with such 5(h)(i)(B) Transaction. Assuming that the 5(h)(i)(B) Transaction
    is consummated on the terms set forth in such information provided by the
    Company, such election shall be binding on such holder.

        (iii) In case of any merger, consolidation, reclassification or other
    similar reorganization, to the extent the Corporation is not the surviving
    entity, and the Corporation or the holders do not otherwise redeem or
    convert all outstanding shares of Series A Convertible Stock, the Series A
    Convertible Preferred Stock shall be converted into or exchanged for and
    shall become shares of the surviving corporation having, in respect of the
    surviving corporation, substantially the same powers, preferences and
    relative participating, optional or other special rights, and the
    qualifications, limitations or restrictions thereon, that the Series A
    Convertible Preferred Stock had immediately prior to such transaction.


        6.  OPTIONAL REDEMPTION

    (a)    Redemption Price. The Corporation, at its sole option, may redeem
shares of the Series A Convertible Preferred Stock on or after November 15,
1999, in whole or (except for redemptions pursuant to Section 6(a)(iv)) in part
(subject to Section 6(b)), for cash, at any time or from time to time, for a
redemption price per share equal to the sum of the Stated Value, any accrued and
unpaid dividends on such shares, and the Make Whole Payment, if any; provided,
that the Corporation may redeem all the shares of the Series A Convertible
Preferred Stock prior to November 15, 1999 on the date on which the Corporation
consummates a Sale of the Company to the extent permitted under Section
6(a)(iv), and provided further that the Corporation may not redeem or call for
redemption any shares of Series A Convertible Preferred Stock from and including
November 15, 2001 through January 15, 2002 and shall not thereafter be entitled
to call for redemption any shares of Series A Convertible Preferred Stock with
respect to which notice of conversion has been given pursuant to Section 5(a) of
this Certificate of Designation. The "Make Whole Payment" per share shall be
equal to:


                           (i)      on and after November 15, 2001, zero;

        (ii) on and after November 15, 2000 but prior to November 15, 2001, an
    amount equal to the excess, if any, of (1) an amount sufficient to provide a
    Unit (as defined in the Unit Purchase Agreement) a 20% cash-on-cash internal
    rate of return, over (2) the sum of (x) the aggregate Stated Value of the
    Series A Convertible Preferred Stock included in such Unit plus all Series A
    Convertible Preferred Stock received as a dividend on such Series A
    Convertible Preferred Stock (including dividends on such dividends) plus (y)
    the excess, if any, of the aggregate market value of the number of shares of
    Common Stock represented by a Warrant (as defined in the Unit Purchase
    Agreement) (such market value to be the average Closing Price of the Common
    Stock for the 10 Trading Days prior to the date of notice of redemption),
    over the Exercise Price (as defined in the Unit Purchase Agreement) with
    respect to the shares of Common Stock represented by such Warrant;

        (iii) on and after November 15, 1999 but prior to November 15, 2000, the
    amount which represents the excess, if any, of (1) an amount sufficient to
    provide a Unit a 25% cash-on-cash internal rate of return, over (2) the sum
    of (x) the aggregate Stated Value of the Series A Convertible Preferred
    Stock included in such Unit plus all Series A Convertible Preferred Stock
    received as a dividend on such Series A Convertible Preferred Stock
    (including dividends on such dividends) plus (y) the excess, if any, of the
    aggregate market value of the number of shares of Common Stock represented
    by a Warrant (such market value to be the average Closing Price of the
    Common Stock for the 10 Trading Days prior to the date of notice of
    redemption), over the Exercise Price with respect to the shares of Common
    Stock represented by such Warrant; or

        (iv) prior to November 15, 1999, in the event that the Corporation
    consummates a Sale of the Company and to the extent that the holders of the
    Series A Convertible Preferred Shares do not exercise their conversion right
    under Section 5(h), an amount equal to the excess, if any, of (1) an amount
    sufficient to provide a Unit a 30% cash-on-cash internal rate of return,
    over (2) the sum of (x) the aggregate Stated Value of the Series A
    Convertible Preferred Stock included in such Unit plus all Series A
    Convertible Preferred Stock received as a dividend on such Series A
    Convertible Preferred Stock (including dividends on such dividends) plus (y)
    the excess, if any,




                                       19
<PAGE>   20

    of the aggregate market value of the number of shares of Common Stock
    represented by a Warrant (such market value to be the average Closing Price
    of the Common Stock for the 10 Trading Days prior to the date of
    consummation of the Sale of the Company), over the Exercise Price with
    respect to the shares of Common Stock represented by such Warrant; provided,
    that in the event such Sale of the Company is consummated before November
    15, 1997, the Make Whole Payment shall be calculated so that the holders
    receive an amount sufficient to provide a Unit a 30% cash-on-cash internal
    rate of return through November 15, 1997 without giving any value to the
    Warrants or any Common Stock represented by Warrants and without any
    reduction or discount as of the result of the fact that the holders receive
    redemption proceeds prior to November 15, 1997.

    (b) Selection of Shares to be Redeemed. Any partial redemption of Series A
Convertible Preferred Stock shall be for that number of shares having an
aggregate Stated Value of $5 million or such greater amount that is an integral
multiple of $1 million. In the event that fewer than all of the outstanding
shares of the Series A Convertible Preferred Stock are to be called for
redemption, the Series A Convertible Preferred Stock called for redemption shall
be redeemed ratably from each holder of Series A Convertible Preferred Stock
proportionate to the amount of Series A Convertible Preferred Stock held by each
holder.

    (c) Notice of Redemptions. Notice of redemptions shall be given by first
class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior
to the redemption date or, if such notice period is not feasible in connection
with a Sale of the Company, such notice period as is practicable in the
circumstances to each holder of record of the shares to be redeemed, at such
holder's address as the same appears on the books of the Corporation. Each such
notice shall state: (i) the redemption date; (ii) the number of shares of the
Series A Convertible Preferred Stock to be redeemed and, if fewer than all of
the shares held by such holder are to be redeemed, the number of such shares to
be redeemed from such holder; (iii) the formula for determination of the
redemption price; (iv) the place or places where certificates for such shares
are to be surrendered for payment of the redemption price; and (v) that
dividends on the shares to be redeemed will cease to accrue on the redemption
date.

    (d) Cessation of Dividends on Shares Redeemed. Notice having been mailed as
stated in subsection (c) above, from and after the close of business on the
redemption date (unless default shall be made by the Corporation in providing
money for the payment of the redemption price of the shares called for
redemption), dividends on the shares of the Series A Convertible Preferred Stock
redeemed shall cease to accrue, and said shares shall no longer be deemed to be
outstanding, and all rights of the holders thereof as stockholders of the
Corporation (except the right to receive from the Corporation the redemption
price) shall cease. Upon surrender in accordance with said notice of the
certificates for any shares so redeemed (properly endorsed or assigned for
transfer, if the Board of Directors of the Corporation shall so require and the
notice shall so state), such shares shall be redeemed by the Corporation at the
redemption price aforesaid. If fewer than all the shares represented by any such
certificate are redeemed, a new certificate shall be issued representing the
unredeemed shares without cost to the holder thereof.

    (e) Status of Redeemed Shares. Upon redemption, any shares of the Series A
Convertible Preferred Stock which have been so redeemed shall be retired and
thereafter have the status of authorized but unissued shares of preferred stock,
without designation as to series until such shares are once more designated as
part of a particular series by the Board of Directors or a duly authorized
committee thereof.


        7   MANDATORY REDEMPTION.

    On November 15, 2008 (the "Final Redemption Date"), the Corporation shall
redeem from any source of funds legally available therefor, in the manner
provided in Section 6 (c) above, all of the shares of the Series A Convertible
Preferred Stock then outstanding at a redemption price equal to the Stated Value
per share, plus, without duplication, an amount in cash equal to all accumulated
and unpaid dividends per share to the Final Redemption Date.


        8   TRIGGERING EVENTS.

    Any of the following actions or events shall constitute a "Triggering Event"
for purposes hereof:

    (a) Failure to Redeem. The Corporation shall fail to redeem (i) the Series A
Convertible Preferred Stock in accordance with Section 7 or (ii) any Series A
Convertible Preferred Stock called for redemption in accordance with Section 6.



                                       20
<PAGE>   21

    (b) Failure to Pay Dividends. The Corporation shall fail to pay any dividend
on any Series A Convertible Preferred Stock on any Dividend Payment Date in
accordance with Section 2 for any reason, including but not limited to, that
such payment is prohibited by applicable law or the Board of Directors elect not
to pay such dividend, or shall otherwise violate any term of Section 2 and such
failure shall not be cured within a period of 30 days after such Dividend
Payment Date or violation (which cure shall be effected in a manner ensuring the
holders the same yield as if such violation had not occurred).

    (c) Failure of Voting Rights. The Corporation shall enter into any
transaction or take any action required to be approved by any holders of Series
A Convertible Preferred Stock without obtaining the requisite approval of the
holders of the Series A Convertible Preferred Stock.

    (d) Failure of Stockholder Action. The stockholders of the Corporation shall
not have approved the amendment to the Certificate of Incorporation described in
Section 1.02 of the Unit Purchase Agreement by June 1, 1997.

    (e) Failure to Convert; Warrant Agreement. The Corporation shall (i) fail
for any reason to issue Common Stock as required under Section 5 upon the
request of any holder of Series A Convertible Preferred Stock as provided in
Section 5 or shall fail for any reason to comply with Section 5(f) or any other
term of Section 5 hereof or the Corporation; (ii) fail for any reason to issue
Common Stock as required under the Warrant Agreement dated as of November 15,
1996 between the Corporation and the Warrant Agent (as amended, the "Warrant
Agreement") upon exercise of any Warrant then held by any purchaser designated
in Exhibit A of the Unit Purchase Agreement (Purchasers") or any of their
respective affiliates; or (iii) so long as any Purchasers or any of their
respective affiliates hold Warrants, fail to make any anti-dilution adjustment
thereunder and such failure to make such adjustment shall continue for 30 days
after notice from any affected Purchaser.

    (f) Registration Rights Agreement. The Corporation shall fail in any
material respect to comply with the Registration Rights Agreement dated as of
November 15, 1996, as amended, among the Corporation, the Largest Initial
Holder, the Designated Holders and their permitted successors and assigns, and
such failure shall continue for a period of 30 days after notice from any such
holder.

    (g) Unit Purchase Agreement. The Corporation shall fail to comply with
Sections 1.01, 1.02, 1.03, 4.15 (first sentence only), 5.03, 8.01 or 8.05 of the
Unit Purchase Agreement and such failure shall continue for a period of 30 days
after notice from the Purchasers or the representations made under Sections 4.01
(first sentence only), 4.02, 4.03 or 4.04(a) of the Unit Purchase Agreement
shall prove to have been incorrect or misleading in any material respect when
made pursuant thereto or any other material representation made under the Unit
Purchase Agreement shall prove to have been incorrect or misleading in any
substantial material respect when made.

    (h) Limitation on Senior Securities. (i) The Corporation shall incur or
issue, or permit any subsidiary of the Corporation to incur or issue, any Senior
Securities, except that the Corporation or a subsidiary may incur or issue
Senior Securities if at the time of incurrance or issuance, the ratio of (A)
Senior Securities outstanding on such date to (B) Pro Forma Consolidated Cash
Flow for the most recently ended full fiscal quarter multiplied by four,
determined on a pro forma basis as if any such Senior Securities had been
incurred or issued and the proceeds thereof had been applied at the beginning of
such fiscal quarter, would be less than 7.0 to 1.0. Notwithstanding the
foregoing limitation, the Company may incur and, as applicable, may permit its
Subsidiaries to incur, Refinancing Debt.


                           (ii)     For purposes of this Section,

        (A) "Senior Securities" shall mean (i) all Debt, and (ii) the shares of
    any classes or series of capital stock which are senior to the Series A
    Convertible Preferred Stock in respect of the right to receive dividends or
    to participate in any distribution of assets other than by way of dividends
    or which are Redeemable Stock. For the purposes of determining any
    particular amount of Senior Securities described in Clause (ii) of the
    definition of Senior Securities, said amount shall be the greater of the
    market value or the minimum amount payable by the Corporation or any of its
    subsidiaries upon the redemption, purchase, or the retirement of such Senior
    Securities.

        (B) "Pro Forma Consolidated Cash Flow" shall mean for any period the
    Corporation's Consolidated Cash Flow for such period calculated on a pro
    forma basis to give effect to any Asset Disposition or acquisition of assets
    not in the ordinary course of business (including acquisitions by merger,
    consolidation or purchase of capital stock) during such period or thereafter
    as if such Asset Disposition or acquisition had taken place on the first day
    of such period.



                                       21
<PAGE>   22

        (C) "Consolidated Cash Flow" shall mean for any period the Corporation's
    Consolidated Net Income for such period plus (i) the Corporation's
    Consolidated Interest Expense for such period plus (ii) the consolidated
    income tax expense of the Corporation and its consolidated subsidiaries for
    such period, plus (iii) the consolidated depreciation and amortization
    expense included in the income statement of the Corporation and its
    consolidated subsidiaries for such period plus (iv) other non-cash charges
    reducing Consolidated Net Income for such period (excluding any such
    non-cash charge to the extent that it represents an accrual of or reserve
    for cash charges in any future period), minus (v) non-cash items increasing
    Consolidated Net Income for such period. Notwithstanding the foregoing, the
    provision for taxes on the income or profits of and the depreciation and
    amortization and other non-cash charges of any of the Corporation's
    consolidated subsidiaries shall be added to Consolidated Net Income to
    compute Consolidated Cash Flow only to the extent (and in the same
    proportion) that the net income of such subsidiary was included in
    calculating the Consolidated Net Income of the Corporation and only if and
    to the extent such subsidiary could have paid such amount at the date of
    determination as a dividend to the Corporation by such subsidiary without
    prior governmental approval (that has not been obtained), pursuant to the
    terms of its charter and all agreements, instruments, judgments, decrees,
    orders, statutes, rules and governmental regulations applicable to that
    subsidiary or its stockholders.

        (D) "Consolidated Net Income" shall mean for any period the net income
    (or loss) of the Corporation and its subsidiaries for such period,
    determined on a consolidated basis in accordance with GAAP; provided that
    there shall be excluded therefrom (i) the net income (but not the loss) of
    any subsidiary which is subject to restrictions which prevent the payment of
    dividends and the making of distributions (by loans, advances, intercompany
    transfers or otherwise) to the Corporation except to the extent of the
    amount of dividends or other distributions actually paid to the Corporation
    by such subsidiary without violation of any such restrictions, (ii) the net
    income (or loss) of any Person that is not a consolidated subsidiary of the
    Corporation except to the extent of the amount of dividends or other
    distributions actually paid to the Corporation by such Person during any
    period, (iii) any gain or loss on any Asset Disposition by the Corporation
    or any of its subsidiaries and (iv) any extraordinary gain or loss.

        (E) "Consolidated Interest Expense" shall mean for any period the
    consolidated interest expense included in a consolidated income statement
    (without deduction of interest income) of the Corporation and its
    consolidated subsidiaries for such period determined in accordance with
    GAAP, including without limitation or duplication (or, to the extent not so
    included, with the addition of), (i) the amortization of Debt discounts;
    (ii) any payments of fees with respect to letters of credit, bankers'
    acceptances or similar facilities; (iii) fees with respect to interest rate
    swap or similar agreements or foreign currency hedge, exchange or similar
    agreements, other than fees or charges related to the acquisition or
    termination thereof which are not allocable to interest expense in
    accordance with GAAP; and (iv) the interest component associated with
    capital lease obligations.

        (F) "Asset Disposition" shall mean any transfer, conveyance, sale, lease
    or other disposition by the Corporation or any of its subsidiaries
    (including a consolidation or merger or other sale of any such subsidiary
    with, into or to another Person in a transaction in which such subsidiary
    ceases to be a subsidiary, but excluding a disposition by a subsidiary of
    such Person to such Person or a wholly owned subsidiary of such Person or by
    such Person to a wholly owned subsidiary of such Person, and excluding the
    creation of a lien, pledge or security interest) of (i) shares of capital
    stock (other than directors' qualifying shares) or other ownership interests
    of a subsidiary of such Person, (ii) substantially all of the assets of such
    Person or any of its Subsidiaries representing a division or line of
    business or (iii) other assets or rights of such Person or any of its
    Subsidiaries outside of the ordinary course of business, in any case where
    the consideration received by such Person or a subsidiary of such Person or
    the fair market value of the assets subject to such disposition exceeds $1
    million.

        (G) "Debt" shall mean (without duplication), whether recourse is to all
    or a portion of the assets of the Corporation or any of its subsidiaries,
    and whether or not contingent, (i) every obligation of the Corporation or
    any of its subsidiaries for money borrowed, (ii) every obligation of the
    Corporation or any of its subsidiaries evidenced by bonds, debentures, notes
    or other similar instruments, (iii) every reimbursement obligation of the
    Corporation or any of its subsidiaries with respect to letters of credit,
    bankers' acceptances or similar facilities issued for the account of the
    Corporation or any of its subsidiaries, (iv) every obligation of the
    Corporation or any of its subsidiaries issued or assumed as the deferred
    purchase price of property or services (but excluding trade accounts payable
    or accrued liabilities arising in the ordinary course of business), (v)
    every capital lease obligation of the Corporation or any of its
    subsidiaries, (vi) Attributable Debt of the Corporation or any of its
    subsidiaries, (vii) the maximum fixed redemption or repurchase price of
    Redeemable Stock of the Corporation or any of its subsidiaries at the time
    of determination, (viii) every obligation of the Corporation or any of its


                                       22
<PAGE>   23

    subsidiaries secured by a lien on any asset of the Corporation or any of its
    subsidiaries (whether or not such obligation is assumed by the Corporation
    or any of its subsidiaries); provided, however, that, unless such Debt
    constitutes Debt of the referent Person pursuant to any other clause of this
    definition, the amount of such Debt shall be the lesser of (A) the fair
    market value of such asset and (B) the amount of such Debt, and (ix) every
    obligation of the type referred to in clauses (i) through (viii) of the
    Corporation or any of its subsidiaries and all dividends of the Corporation
    or any of its subsidiaries the payment of which, in either case, the
    Corporation has guaranteed or for which the Corporation is responsible or
    liable, directly or indirectly, as obligor, guarantor or otherwise and
    provided further that none of the following shall constitute Debt: (i)
    guarantees by subsidiaries of Debt under any bank credit facility incurred
    by the Corporation; (ii) Debt owed by the Corporation to any wholly owned
    subsidiary of the Corporation or owed by any wholly owned subsidiary of the
    Corporation to the Corporation or any other wholly owned subsidiary of the
    Corporation (but only so long as such Debt is held by the Corporation or
    such wholly owned subsidiary); (iii) debt arising from the honoring by a
    bank or other financial institution of a check, draft or similar instrument
    drawn against insufficient funds in the ordinary course of business,
    provided that such Debt is extinguished within two business days of its
    incurrence; and (iv) renewals of guarantees permitted by clause (i) above.

        For purposes of determining any particular amount of Debt under this
    covenant, guarantees of (or obligations with respect to letters of credit
    supporting) Debt otherwise included in the determination of such amount
    shall not also be included. For the purpose of determining compliance with
    this covenant, (A) in the event that an item of Debt meets the criteria of
    more than one of the types of Debt described in the above clauses, the
    Corporation, in its sole discretion, shall classify such item of Debt and
    only be required to include the amount and type of such Debt in one of such
    clauses; and (B) the amount of Debt issued at a price which is less than the
    principal amount thereof shall be equal to the amount of the liability in
    respect thereof determined in accordance with GAAP.

        (H) "Attributable Debt" in respect of a sale and leaseback transaction
    shall mean, at the time of determination the present value (discounted at
    the interest rate implicit in the lease, compounded semiannually) of the
    obligation of the lessee of the property subject to such sale and leaseback
    transaction for rental payments during the remaining term of the lease
    included in such transaction, including any period for which such lease has
    been extended or may, at the option of the lessor, be extended or until the
    earliest date on which the lessee may terminate such lease without penalty
    or upon payment of penalty (in which case the rental payments shall include
    such penalty), after excluding all amounts required to be paid on account of
    maintenance and repairs, insurance, taxes, assessments, water, utilities and
    similar charges.



                                       23
<PAGE>   24


        (I) "Person" shall mean an individual, partnership, corporation, trust,
    unincorporated organization or other business entity, and a government or
    agency or political subdivision thereof.

        (J) "Refinancing Debt" shall mean (i) any Debt of the Corporation that
    renews, refunds or extends any outstanding Debt of the Corporation or a
    subsidiary of the Corporation which Debt was incurred in compliance with
    this Certificate, and (ii) any Debt of a subsidiary of the Corporation that
    renews, refunds or extends any Debt of such Subsidiary which Debt was
    incurred in compliance with this Certificate of Designation in the case of
    both clauses (i) and (ii) in an amount not to exceed the outstanding
    principal amount of the Debt so refinanced plus the amount of any premium
    required to be paid in connection with such refinancing pursuant to the
    terms of the debt refinanced or the amount of any premium reasonably
    determined by the Corporation as necessary to accomplish such refinancing by
    means of a tender offer or privately negotiated repurchase, plus the
    expenses of the Corporation incurred in connection with such refinancing.

    (h) Cross-Acceleration. A default shall have occurred under any bonds,
debentures, notes or other evidences of indebtedness of the Corporation or any
subsidiary of the Corporation or under any mortgages, indentures or instruments
under which there may be issued or by which there may be secured or evidenced
any indebtedness by the Corporation or any subsidiary of the Corporation, in any
case with a principal amount of at least $5 million outstanding, and such
indebtedness already is due and payable in full or such default has resulted in
the acceleration of the maturity of such indebtedness.


                  (I)    Bankruptcy, etc.

        (i) The Corporation or any of its Subsidiaries (A) admits in writing its
    inability to pay its debts generally as they become due, (B) commences a
    voluntary case or proceeding under any bankruptcy law with respect to
    itself, (C) consents to the entry of a judgment, decree or order for relief
    against it in an involuntary case or proceeding under any bankruptcy law,
    (D) consents to the appointment of a custodian of it or for substantially
    all of its property, (E) consents to or acquiesces in the institution of a
    bankruptcy or an insolvency proceeding against it, (F) makes a general
    assignment for the benefit of its creditors, or (G) takes any corporate
    action to authorize or effect any of the foregoing;

        (ii) A court of competent jurisdiction enters a judgment, decree or
    order for relief in respect of the Corporation or any of its subsidiaries in
    an involuntary case or proceeding under any bankruptcy law, which shall (A)
    approve as properly filed a petition seeking reorganization, arrangement,
    adjustment or composition in respect of the Corporation or any of its
    subsidiaries, (B) appoint a custodian of the Corporation or any of its
    subsidiaries or for substantially all of its property or (C) order the
    winding-up or liquidation of its affairs; and such judgment, decree or order
    shall remain unstayed and in effect for a period of 60 consecutive days.


        9.  REMEDIES.

    (a) Upon the occurrence and during the continuance of any Triggering Event
(i) the Dividend Rate on all outstanding Series A Convertible Preferred Stock
shall be increased as provided in Section 2 without any action on the part of
any holder of the Series A Convertible Preferred Stock or the Corporation, and
(ii) the holders of a majority of the outstanding Series A Convertible Preferred
Stock shall be entitled to elect additional directors of the Corporation as
provided in Section 4(a)(iii).

    (b) In the event that a Triggering Event described in Section 8(d) shall
occur, and be continuing, all dividends on the Series A Convertible Preferred
Stock shall be paid in cash and not shares of Series A Convertible Preferred
Stock, to the extent but only to the extent, that such cash payments are
permitted under any applicable indenture or credit agreement to which the
Corporation is a party.

    (c) The Corporation stipulates that the remedies at law of each holder of
Series A Convertible Preferred Stock in the event of any Triggering Event or
threatened Triggering Event or otherwise or other failure in the performance of
or compliance with any of the terms hereof are not and will not be adequate and
that, to the fullest extent permitted by law, such terms may be specifically
enforced by a decree for the specific performance of any agreement contained
herein or by an injunction against a violation of any of the terms hereof or
otherwise without requiring any holder to post a bond or other security except
to the extent required by applicable law.



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<PAGE>   25

    (d) Any holder of Series A Convertible Preferred Stock shall be entitled to
recover from the Corporation the reasonable attorneys' fees and expenses
incurred by such holder in connection with any Triggering Event or enforcement
by such holder of any obligation of the Corporation hereunder.

    (e) No failure or delay on the part of any holder of Series A Convertible
Preferred Stock in exercising any right, power or remedy hereunder or under
applicable law or otherwise shall operate as a waiver thereof; nor shall any
single or partial exercise of any such right, power or remedy preclude any other
or further exercise thereof or the exercise of any other right, power or remedy
hereunder or thereunder. The remedies herein provided are cumulative and not
exclusive of any remedies provided by law or otherwise.


         10.      PREEMPTIVE RIGHTS.

    No shares of Series A Convertible Preferred Stock shall have any rights of
preemption whatsoever as to any securities of the Corporation, or any warrants,
rights or options issued or granted with respect thereto, regardless of how such
securities or such warrants, rights or options may be designated, issued or
granted.

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<PAGE>   26



           Exhibit 4.3(c)(ii) to Restated Certificate of Incorporation




                                       26
<PAGE>   27


                   CERTIFICATE OF DESIGNATION, NUMBER, POWERS
                    PREFERENCES AND RELATIVE, PARTICIPATING,
                          OPTIONAL AND OTHER RIGHTS OF
                  SERIES E JUNIOR PARTICIPATING PREFERRED STOCK
                                       OF
                                 METROCALL, INC.

    Metrocall, Inc. (the "Corporation"), a corporation organized and existing
under the General Corporation Law of the State of Delaware, hereby certifies
that, pursuant to the provisions of Section 151 of the General Corporation Law
of the State of Delaware, its Board of Directors, adopted the following
resolution at a meeting on February 18, 2000.

    WHEREAS, the Board of Directors of the Corporation is authorized by the
Restated Certificate of Incorporation, as amended, to issue up to 1,000,000
shares of preferred stock in one or more classes or series and, in connection
with the creation of any class or series, to fix by the resolutions providing
for the issuance of shares the designation, number, powers, preferences and
relative, participating, optional and other rights of the class or series and
the qualifications, limitations or restrictions thereof; and

    WHEREAS, it is the desire of the Board of Directors of the Corporation,
pursuant to such authority, to authorize and fix the terms and provisions of a
series of preferred stock and the number of shares constituting the series;

    NOW, THEREFORE, BE IT RESOLVED, that there is hereby authorized a series of
preferred stock on the terms and with the provisions herein set forth on Annex A
attached to this resolution.



                                                  /s/ Shirley B. White
                                                  ---------------------
                                                  Shirley B. White
                                                  Assistant Secretary

ATTEST:

/s/ Vincent D. Kelly
---------------------
Vincent D. Kelly
Chief Financial Officer




                                       27
<PAGE>   28




                                                                         ANNEX A


                  SERIES E JUNIOR PARTICIPATING PREFERRED STOCK

    The designation, number, powers, preferences and relative, participating,
optional and other rights of the Series E Junior Participating Preferred Stock
of Metrocall, Inc. (the "Corporation") are as follows:


SECTION 1.        DESIGNATION AND AMOUNT.

    This series of preferred stock shall be designated as "Series E Junior
Participating Preferred Stock," and shall have $0.01 par value per share. The
number of authorized shares constituting this series shall be 100,000 shares.
The Corporation may issue fractional shares of Series E Junior Participating
Preferred Stock.


SECTION 2.        DIVIDENDS AND DISTRIBUTIONS.

    (a) The rate of dividends payable per share of Series E Preferred Shares on
the first day of January, April, July and October in each year or such other
quarterly payment date as shall be specified by the Board of Directors (each
such date being referred to herein as a "Quarterly Dividend Payment Date"),
commencing on the first Quarterly Dividend Payment Date after the first issuance
of a share or fraction of a share of the Series E Preferred Shares, shall be
(rounded to the nearest cent), subject to the provision for adjustment
hereinafter set forth, equal to 1000 times the aggregate per share amount of all
cash dividends, and 1000 times the aggregate per share amount (payable in cash,
based upon the fair market value at the time the non-cash dividend or other
distribution is declared or paid as determined in good faith by the Board of
Directors) of all non-cash dividends or other distributions other than a
dividend payable in shares of Common Stock or a subdivision of the outstanding
shares of Common Stock (by reclassification or otherwise), declared on the
Common Stock, par value $0.01 per share, of the Corporation since the
immediately preceding Quarterly Dividend Payment Date, or, with respect to the
first Quarterly Dividend Payment Date, since the first issuance of any share or
fraction of a share of the Series E Preferred Shares. Dividends on the Series E
Preferred Shares shall be paid out of funds legally available for such purpose.
In the event the Corporation shall at any time after February 25, 2000 (the
"Rights Dividend Declaration Date") (i) declare any dividend on Common Stock
payable in shares of Common Stock, (ii) subdivide the outstanding shares of
Common Stock, or (iii) combine the outstanding shares of Common Stock into a
smaller number of shares, then in each such case the amounts to which holders of
Series E Preferred Shares were entitled immediately prior to such event shall be
adjusted by multiplying each such amount by a fraction the numerator of which is
the number of shares of Common Stock outstanding immediately after such event
and the denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

    (b) Dividends shall begin to accrue and be cumulative on outstanding Series
E Preferred Shares from the Quarterly Dividend Payment Date next preceding the
date of issue of such Series E Preferred Shares, unless the date of issue of
such shares is prior to the record date for the first Quarterly Dividend Payment
Date, in which case dividends on such shares shall begin to accrue from the date
of issue of such shares, or unless the date of issue is a Quarterly Dividend
Payment Date or is a date after the record date for the determination of holders
of Series E Preferred Shares entitled to receive a quarterly dividend and before
such Quarterly Dividend Payment Date, in either of which events such dividends
shall begin to accrue and be cumulative from such Quarterly Dividend Payment
Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on
the Series E Preferred Shares in an amount less than the total amount of such
dividends at the time accrued and payable on such shares shall be allocated pro
rat a share-by-share basis among all such shares at the time outstanding.


SECTION 3.        VOTING RIGHTS.

    In addition to any other voting rights required by law, subject to the
provision for adjustment hereinafter set forth, each Series E Preferred Share
shall entitle the holder thereof to 1000 votes on all matters submitted to a
vote of the stockholders of the Corporation. If



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<PAGE>   29

the Corporation at any time after the Rights Declaration Date (i) declares any
dividend on Common Stock payable in shares of Common Stock, (ii) subdivides the
outstanding shares of Common Stock, or (iii) combines the outstanding shares of
Common Stock into a smaller number of shares, then in each such case the number
of votes per share to which holders of Series E Preferred Shares were entitled
immediately prior to such event shall be adjusted by multiplying such number by
a fraction the numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator of which is the
number of shares of Common Stock that were outstanding immediately prior to such
event. Except as otherwise provided herein, in the certificate of incorporation
of the Corporation or by laws, the holders of Series E Preferred Shares and the
holders of Common Stock (and the holders of shares of any other series or class
entitled to vote thereon) shall vote together as one class on all matters
submitted to a vote of stockholders of the Corporation.


SECTION 4. REACQUIRED SHARES.

    Any Series E Preferred Shares purchased or otherwise acquired by the
Corporation in any manner whatsoever shall be retired and canceled promptly
after the acquisition thereof. All such shares shall upon their cancellation
become authorized but unissued preferred stock and may be reissued as part of a
new series of preferred stock to be created by resolution or resolutions of the
Board of Directors.


SECTION 5. LIQUIDATION, DISSOLUTION OR WINDING UP.

    In the event of any voluntary or involuntary liquidation, dissolution or
winding up of the Corporation, the holders of Series E Preferred Shares shall be
entitled to receive the greater of (a) $1.00 per share, plus accrued dividends
to the date of distribution, whether or not earned or declared, or (b) an amount
per share, subject to the provision for adjustment hereinafter set forth, equal
to 1000 times the aggregate amount to be distributed per share to holders of
Common Stock. If the Corporation at any time after the Rights Declaration Date
(i) declares any dividend on Common Stock payable in shares of Common Stock,
(ii) subdivides the outstanding shares of Common Stock, or (iii) combines the
outstanding shares of Common Stock into a smaller number of shares, then in each
such case the amount to which holders of Series E Preferred Shares were entitled
immediately prior to such event pursuant to clause (b) of the preceding sentence
shall be adjusted by multiplying such amount by a fraction the numerator of
which is the number of shares of Common Stock outstanding immediately after such
event and the denominator of which is the number of shares of Common Stock that
were outstanding immediately prior to such event.


SECTION 6. CONSOLIDATION, MERGER, ETC.

    If the Corporation enters into any consolidation, merger, combination or
other transaction in which the shares of Common Stock are exchanged for or
changed into other stock or securities, cash and/or any other property, then in
any such case the Series E Preferred Shares shall at the same time be similarly
exchanged or changed in an amount per share (subject to the provision for
adjustment hereinafter set forth) equal to 1000 times the aggregate amount of
stock, securities, cash and/or any other property (payable in kind), as the case
may be, into which or for which each share of Common Stock is changed or
exchanged. If the Corporation at any time after the Rights Declaration Date (i)
declares any dividend on Common Stock payable in shares of Common Stock, (ii)
subdivides the outstanding shares of Common Stock, or (iii) combines the
outstanding shares of Common Stock into a smaller number of shares, then in each
such case the amount set forth in the preceding sentence with respect to the
exchange or change of shares of Series E Preferred Shares shall be adjusted by
multiplying such amount by a fraction the numerator of which is the number of
shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.


SERIES 7.  NO REDEMPTION.


         The Series E Preferred Shares shall not be redeemable.


SERIES 8.  RANKING.



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<PAGE>   30

    The Series E Preferred Shares shall rank junior to all other series of the
Corporation's preferred stock as to the payment of dividends and the
distribution of assets, unless the terms of any such series shall provide
otherwise.

SERIES 9.  FRACTIONAL SHARES.

    Series E Preferred Shares may be issued in fractions of a share which shall
entitle the holder, in proportion to such holder's fractional shares, to
exercise voting rights, receive dividends, participate in distributions and to
have the benefit of all other rights of holders of Series E Preferred Shares.




                                       30