<PAGE>

                                                                    EXHIBIT 10.6

                              EMPLOYMENT AGREEMENT

      This Employment Agreement, dated as of October 8, 2002 (the "Agreement")
is made by and between Metrocall Holdings, Inc., a Delaware corporation (the
"Company"), Metrocall, Inc., a Delaware corporation ("OPCO") and Vincent D.
Kelly (the "Executive").

      WHEREAS, the Company filed for chapter 11 of title 11 of the United States
Code, 11 U.S.C. Sections 101 et seq. (the "Bankruptcy Code") on June 3, 2002 and
simultaneously with such filing, filed with the bankruptcy court its proposed
Plan of Reorganization and Disclosure Statement (the "Plan of Reorganization"),
which included, among other provisions, the identification of the Executive as
the Executive Vice President, Chief Operating Officer, Chief Financial Officer
and Treasurer of the Company after the confirmation of the Plan of
Reorganization;

      WHEREAS, the Executive desires to waive all rights and claims with respect
to any agreements relating to the Executive's employment with the Company as of
the effective date of the Company's Plan of Reorganization;

      WHEREAS, the Executive shall provide services for the Company and OPCO, as
directed by the Board of Directors of the Company (the "Board"); and

      WHEREAS, the term "Company" contained herein shall also include OPCO,
except as otherwise set forth herein so that the obligations under this
Agreement of the Company shall also be obligations of which OPCO is jointly and
severally liable with the Company.

      NOW, THEREFORE, in consideration of the foregoing and the covenants and
agreements set forth in this Agreement, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:

1.    Employment. Effective upon the effective date of the Plan of
      Reorganization (the "Effective Date"), the Company shall employ the
      Executive as the Executive Vice President, Chief Operating Officer, Chief
      Financial Officer and Treasurer of the Company based upon the terms and
      conditions set forth in this Agreement, for the period of time specified
      in Section 3. In such position, the Executive shall report directly to the
      Chief Executive Officer of the Company.

2.    Duties and Authority. During the term of this Agreement, as Executive Vice
      President, Chief Operating Officer, Chief Financial Officer and Treasurer
      of the Company, under the direction and subject to the control of the
      Chief Executive Officer of the Company, the Executive shall be responsible
      for the financial operations, information systems, engineering and
      networks, inventory, human resources and administration and legal
      functions of the Company, and shall have general executive charge,
      management, and control of the financial management of the Company, with
      all such powers and authority with respect to such business, affairs,
      properties, and operations as may be reasonably incident to such duties
      and responsibilities and shall perform such other duties for the Company
      as the Chief Executive Officer of the Company may determine from time to
<PAGE>
      time. The Executive shall devote the Executive's reasonable best efforts
      and full business time, energies and talents to the performance of the
      Executive's duties and the advancement of the business and affairs of the
      Company.

3.    Term. The term of this Agreement and the period of employment of the
      Executive by the Company hereunder shall commence on the Effective Date
      and shall end on the third anniversary of the Effective Date (the
      "Agreement Term"), unless earlier terminated pursuant to Section 7 herein;
      provided, however, that the Agreement Term shall be automatically extended
      for additional one (1) year periods on each anniversary date of this
      Agreement, unless and until either party provides non-renewal Notice to
      the other party not less than ninety (90) days before such anniversary
      date that such party is terminating this Agreement, which termination
      shall be effective as of the end of such initial Agreement Term or
      extended term, as the case may be (the "Expiration Date"), or until sooner
      terminated as hereinafter set forth.

4.    Compensation and Expenses.

      (a)   In consideration for the Executive's services and subject to the
            terms and conditions of this Agreement, the Company shall pay to the
            Executive an annual base salary (the "Base Salary") equal to Four
            Hundred Thousand Dollars ($400,000). The Base Salary shall be
            payable biweekly or in such other installments as shall be
            consistent with the Company's payroll procedures. The Company shall
            deduct and withhold all necessary social security and withholding
            taxes and any other similar sums required by law or authorized by
            the Executive with respect to the payment of the Base Salary. The
            Board shall review the Executive's salary annually before December
            31 and may, in its discretion, increase, but not decrease, his Base
            Salary in any renewal, extension or replacement of this Agreement.
            The Board shall also review the appropriateness of creating
            additional forms of nonqualified executive compensation to cover the
            Executive.

      (b)   To the maximum extent permitted by applicable state and federal law,
            the Executive shall be eligible, at no cost to the Executive, to
            participate in all of the Company's benefit plans, including fringe
            benefits available to the Company's senior executives, as such plans
            or programs are in effect from time to time, and use of an
            automobile.

      (c)   The Executive shall be entitled to (i) time off for all public
            holidays observed by the Company and (ii) vacation days in
            accordance with the applicable policies for the Company's senior
            executives as in effect from time to time.

      (d)   The Company shall reimburse the Executive for all reasonable
            expenses the Executive incurs in accordance with the reasonable
            policies and procedures adopted from time to time by the Company.

      (e)   Until the one-year anniversary of the date on which the redemption
            of the Company's 15% Senior Preferred Voting Stock (the "Preferred
            Stock") occurs,


                                       2
<PAGE>
            the Executive shall be entitled to receive a cash performance bonus
            in addition to his Base Salary for each annual period during the
            Agreement Term. The amount of the cash performance bonus in any
            annual period will depend upon attaining established paydown targets
            (the "Target Paydowns") as contained in (i) that certain Credit
            Agreement dated as of October 8, 2002 by and among OPCO, the Agent
            and the Lenders (both as defined therein) (the "Senior Secured
            Credit Agreement"), and (ii) that certain Senior Secured PIK Credit
            Agreement dated as of October 8, 2002 by and among the Company, the
            Agent and the Lenders (both as defined therein) (the "PIK Credit
            Agreement"), as follows:

<TABLE>
<CAPTION>
            Percentage of Target             Percentage of Base Salary
             Paydowns Attained               as Cash Performance Bonus
            --------------------        ----------------------------------
<S>                                     <C>
                    80%                  80%
                    90%                  90%
                   100%                 100%
                   115%                 115%
                   120%                 120%
                   125%                 125%
                   130%                 150%      (subject to a maximum of
                                                  200%, upon approval of
                                                  the Board)
</TABLE>

      The following are the Target Paydowns (Mandatory Prepayments under the
Senior Secured Credit Agreement and the PIK Credit Agreement) ("FYE" means
fiscal year end):

<TABLE>
<S>                                           <C>
            FYE December 31, 2002             $26,500,000
            FYE December 31, 2003             $24,300,000
            FYE December 31, 2004             $10,000,000
</TABLE>

      The cash performance bonus, if any, pursuant to this Section 4(e) shall be
paid to the Executive within ten (10) business days after the determination of
the applicable Target Paydown attained. After the annual period in which the
redemption of the Preferred Stock of the Company occurs, the Executive shall be
entitled to an annual cash bonus, if any, in an amount determined by the Board,
in its sole discretion.

      (f)   On the Effective Date, the Executive shall be granted 100,000 shares
            of Preferred Stock of the Company, representing one and sixty seven
            one hundredths percent (1.67%) of the Preferred Stock shares of the
            Company, subject to restrictions established as of the Effective
            Date ("Restricted Stock") on the transferability of such Restricted
            Stock and the forfeiture of such Restricted Stock upon a termination
            of employment for Cause or without Good Reason as set forth in
            Section 8 of this Agreement. The restrictions shall lapse as to
            one-third (1/3) of the shares of Preferred Stock on the first,
            second and third anniversaries of the Effective Date. The Executive
            may file an election pursuant to Section 83(b) of


                                       3
<PAGE>
            the Internal Revenue Code of 1986, as amended (the "Tax Code") with
            respect to the Restricted Stock within thirty (30) days after the
            Effective Date.

      (g)   Upon the consummation of a transaction described in the definition
            of "Change of Control" contained in Section 8 of this Agreement, the
            Executive shall be entitled to a payment equal to .20% of the new
            capital invested in the Company in connection with the Change of
            Control (the "New Capital Infusion"), paid in a lump sum cash
            payment within ten (10) days after the consummation date of the
            transaction.

5.    Confidential Information.

      (a)   "Confidential Information" means any and all Company and Company
            subsidiary proprietary information, technical data, patent
            applications, inventions or discoveries (whether patentable or not),
            know-how and trade secrets, as well as operating, design and
            manufacturing procedures disclosed to the Executive, including
            before the Effective Date. "Confidential Information" further means,
            without limitation, research, product development activities,
            processes, products, specifications, designs, diagrams,
            illustrations, programs, concepts, ideas, marketing plans,
            proposals, financial information, confidential reports,
            communications and customer lists and data, as well as the nature
            and results of the Company's and its subsidiaries' research and
            development activities, and all other materials and information
            related to the business or activities of the Company and its
            subsidiaries that are not generally known to the public; provided,
            however, that the term "Confidential Information" excludes
            information that (i) is or becomes generally available to the public
            other than through acts by the Executive in violation of this
            Agreement, (i) was legally within the Executive's possession prior
            to disclosure to the Executive by or on behalf of the Company, which
            prior possession can be evidenced by the Executive's written records
            in existence prior to the effective date of any Existing Employment
            Document, or (ii) becomes available to the Executive on a
            non-confidential basis from a source other than the Company or a
            subsidiary of the Company, provided that such source is not bound by
            a confidentiality agreement with the Company or any of its
            subsidiaries, or by any other contractual, legal or fiduciary
            obligation of confidentiality to the Company or any of its
            subsidiaries, or any other party with respect to such information.

      (b)   Except as may be required by the lawful order of a court or agency
            of competent jurisdiction, the Executive covenants and agrees that,
            during the Agreement Term and at all times thereafter, the Executive
            will keep secret and confidential all Confidential Information, and
            will not at any time, without the prior written consent of the Board
            or a person authorized by the Board, publish or disclose any
            Confidential Information, either directly or indirectly, to any
            third party, use for the Executive's own benefit or advantage, or
            make available for others to use (except to third parties in
            connection with possible transactions or business with the Company).


                                       4
<PAGE>
      (c)   To the extent that any court or agency seeks to have the Executive
            disclose Confidential Information, the Executive shall promptly
            inform the Company, and shall take all reasonable steps necessary to
            prevent disclosure of any Confidential Information until the Company
            has been informed of such requested disclosure, and the Company has
            an opportunity to respond to such court or agency. To the extent
            that the Executive obtains information on behalf of the Company or
            any of its subsidiaries that may be subject to attorney-client
            privilege as to the Company's attorneys, the Executive shall take
            reasonable steps necessary to maintain the confidentiality of such
            information and to preserve such privilege.

      (d)   The Executive acknowledges that the restrictions contained in
            Section 5(b) and 5(c) are reasonable and necessary, in view of the
            nature of the Company's business, in order to protect the legitimate
            interests of the Company, and that any violation thereof would
            result in irreparable injury to the Company. Therefore, the
            Executive agrees that in the event of a breach or threatened breach
            by the Executive of the provisions of Section 5(b) and (c), the
            Company shall be entitled to obtain from any court of competent
            jurisdiction, preliminary or permanent injunctive relief restraining
            the Executive from disclosing or using any such confidential
            information. The Executive also acknowledges that nothing in this
            Section 5 shall be construed as limiting the Executive's duty of
            loyalty to the Company, or any other duty he may otherwise have to
            the Company, while he is employed by the Company.

6.    Covenant Not to Compete. The Executive agrees that, through the position
      of Executive Vice President, Chief Operating Officer, Chief Financial
      Officer and Treasurer, the Executive has established and will continue to
      establish valuable and recognized expertise in the paging business and has
      had and will have access to the Company's Confidential Information. The
      Executive hereby enters into a covenant restricting the Executive from
      soliciting employees of the Company and its subsidiaries and from
      competing against the Company upon the terms and conditions described
      below:

      (a)   During the Executive's employment and for a period of two (2) years
            after the Date of Termination for any reason, the Executive shall
            not:

            (i)   induce or attempt to induce any employees of the Company or
                  those of any of its subsidiaries to terminate their
                  employment, or refrain from renewing or extending such
                  employment, with the Company or such subsidiary in order to
                  become an director, officer, employee, consultant or
                  independent contractor to or for any other individual or
                  entity other than the Company or its subsidiaries;

            (ii)  at any time and in any state or other jurisdiction in the
                  United States in which the Company is engaged in business or
                  has developed plans to engage in business: (1) engage or be a
                  part of any Person (including as a director, consultant,
                  employee, agent, or representative), or have any direct or
                  indirect financial interest (whether as a partner,
                  shareholder, or owner) in any Person that engages in the
                  business of owning and operating


                                       5
<PAGE>
                  narrowband one-way paging and wireless messaging networks,
                  voice mail services or data transmitting services (the
                  "Business"); or (2) participate as an employee or officer in
                  any enterprise in which the Executive's responsibility relates
                  to the Business;

            (iii) directly or indirectly own an equity interest in any
                  Competitor (other than ownership of 1% or less of the
                  outstanding stock of any corporation listed on a national
                  stock exchange or included in the NASDAQ System). The term
                  "Competitor" means any Person a portion of the business of
                  which (and during any period in which it intends to enter into
                  business activities that would be) is materially competitive
                  in any way with the Business of the Company.

            (iv)  solicit or cause or encourage any person to solicit any
                  Business in competition with the Company or a subsidiary from
                  any Person who is a client of the Company or of a subsidiary
                  during the Executive's employment hereunder.

      (b)   The Executive agrees that the restrictions set forth in this Section
            6 are reasonable, proper, and necessitated by legitimate business
            interests of the Company and do not constitute an unlawful or
            unreasonable restraint upon the Executive' ability to earn a
            livelihood. The parties agree that in the event any of the
            restrictions in this Agreement, interpreted in accordance with the
            Agreement as a whole, are found to be unreasonable a court of
            competent jurisdiction, such court shall determine the limits
            allowable by law and shall enforce the same. The parties further
            agree that nothing in this Section 6 shall be construed as limiting
            the Executive's duty of loyalty to the Company, or any other duty he
            may otherwise have to the Company, while he is employed by the
            Company.

      (c)   The Executive further acknowledges that it may be impossible to
            assess the monetary damages incurred by the Executive's violation of
            this Agreement, and that violation of this Agreement will cause
            irreparable injury to the Company. Accordingly, the Executive agrees
            that the Company will be entitled, in addition to all other rights
            and remedies that may be available, to an injunction enjoining and
            restraining the Executive and any other involved party from
            committing a violation of this Agreement.

7.    Termination. Notwithstanding any other provision of this Agreement, this
      Agreement shall terminate upon the death of the Executive, or it may be
      terminated with thirty (30) days' written notice as follows:

      (a)   The Company may terminate this Agreement:

            (i)   at any time if the Executive is Disabled (as defined below)
                  for a period of six (6) months or more;


                                       6
<PAGE>
            (ii)  at any time with "Cause." For purposes of this Agreement.
                  "Cause" means (A) dishonesty of a material nature that relates
                  to the performance of services under this Agreement; (B)
                  criminal conduct (other than minor infractions and traffic
                  violations) that relates to the performance of services under
                  this Agreement, (C) the Executive's willfully breaching or
                  failing to perform his duties as described in Section 2 hereof
                  (other than any such failure resulting from the Executive's
                  being Disabled), within a reasonable period of time after a
                  written demand for substantial performance is delivered to the
                  Executive by the Board, which demand specifically identifies
                  the manner in which the Board believes that the Executive has
                  not substantially performed his duties; or (D) the willful
                  engaging by the Executive in conduct that is demonstrably and
                  materially injurious to the Company, monetarily or otherwise.
                  No act or failure to act on the Executive's part shall be
                  deemed "willful" unless done, or omitted to be done, by the
                  Executive not in good faith and without reasonable belief that
                  such action or omission was in the best interests of the
                  Company. Notwithstanding the foregoing, the Executive shall
                  not be deemed to have been terminated for Cause unless and
                  until there shall have been delivered to the Executive a
                  certificate of a resolution duly adopted by the affirmative
                  vote of not less than seventy-five percent (75%) of the entire
                  membership of the Board at a meeting of the Board called and
                  held for such purpose (after reasonable notice to the
                  Executive and an opportunity for the Executive, together with
                  the Executive's counsel, to be heard before the Board),
                  finding that in the good faith opinion of the Board, the
                  Executive has engaged in the conduct set forth in this
                  paragraph and specifying the particulars thereof in detail; or

            (iii) at any time without Cause upon Notice from the Company to the
                  Executive, which Notice shall be effective immediately or such
                  later time as is specified in such Notice.

      (b)   The Executive may terminate this Agreement at any time upon sixty
            (60) days' Notice to the Company.

      (c)   At any time by the mutual agreement of the parties. Any termination
            of the Executive's employment by mutual agreement of the parties
            shall be memorialized by written agreement signed by the Executive
            and duly-appointed officers of the Company and OPCO.

      (d)   Any purported termination of the Executive's employment by the
            Company or by the Executive shall be communicated by written Notice
            of Termination to the other party hereto in accordance with Section
            9. For purposes of this Agreement, a "Notice of Termination" shall
            mean a notice that shall indicate the Date of Termination (which
            shall not be earlier than the date on which such Notice is sent),
            the specific provision of this Agreement relied upon and that shall
            set forth in reasonable detail the facts and circumstances claimed
            to provide a basis for


                                       7
<PAGE>
            termination of the Executive's employment. The "Date of Termination"
            means the last day the Executive is employed by the Company
            hereunder (including any successor to the Company as determined in
            accordance with Section 14). If the Executive becomes employed by
            the entity into which the Company is merged, or the purchaser of
            substantially all of the assets of the Company, or a successor to
            such entity or purchaser, the Executive shall not be treated as
            having terminated employment for purposes of this Agreement until
            such time as the Executive terminates employment with the successor
            (including, without limitation, the merged entity or purchaser).

8.    Compensation Upon Termination.

      (a)   Death. If the Executive's employment is terminated by the
            Executive's death, the Company shall pay to the Executive's estate,
            or as may be directed by the legal representatives to such estate
            (i) the Executive's Base Salary in effect on the date immediately
            prior to the Executive's death, through the Executive's date of
            death; (ii) all other unpaid amounts, if any, to which the Executive
            is entitled as of the date of the Executive's death, under any
            Company fringe benefit or incentive compensation plan or program, at
            the time such payments would otherwise ordinarily be due; and (iii)
            the Executive's full Base Salary that would have been payable to the
            Executive from the Executive's date of death through the Expiration
            Date, in a lump sum within forty-five (45) days after his death.

      (b)   Disability. Following the use of all sick days to which the
            Executive is entitled under the policies applicable to the Company's
            senior executives, while he is Disabled, the Company shall, in lieu
            of payment of his Base Salary, (i) pay the Executive a disability
            benefit equal to 50% of the Base Salary that he would otherwise be
            entitled to receive for the period in which he is Disabled; (ii) all
            other unpaid amounts, if any, to which the Executive is entitled as
            of the Executive's date of disability, under any Company fringe
            benefit or incentive compensation plan or program, at the time such
            payments are due; and (iii) the Executive's full Base Salary that
            would have been payable to the Executive from the Executive's Date
            of Termination through the Expiration Date, in a lump sum within
            forty-five (45) days after such Date of Termination; provided,
            however, that any payments made to the Executive during the
            Disability Period shall be reduced by any amounts paid or payable to
            the Executive under any Company disability benefit plans. Subject to
            the terms of this Agreement, the Executive shall not be required to
            perform services under this Agreement during any period that he is
            Disabled. The Executive shall be considered "Disabled" during any
            period in which he has an illness, or a physical or mental
            disability, or similar incapacity, that renders him incapable, after
            reasonable accommodation, of performing his duties under this
            Agreement. In the event of a dispute as to whether the Executive is
            Disabled, the Company may refer the same to a licensed practicing
            physician of the Company's choice, and the Executive agrees to
            submit to such tests and examinations as such physician shall deem
            appropriate. During


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<PAGE>
            the period in which the Executive is Disabled, the Company may
            appoint a temporary replacement to assume the Executive's
            responsibilities.

      (c)   For Cause. If the Company terminates the Executive's employment for
            Cause, the Company shall pay the Executive's Base Salary in effect
            on the date immediately prior to such termination through the date
            specified in the Notice of Termination and the Company shall have no
            further obligations to the Executive under this Agreement. Upon a
            termination for Cause, the Executive shall forfeit all shares of
            Restricted Stock that remain restricted on the date of termination.

      (d)   Voluntary. If the Executive terminates his employment for other than
            Good Reason, the Company shall pay the Executive the Executive's
            Base Salary in effect on the date immediately prior to such
            termination through the date specified in the Notice of Termination.
            Upon a termination for other than Good Reason, the Executive shall
            forfeit all shares of Restricted Stock that remain restricted on the
            date of termination. The Company shall have no further obligations
            to the Executive under this Agreement.

            "Good Reason" means the occurrence, without the Executive's express
            written consent, of any of the following circumstances:

            (i)   the Company's failure to perform or observe any of the
                  material terms or provisions of this Agreement and the
                  continued failure of the Company to cure such default within
                  fifteen (15) days after the Executive gives a written demand
                  for performance to the Company, which demand shall describe
                  specifically the nature of such alleged failure to perform or
                  observe such material terms or provisions;

            (ii)  the assignment to the Executive of any duties inconsistent
                  with, or any substantial diminution in, such Executive's
                  status or responsibilities as in effect on the date hereof,
                  including imposition of travel obligations that are materially
                  greater than is reasonably required by the Company's business;

            (iii) (I) a reduction in the Executive's Base Salary as in effect on
                  the date hereof, as that amount may be increased from time to
                  time; or (II) the failure to pay a bonus award to which the
                  Executive is otherwise entitled, at the time such bonuses are
                  usually paid;

            (iv)  a change in the principal place of the Executive's employment,
                  as in effect on the date hereof or as in effect after any
                  subsequent change to which the Executive consented in writing,
                  to a location more than thirty-five (35) miles distant from
                  the location of such principal place;

            (v)   (I) the Company's failure to continue in effect any incentive
                  compensation plan or stock option plan in which the Executive
                  participates, unless the Company has provided an equivalent
                  alternative compensation


                                       9
<PAGE>
                  arrangement (embodied in an ongoing substitute or alternative
                  plan) to the Executive, or (II) the Company's failure to
                  continue the Executive's participation in any such incentive
                  or stock option plan on substantially the same basis, both in
                  terms of the amount of benefits provided and the level of the
                  Executive's participation relative to other participants;

            (vi)  the Company's violation of any applicable criminal law not due
                  to the Executive's gross negligence or willful misconduct;

            (vii) the failure of the Company or any successor to obtain a
                  satisfactory written agreement from any successor to assume
                  and agree to perform this Agreement, as contemplated in
                  Section 14 below; or

           (viii) any purported termination of the Executive's employment that
                  is not effected pursuant to a Notice of Termination satisfying
                  the requirements of Sections 7(a)(ii) or 7(d) as applicable.
                  For purposes of this Agreement, no such purported termination
                  shall be effective except as constituting Good Reason.

            The Executive's continued employment shall not constitute consent
            to, or a waiver of rights with respect to, any circumstances
            constituting Good Reason hereunder.

      (e)   Other. If the Company terminates the Executive's employment other
            than for Cause or Disability or if the Executive terminates
            employment with the Company for Good Reason, the Company shall pay
            the Executive:

            (i)   the Executive's Base Salary through the date specified in the
                  Notice of Termination within ten (10) business days after such
                  date and all other unpaid amounts, if any, to which the
                  Executive is entitled as of the date specified in the Notice
                  of Termination under any Company fringe benefit or incentive
                  compensation plan or program, at the time such payments are
                  due;

            (ii)  an amount equal to the product of (a) two times (b) the full
                  Base Salary then in effect within forty-five (45) days after
                  such date specified in the Notice of Termination;

            (iii) an amount equal to the cash performance bonus paid or payable
                  to the Executive with respect to the annual period prior to
                  the year in which the termination of the Executive's
                  employment occurs;

            (iv)  the lapse of all restrictions with respect to the Restricted
                  Stock.

            (v)   Gross-Up Payments. (1) If any payment or the value of any
                  benefit received or to be received by the Executive in
                  connection with the Executive's termination or contingent upon
                  a Change of Control of the


                                       10
<PAGE>
                  Company (whether received or to be received pursuant to the
                  terms of this Agreement (the "Agreement Payments") or of any
                  other plan, arrangement, or agreement of the Company, its
                  successors, any person whose actions result in a Change of
                  Control of the Company, or any person affiliated with any of
                  them (or which, as a result of the completion of the
                  transactions causing a Change of Control, will become
                  affiliated with any of them ("Other Payments" and, together
                  with the Agreement Payments, the "Payments")) would be subject
                  to the excise tax imposed by Section 4999 of the Tax Code or
                  any comparable federal, state, or local excise tax (such
                  excise tax, together with any interest and penalties, are
                  hereinafter collectively referred to as the "Excise Tax"), as
                  determined as provided below, the Company shall pay to the
                  Executive an additional amount (the "Gross-Up Payment") such
                  that the net amount the Executive retains, after deduction of
                  the Excise Tax on Agreement Payments and Other Payments and
                  any federal, state, and local income tax and Excise Tax upon
                  the payment provided for by Section 8 hereof, and any
                  interest, penalties, or additions to tax payable by the
                  Executive with respect thereto shall be equal to the total
                  present value of the Agreement Payments and Other Payments at
                  the time such Payments are to be made. The intent of the
                  parties is that the Company shall be solely responsible for
                  and shall pay, any Excise Tax on any Payments and Gross-Up
                  Payment and any income and employment taxes (including,
                  without limitation, penalties and interest) imposed on any
                  Gross-Up Payments as well as any loss of deduction caused by
                  the Gross-Up Payment.

                  (2)   All determinations required to be made under this
                        Section 8(e)(v), including, without limitation, whether
                        and when a Gross-Up Payment is required and the amount
                        of such Gross-Up Payment and the assumptions to be
                        utilized in arriving at such determinations, shall be
                        made by tax counsel (either a law firm or a nationally
                        recognized public accounting firm) selected by the
                        Company and reasonable acceptable to the Executive ("Tax
                        Counsel"). The Company shall cause the Tax Counsel to
                        provide detailed supporting calculations to the Company
                        and the Executive within fifteen (15) business days
                        after notice is given by the Executive to the Company
                        that any or all of the Payments have occurred, or such
                        earlier time as is requested by the Company. Within two
                        (2) business days after such notice is given to the
                        Company, the Company shall instruct the Tax Counsel to
                        timely provide the data required by this Section 8(e)(v)
                        to the Executive. The Company shall pay all fees and
                        expenses of the Tax Counsel. The Company shall pay any
                        Excise Tax determined pursuant to this Section 8(e)(v)
                        to the Internal Revenue Service (the "IRS") and/or other
                        appropriate taxing authority on behalf of the Executive
                        within five (5) days after receipt of the Tax Counsel's
                        determination. If the Tax Counsel determines that there
                        is


                                       11
<PAGE>
                        substantial authority (within the meaning of Section
                        6662 of the Tax Code) that no Excise Tax is payable by
                        the Executive, the Tax Counsel shall furnish the
                        Executive with a written opinion that the failure to
                        disclose or report the Excise Tax on the Executive's
                        federal income tax return will not constitute a
                        substantial understatement of tax or be reasonably
                        likely to result in the imposition of a negligence or
                        similar penalty. Any determination by the Tax Counsel
                        shall be binding upon the Company and the Executive in
                        the absence of material mathematical or legal error.

                        As a result of the uncertainty in the application of
                        Section 4999 of the Tax Code at the time of the initial
                        determination by the Tax Counsel hereunder, it is
                        possible that the Company will not have made Gross-Up
                        payments that should have been made or that it will have
                        made Gross-Up Payments that should not have been made,
                        in each case, consistent with the calculations required
                        to be made hereunder. If the Company exhausts its
                        remedies pursuant to Section 8(e)(v)(3) below and the
                        Executive is thereafter required to pay an Excise Tax,
                        the Tax Counsel shall determine the amount of
                        underpayment of Excise Taxes that has occurred and the
                        Company shall promptly pay any such underpayment to the
                        IRS or other appropriate taxing authority on the
                        Executive's behalf or, if the Executive has previously
                        paid such underpayment, to the Executive. If the Tax
                        Counsel determines that an overpayment of Gross-Up
                        payments has occurred, any such overpayment shall be
                        treated for all purposes as a loan to the Executive with
                        interest at the applicable federal rate provided in
                        Section 7872(f)(2) of the Tax Code, due and payable
                        within ninety (90) days after written demand to the
                        Executive by the Company; provided, however, that the
                        Executive shall have no duty or obligation whatsoever to
                        repay such loan if the Executive's receipt of the
                        overpayment, or any portion thereof, is includible in
                        the Executive's income and the Executive's repayment of
                        the same is not deductible by the Executive for federal
                        and state income tax purposes.

                  (3)   The Executive shall notify the Company, in writing of
                        any claim by the IRS or state or local taxing authority,
                        that, if successful, would result in any Excise Tax or
                        an underpayment of Gross-Up Payments. Such notice shall
                        be given as soon as practicable but no later than
                        fifteen (15) business days after the Executive is
                        informed in writing of the claim and shall inform the
                        Company of the nature of the claim, the administrative
                        or judicial appeal period, and the date on which any
                        payment of the claim must be paid. The Executive shall
                        not pay any portion of the claim before the expiration
                        of the thirty (30) day period following the date on
                        which the Executive gives such notice to the Company (or
                        such shorter


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<PAGE>
                        period ending on the date that any amount under the
                        claim is due). If the Company notifies the Executive in
                        writing before the expiration of such thirty (30) day
                        period that it desires to contest the claim, the
                        Executive shall:

                        (A)   give the Company any information reasonably
                              requested by the Company relating to the claim;

                        (B)   take such action in connection with contesting the
                              claim as the Company shall reasonably request in
                              writing from time to time, including, without
                              limitation, accepting legal representation
                              concerning the claim by an attorney selected by
                              the Company who is reasonably acceptable to the
                              Executive; and

                        (C)   cooperate with the Company in good faith in order
                              to effectively contest the claim; provided,
                              however, that the Company shall bear and pay
                              directly all costs and expenses (including,
                              without limitation, additional interest and
                              penalties and attorneys' fees) incurred in such
                              contests and shall indemnify and hold the
                              Executive harmless, on an after-tax basis, for any
                              Excise Tax or income tax (including, without
                              limitation, interest and penalties thereon)
                              imposed as a result of such representation.
                              Without limitation upon the foregoing provisions
                              of this Section 8(e)(v)(3)(C), except as provided
                              below, the Company shall control all proceedings
                              concerning such contest and, in its sole opinion,
                              may pursue or forgo any and all administrative
                              appeal, proceedings, hearings and conferences with
                              the taxing authority pertaining to the claim. At
                              the Company's written request and upon payment to
                              the Executive of an amount at least equal to the
                              claim plus any additional amount necessary to
                              obtain the jurisdiction of the appropriate
                              tribunal and/or court, the Executive shall pay the
                              same and sue for a refund. The Executive agrees to
                              prosecute any contest of a claim to a
                              determination before any administrative tribunal,
                              in a court of initial jurisdiction and in one or
                              more appellate courts, as the Company shall
                              determine; provided, however, that if the Company
                              requests the Executive to pay the claim and sue
                              for a refund, the Company shall advance the amount
                              of such payment to the Executive, on an
                              interest-free basis, and shall indemnify and hold
                              the Executive harmless on an after-tax basis, from
                              any Excise Tax or income tax (including, without
                              limitation, interest and penalties thereon)
                              imposed on such advance or for any imputed


                                       13
<PAGE>
                              income on such advance. Any extension of the
                              statute of limitations relating to the assessment
                              of any Excise Tax for the taxable year of the
                              Executive that is subject of the claim is to be
                              limited solely to the claim. Furthermore, the
                              Company's control of the contest shall be limited
                              to the issues for which a Gross-Up Payment would
                              be payable hereunder. The Executive shall be
                              entitled to settle or contest, as the case may be,
                              any other issue raised by the IRS or any other
                              taxing authority.

                  (4)   If, after the Executive receives an amount the Company
                        advanced pursuant to Section 8(e)(v)(3) above, the
                        Executive receives any refund of a claim and/or any
                        additional amount that was necessary to obtain
                        jurisdiction, the Executive shall promptly pay to the
                        Company the amount of such refund (together with any
                        interest paid or credited thereon after taxes applicable
                        thereto). If, after the Executive receives an amount the
                        Company advanced pursuant to Section 8(e)(v)(3) above, a
                        determination is made that the Executive shall not be
                        entitled to any refund of the claim, and the Company
                        does not notify the Executive in writing of its intent
                        to contest such denial or refund of a claim before the
                        expiration of the thirty (30) days after such
                        determination, then the portion of such advance
                        attributable to a claim shall be forgiven and shall not
                        be required to be repaid. The amount of such advance
                        attributable to a claim shall offset, to the extent
                        thereof, the amount of the underpayment required to be
                        paid by the Company to the Executive.

                  (5)   If, after the Company advances an additional amount
                        necessary to obtain jurisdiction, there is a final
                        determination made by the taxing authority that the
                        Executive is not entitled to any refund of such amount,
                        or any portion thereof, then the Executive shall repay
                        such nonrefundable amount to the Company within thirty
                        (30) days after the Executive receives notice of such
                        final determination. A final determination shall occur
                        when the period to contest or otherwise appeal any
                        decision by an administrative tribunal or court of
                        initial jurisdiction has been waived or the time for
                        contesting or appealing the same has expired.

                  "Change of Control" means the first to occur of the following:
                  (i) any Person or group of Persons acting in concert, in a
                  transaction or a series of transactions, is or becomes the
                  Beneficial Owner, directly or indirectly, of securities of the
                  Company representing more than fifty percent (50%) of the
                  combined voting power of the Company's then outstanding
                  securities that have the right to vote for the election of
                  directors generally (not including in such securities
                  beneficially owned by such Person any


                                       14
<PAGE>
                  securities acquired directly from or received through an
                  exchange offer with the Company); or (ii) there is consummated
                  a merger, consolidation or other business combination
                  (including an exchange of securities with the security
                  holder's of a corporation that is a constituent in such
                  business combination) of the Company or any direct or indirect
                  subsidiary of the Company with any other corporation, other
                  than a merger, consolidation or business combination which
                  would result in the voting securities of the Company
                  outstanding immediately prior to such merger, consolidation or
                  business combination continuing to represent at least a
                  majority of the combined voting power of the securities having
                  the right to vote for the election of directors generally of
                  the Company or the surviving entity or any parent thereof
                  outstanding immediately after such merger, consolidation or
                  business combination (either by remaining outstanding or by
                  being converted into or exchanged for voting securities of the
                  surviving entity or parent thereof) or (iii) there is
                  consummated an agreement for the sale, lease or other
                  disposition by the Company of all or substantially all of the
                  Company's assets, other than a sale, lease or other
                  disposition by the Company of all or substantially all of the
                  Company's assets to an entity, at least a majority of the
                  combined voting power of the outstanding securities of which
                  are owned by stockholders of the Company in substantially the
                  same proportions as their ownership of the Company immediately
                  prior to such sale.

                  Notwithstanding the foregoing, a "Change of Control" shall not
                  be deemed to have occurred by virtue of the consummation of
                  any transaction or series of integrated transactions
                  immediately following which the record holders of the stock
                  (entitled to vote for directors) of the Company immediately
                  prior to such transaction or series of transactions continue
                  to have substantially the same proportionate ownership in an
                  entity which owns all or substantially all of the assets of
                  the Company immediately following such transaction or series
                  of transactions; provided, that, a transaction with Arch
                  Wireless, Inc. and/or its affiliates shall not be subject to
                  the provisions of this paragraph and shall be subject to the
                  other provisions contained in the definition of "Change of
                  Control."

      (f)   Mitigation. The Executive shall not be required to mitigate amounts
            payable pursuant to this section by seeking other employment or
            otherwise.

9.    Effect of Termination. If the Executive (a) is a member of the Board or
      that of any of the Company's subsidiaries, or (b) holds any other position
      with the Company and the Company's subsidiaries, on the Date of
      Termination, the Executive shall resign from all such positions as of such
      date.

10.   Termination of Other Agreements. By their execution of this Agreement,
      each of the Company and the Executive, as of the Effective Date, consent
      to and do hereby terminate all rights and obligations that each of the
      parties may have under (a) that certain


                                       15
<PAGE>
      Employment Agreement between the Executive and the Company, dated as of
      May 15, 1996, together with all amendments thereto (the "Existing
      Employment Agreement"); (b) that certain Change of Control Agreement
      between the Executive and the Company, dated as of May 15, 1996, together
      with all amendments thereto (the "Change of Control Agreement"); (c) that
      certain Retention Agreement between the Executive and the Company, dated
      as of April 1, 2001, together with all amendments thereto (the "Retention
      Agreement"); and (d) any other employment, consulting, non-competition,
      bonus or other compensatory plan, program, arrangement or contract
      relating to the employment of the Executive, written or oral, between the
      Executive and the Company or any person affiliated with the Company (any
      such arrangement, collectively with the Existing Employment Agreement, the
      Change of Control Agreement, and the Retention Agreement, the "Prior
      Employment Documents").

11.   Notices. All notices, demands, requests, or other communications required
      or permitted to be given or made hereunder (collectively, "Notice") shall
      be in writing and shall be delivered, telecopied, or mailed by first class
      registered or certified mail, postage prepaid, addressed as follows:

      (a)   if to the Company:

                  Metrocall, Inc.
                  6677 Richmond Highway
                  Alexandria, Virginia 22306
                  Telecopier: (703) 768-9625

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

                  Schulte Roth & Zabel LLP
                  919 Third Avenue
                  New York, New York 10022
                  Telecopier: (212) 593-5955
                  Attention: Jeffrey S. Sabin, Esq.

      (b)   if to the Executive:

                  Vincent D. Kelly
                  11807 Chapel Road
                  Clifton, Virginia 20124

      or to such other address as may be designated by either party in a notice
      to the other. Each notice, demand, request, or other communication that
      shall be given or made in the manner described above shall be deemed
      sufficiently given or made for all purposes three (3) days after it is
      deposited in the U.S. mail, postage prepaid, or at such time as it is
      delivered to the addressee (with the return receipt, the delivery receipt,
      the answer back or the affidavit of messenger being deemed conclusive
      evidence of such delivery) or at such time as delivery is refused by the
      addressee upon presentation.


                                       16
<PAGE>
12.   Severability. The invalidity or unenforceability of any one or more
      provisions of this Agreement shall not affect the validity or
      enforceability of the other provisions of this Agreement, which shall
      remain in full force and effect. The parties agree that in the event any
      of the provisions in this Agreement, interpreted in accordance with the
      Agreement as a whole, are found to be unenforceable by a court of
      competent jurisdiction, such court shall determine the limits allowable by
      law and shall enforce the same.

13.   Survival. It is the express intention and agreement of the parties that
      the provisions of Section 5 shall survive the termination of this
      Agreement, and that the provisions of Section 6 shall survive for two (2)
      years following the termination of this Agreement.

14.   Assignment; Successors. The rights and obligations of the parties to this
      Agreement shall not be assignable, except that the rights and obligations
      of the Company hereunder shall be assignable in connection with any
      subsequent merger, consolidation, sale of substantially all of the assets
      of the Company, or similar reorganization of a successor. The Company will
      require any successor (whether direct or in direct, by purchase, merger,
      consolidation, or otherwise) to all or substantially all of the business
      and/or assets of the Company to expressly assume and agree to perform this
      Agreement in the same manner and to the same extent that the Company is
      required to perform it. Failure of the Company to obtain such assumption
      and agreement before the effectiveness of any such succession shall be a
      breach of this Agreement and shall entitle the Executive to compensation
      from the Company as provided in Section 8(e) herein.

15.   Binding Effect. Subject to any provisions restricting assignment, this
      Agreement shall be binding upon the parties and shall inure to the benefit
      of the parties and their respective heirs, devisees, executors,
      administrators, legal representatives, successors, and assigns.

16.   Amendment Waiver. This Agreement shall not be amended, altered or modified
      except by an instrument in writing duly executed by all parties. Neither
      the waiver by any of the parties of a breach of or a default under any of
      the provisions of this Agreement, nor the failure of either of the
      parties, on one or more occasions, to enforce any of the provisions of
      this Agreement or to exercise any right or privilege hereunder, shall
      thereafter be construed as a waiver of any subsequent breach or default of
      a similar nature, or as a waiver of any such provisions, rights, or
      privileges.

17.   Headings. Section headings contained in this Agreement are inserted for
      convenience of reference only, shall not be deemed to be a part of this
      Agreement for any purpose, and shall not in any way define or affect the
      meaning, construction, or scope of any of the provisions of this
      Agreement.

18.   Governing Law. This Agreement, the rights and obligations of the parties,
      and any claims or disputes arising from this Agreement, shall be governed
      by and construed in accordance with the laws of the Commonwealth of
      Virginia (but not including the choice of law rules thereof).


                                       17
<PAGE>
19.   Entire Agreement. This Employment Agreement contains the entire agreement
      between the parties with respect to the subject matter hereof and
      supersedes all prior agreements, written or oral, with respect thereto,
      including, but not limited to, the Prior Employment Documents.

20.   Indemnification. In consideration of this Agreement, the Executive hereby
      waives any and all rights under and releases, and indemnifies and holds
      the Company (and its officers, directors, employees and agents) and its
      successors and assigns, harmless from any damage, loss, liability,
      judgment, fine, penalty, assessment, settlement, cost, or expense
      including, without limitation, reasonable expenses of investigation,
      reasonable attorneys' fees and other reasonable legal costs and expenses
      incident to any of the foregoing or to the enforcement of this Section 20,
      whether or not suit is brought or, if brought, whether or not such suit is
      successful, in whole or in part arising out of or relating to any and all
      employment, consulting, non-competition, bonus, or other compensatory
      plan, program, arrangement, or contract relating to the employment of the
      Executive, written or oral, between the Executive and the Company or any
      person affiliated with the Company, including, without limitation, the
      Prior Employment Documents.

21.   Arbitration. Either party may designate in writing to the other (in which
      case this Section 21 shall have effect but not otherwise) that any dispute
      that may arise directly or indirectly in connection with this Agreement,
      the Executive's employment, or the termination of the Executive's
      employment, whether arising in contract, statute, tort, fraud,
      misrepresentation, or other legal theory, shall be determined solely by
      arbitration in Washington, D.C. under the National Rules for the
      Resolution of Employment Disputes of the American Arbitration Association
      (the "AAA"). The only legal claims between the Executive, on the one hand,
      and the Company or any subsidiary, on the other, that would not be
      included in this Agreement to arbitration are claims by the Executive for
      workers' compensation or unemployment compensation benefits, claims for
      benefits under a Company or subsidiary benefit plan if the plan does not
      provide for arbitration of such disputes, and claims by the Executive that
      seek judicial relief in the form of specific performance of the right to
      be paid until the termination date during the pendency of any dispute or
      controversy arising under Section 7(a)(ii). If this Section 21 is in
      effect, any claim with respect to this Agreement, the Executive's
      employment, or the termination of the Executive's employment must be
      established by a preponderance of the evidence submitted to the impartial
      arbitrator. A single arbitrator shall conduct any arbitration. The
      arbitrator shall have the authority to order a pre-hearing exchange of
      information by the parties including, without limitation, production of
      requested documents, and examination by deposition of parties and their
      authorized agents. If this Section 21 is in effect, the decision of the
      arbitrator (i) shall be final and binding, (ii) shall be rendered within
      ninety (90) days after the impanelment of the arbitrator, and (iii) shall
      be kept confidential by the parties to such arbitration. The arbitration
      award may be enforced in any court of competent jurisdiction. The Federal
      Arbitration Act, 9 U.S.C. Sections 1-15, not state law, shall govern the
      arbitrability of all claims.


                                       18
<PAGE>
22.   Counterparts. This Agreement may be executed in two or more counterparts,
      each of which shall be an original and all of which shall be deemed to
      constitute one and the same instrument.


                                       19
<PAGE>
      IN WITNESS WHEREOF, the undersigned have duly executed this Agreement, or
have caused this Agreement to be duly executed, on their behalf as of the day
and year first hereinabove written.

                                        METROCALL HOLDINGS, INC.

Date: __________________, 2002          By: ____________________________________

Date: __________________, 2002          ________________________________________
                                        Vincent D. Kelly


                                        METROCALL, INC.

Date: __________________, 2002          By: ____________________________________


                                       20