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                                                                     EXHIBIT 3.1

                                    RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                                 METROCALL, INC.

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

              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 C Convertible Preferred Stock
of the Corporation, Inc. as filed with the Secretary of State of the State of
Delaware on October 1, 1998) 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.


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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.

              4.1. Authorized Shares.

              The total number of shares of all classes of stock that the
Corporation shall have the authority to issue is 101,000,000 shares, of which
1,000,000 shares shall be Preferred Stock, having a par value of $0.01 per share
("the Preferred Stock") and 100,000,000 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.


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              (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.

              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;


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                     (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 C 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)(ii) hereto.


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              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 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


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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 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.


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              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


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person in connection 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


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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 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


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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


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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 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.


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              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


<PAGE>   14

                   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


<PAGE>   15



                                                                        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 

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<PAGE>   16

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.

                  (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 


                                      -2-
<PAGE>   17

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.

                                      -3-
<PAGE>   18


         4.       VOTING RIGHTS.

                  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 

                                      -4-
<PAGE>   19

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, 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 

                                      -5-
<PAGE>   20

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.

                                      -6-
<PAGE>   21


                                  (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, 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 

                                      -7-
<PAGE>   22

         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.

                  (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 

                                      -8-
<PAGE>   23

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;

                                      -9-
<PAGE>   24


                                  (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 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:

                                      -10-
<PAGE>   25


                         (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 (C) 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.

                                      -11-
<PAGE>   26


                         (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 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.

                                      -12-
<PAGE>   27



                  (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 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

                                      -13-
<PAGE>   28

         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

                                      -14-
<PAGE>   29

         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, 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.

                                    -15-
<PAGE>   30


                  (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.

                  (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 

                                      -16-
<PAGE>   31

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 

                                      -17-
<PAGE>   32

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.

                         (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 

                                      -18-
<PAGE>   33

         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  

                                      -19-
<PAGE>   34

         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
         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 

                                      -20-
<PAGE>   35

         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.

                         (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 

                                      -21-
<PAGE>   36

         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.

                  (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.

                                      -22-
<PAGE>   37


         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.

                                      -23-





<PAGE>   38



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

<PAGE>   39
                   CERTIFICATE OF DESIGNATION, NUMBER, POWERS,
                    PREFERENCES AND RELATIVE, PARTICIPATING,
                          OPTIONAL AND OTHER RIGHTS OF
                      SERIES C 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,, adopted the
following resolution by unanimous written consent as of June 19, 1998:

                  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


<PAGE>   40


                                                                         ANNEX A

                      SERIES C CONVERTIBLE PREFERRED STOCK

                  The powers, designations, preferences and relative,
participating, optional or other rights of the Series C 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
C Convertible Preferred Stock," and shall have $0.01 par value per share. The
number of authorized shares constituting this series shall be 25,000 shares.
Shares of the Series C Convertible Preferred Stock shall have a stated value of
$10,000.00 per share (the "Stated Value"). The Corporation may issue fractional
shares of Series C Convertible Preferred Stock.

         2.       DIVIDENDS.

                  (a)  Right to Receive Dividends. Holders of the Series C
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, provided, that dividends shall accrue on any shares of
Series C Convertible Preferred Stock issued pursuant to Section 4.3(b) of that
certain Stock Purchase Agreement dated June 26, 1998 by and among AT&T Wireless
Services, Inc., et al. and the Corporation from the date of the initial issuance
of Series C Convertible Preferred Stock by the Corporation (the "Initial
Issuance Date").

                   (b) Form of Dividend. Any dividend payment made with respect
to the Series C 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 C 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 C 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 C Convertible Preferred Stock, each holder of Series C
Convertible Preferred Stock shall receive a ratable amount of cash and Series C
Convertible Preferred Stock that is proportionate to the amount of Series C
Convertible 


                                      -1-
<PAGE>   41

Preferred Stock held by such holder on which such dividend is paid. All shares
of Series C Convertible Preferred Stock issued as a dividend shall be fully paid
and nonassessable.

                  (c)    Dividend Rate. The dividend rate on the Series C
Convertible Preferred Stock shall be 8% of the Stated Value per share per annum.

                  (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 (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 C Convertible Preferred Stock as set forth in Section 2(a), 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. If a
payment of a dividend as required hereunder is not made, dividends shall accrue
from the date of the last payment in full of the required dividend. The dividend
payable on each Dividend Payment Date after issuance of any share of Series C
Convertible Preferred Stock shall be the pro rata portion of the Dividend Rate
based upon the number of days from and including the date of issuance or the
last Dividend Payment Date, as the case may be, up to and including such
Dividend Payment Date and a 365-day year. Each dividend shall be paid to the
holders of record of shares of the Series C 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.

                  (e)    Dividend Preference. Dividends in cash on the Series C
Convertible Preferred Stock shall be payable after dividends are paid on the
Series A Convertible Preferred Stock, $.01 par value, of the Corporation (the
"Series A Preferred Stock"), on the Series B Junior Convertible Preferred Stock,
$.01 par value of the Corporation (the "Series B Preferred Stock"), and on any
other class or series of preferred stock of the Corporation that by its terms is
senior to the Series C Convertible Preferred Stock in right of payment of
dividends or liquidation preference (together with the Series A Preferred Stock
and the Series B Preferred Stock, "Senior Stock") and before any dividends or
distributions or other payments shall be paid or set aside for payment upon the
Common Stock or any other stock ranking on liquidation or as to dividends or
distributions junior to the Series C Convertible Preferred Stock (any such
stock, 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 C 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 class of 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. The term "Redeemable Stock" shall mean any equity security
that 

                                     - 2 -
<PAGE>   42

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
(as defined below), 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 C Convertible Preferred Stock as permitted
hereunder sufficient for the payment thereof set apart for such payment on the
Series C 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 C
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 C
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
C Convertible Preferred Stock in any distribution of assets; provided that
Parity Securities shall not include any shares of Series C Convertible Preferred
Stock issued as dividends pursuant to this Section 2.

                  If dividends on the Series C 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 C Convertible Preferred Stock and shares of such other Parity
Securities in proportion to the respective aggregate amounts of dividends in
arrears on the Series C Convertible Preferred Stock and on such other series of
Parity Securities to the date of such dividend payment.

                  (f)    Common Stock Dividends. If prior to October 1, 2003,
the Corporation pays or sets aside for payment any dividend or distribution on
the Common Stock (a "Common Stock Dividend") (other than dividends or
distributions paid solely in shares of Common Stock or rights, options or
warrants to purchase Common Stock), the Series C Convertible Preferred Stock
will be entitled to receive Common Stock Dividends, as and when paid on the
Common Stock, in an amount per share equal to (i) the Accreted Stated Value (as
defined below) per share divided by the Conversion Price, times (ii) the amount
of the Common Stock Dividend payable per share of Common Stock. Any Common Stock
Dividend shall be paid to the holders of record of shares of the Series C
Convertible Preferred Stock as they appear on the books of the Corporation on
such record date as shall be fixed by the Board of Directors for the payment of
the Common Stock Dividend. If the Corporation declares any Common Stock Dividend
on or after October 1, 2003, the Corporation will provide notice of the record
date for such dividend to the holders of record of shares of the Series C
Convertible Preferred Stock as they appear on the books of the Corporation, such
notice to be provided no later than at least fifteen (15) business days prior to
the record date and no later than the date on which the Corporation is required
to

                                     - 3 -
<PAGE>   43

give notice of the record date for such dividend under Rule 10b-17 of the
Securities and Exchange Commission or any successor rule or applicable law.

         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 C 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, but after payment to holders
of the Senior Stock of any amounts to which they are entitled, an amount per
share of Series C 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 C 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 C Convertible Preferred Stock in
proportion to the number of shares of Series C Convertible Preferred Stock owned
by each holder. If any Parity Securities are outstanding, and the assets and
funds legally available for distribution among the Series C Convertible
Preferred Stock and the Parity Securities shall be insufficient to permit the
payment to holders of Series C Convertible Preferred Stock the full aforesaid
preferential amount and the preferential amount payable upon liquidation to any
outstanding Parity Securities, the holders of Series C 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.

                  The holders of the Series C Convertible Preferred Stock shall
have no voting rights except as set forth 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") or as provided by applicable
law, and except for the following:

                  (a)    Changes in Organizational Documents. So long as the
Series C 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 C Convertible Preferred
Stock, voting as a single class, amend, repeal, modify or supplement (i) any
provision of the Certificate of Incorporation or the Bylaws of the Corporation,
each as in effect on the Initial Issuance Date, or any successor bylaws, if such
amendment, repeal, modification or supplement in any way adversely affects the
powers, designations, preferences or other rights of the Series C Convertible
Preferred Stock, provided, that nothing contained herein shall be construed to
prohibit the Corporation from issuing any

                                     - 4 -
<PAGE>   44

debt or equity securities, regardless of ranking, or (ii) this Certificate of
Designation, Number, Powers, Preferences and Relative, Participating, Optional
and Other Rights of Series C Convertible Preferred Stock ("Certificate of
Designation").

                  (b)    Means of Voting. The rights of the holders of Series C
Convertible Preferred Stock under this Section 4 may be exercised (i) at a
meeting of the holders of shares of such Series C Convertible Preferred Stock,
called for the purpose by the Corporation; or (ii) by written consent signed by
the holders of the requisite percentage of the then outstanding shares of the
Series C Convertible Preferred Stock, delivered to the Secretary or Assistant
Secretary of the Corporation. Except to the extent otherwise provided herein or
to the extent that holders of a majority of the Series C Convertible Preferred
Stock decide otherwise, any meeting of the holders of Series C 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 C Convertible Preferred Stock may be
converted into shares of Common Stock, on the terms and conditions set forth in
this Section 5.

                  (a)    Optional Conversion. Beginning on October 1, 2003
(except as to any shares which shall have been called for redemption prior to
October 1, 2003), each holder of Series C Convertible Preferred Stock shall have
right, at any time and from time to time thereafter, to convert all, but not
less than all, of the shares of Series C Convertible Preferred Stock held by
such holder or its affiliates into that number of shares of Common Stock equal
to the Accreted Stated Value of the shares converted divided by the Conversion
Price, provided, that in the event that on or after October 1, 2003 the
Corporation delivers a notice of redemption of Series C Convertible Preferred
Stock pursuant to Section 6(c), the right to convert may be exercised with
respect to shares of Series C Convertible Preferred Stock called for redemption
in such notice only during the period ending fifteen (15) days prior to the
redemption date specified in such notice.

                  (b)    Change of Control. (i) If a Change of Control occurs
prior to October 1, 2003, each holder of shares of Series C Convertible
Preferred Stock may, at its option, at times specified below, 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.

                                     - 5 -
<PAGE>   45


                         (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 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") 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 October 1, 1998, individuals who at the
         beginning of such period constituted the Board of Directors (together
         with any director elected by the Series A Preferred Stock 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 2/3% 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;

                         (iii)    (A)     The Corporation shall give the holders
         notice pursuant to Section 5(g) of a Change of Control within five
         business days after the occurrence of such Change of Control. Except as
         set forth in Section 5(b)(iii)(B), the right to convert set forth in
         this Section 5(b) shall be exercised by any holder only within 10
         business days after such notice has been given of the occurrence of the
         Change of Control.

                                  (B)     If the Corporation agrees to enter
         into a transaction that, when consummated, would result in a Change of
         Control defined in Sections 5(b)(ii)(C) or (D), the Corporation shall
         give notice to the holders of such transaction at least 15


                                     - 6 -
<PAGE>   46

         business days prior to the consummation of the transaction, and the
         holders may, within 10 business days after the date of such notice,
         exercise the right to convert the Series C Convertible Preferred Stock
         into Common Stock, such conversion to take effect at or immediately
         prior to the record date for holders of Common Stock to receive the
         consideration to be paid to such holders in the transaction. In
         addition, if the transaction results is a Going Private Transaction (as
         defined below), then the Conversion Price for purposes of conversion as
         described in the preceding sentence shall be the lesser of (x) the
         Conversion Price in effect immediately prior to the notice by the
         Corporation given to holders pursuant to the preceding sentence and (y)
         the value of the consideration per share of Common Stock (determined by
         the Board of Directors, in good faith, as of the date of the first
         public announcement of the transaction) to be paid to holders of Common
         Stock in the transaction times 1.1, provided, that in no event shall
         the Conversion Price for this purpose be less than $7.40 (as such
         amount may be adjusted pursuant to that certain Warrant Agreement
         between the Corporation and The First National Bank of Boston dated as
         of November 15, 1996, which adjustment provisions are substantially
         similar to the adjustment provision in 5(i)). For purposes hereof, a
         "Going Private Transaction" shall mean a Change of Control defined in
         Sections 5(b)(ii) (C) or (D), as a result of which, immediately after
         consummation of such transaction, the securities into which the Series
         C Convertible Preferred Stock would be convertible are not listed on a
         national securities exchange or the NASDAQ National Market System or,
         even if such securities are so listed, the number of issued and
         outstanding shares of such securities (excluding (x) shares owned by
         any beneficial owner of a majority of such shares and (y) "restricted"
         shares within the meaning of Rule 144 under the Securities Act of 1933,
         or any successor rule, that cannot be sold without limitation under
         Rule 144) is less than three (3) times the number of shares into which
         all outstanding shares of the Series C Convertible Preferred Stock
         would be convertible after giving effect to the transaction.

                  (c)    Conversion Price. The Conversion Price of the shares of
Series C Convertible Preferred Stock shall be $10.40, adjusted as set forth
herein.

                  (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 C 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 any cash payment required pursuant to Section
5(e)(iii). As promptly as practicable after the surrender for conversion of any
share of the Series

                                     - 7 -
<PAGE>   47

C 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.

                         (ii)     The Corporation shall not be required to 
issue fractional shares of Common Stock upon conversion of shares of
Series C Convertible Preferred Stock. At the Corporation's discretion, in the
event the Corporation determines not to issue fractional shares, in lieu 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. 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 C Convertible Preferred Stock, 11,500,000 shares of
Common Stock. If at any time the number of authorized and unissued shares of
Common Stock that are reserved for issuance upon conversion of the shares of
Series C Convertible Preferred Stock, shall not be sufficient to effect the
conversion of all then outstanding shares of the Series C Convertible Preferred
Stock, 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

                                     - 8 -
<PAGE>   48

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 C Convertible Preferred Stock.

                  (g)    Notices. Any notice required by the provisions of this
Certificate of Designation to be given to the holders of shares of Series C
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, or
the next business day after such notice is delivered to a recognized overnight
courier service with next-business day delivery specified.

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

                         (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 merger or consolidation of the
         Corporation, that in any such case results in the Common Stock being
         converted into other securities or property, or the right to receive
         other securities or property, then, to the extent the Corporation or
         the holders do not otherwise redeem or convert all outstanding shares
         of Series C Convertible Preferred Stock, 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 of the holders of the Series C 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 thereafter deliverable upon the conversion of the
         shares of Series C Convertible Preferred Stock.

                         (ii)     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 C Convertible Preferred Stock, the Series C 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 C
         Convertible Preferred Stock had immediately prior to such transaction.
         In the case the Corporation is not the surviving entity, the Conversion
         Price shall be adjusted at the closing of the transaction to equal the
         Conversion Price in effect immediately prior to the closing divided by
         the fair market value of the common stock immediately prior to the
         closing multiplied by the fair market value of the common stock of the
         surviving entity at the closing.

                         (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
         Corporation.

                                     - 9 -
<PAGE>   49

                  (i)    Adjustments.  The number of shares of Common 
Stock issuable upon conversion of shares of the Series C Convertible Preferred
Stock that are then outstanding and the Conversion Price shall be subject to
adjustment from time to time as follows:

                         (i)     Stock Dividends; Stock Splits; Reverse Stock 
         Splits. In case the Corporation shall (A) declare or pay a dividend on
         its outstanding Common Stock in shares of Common Stock or make a
         distribution to all holders of its outstanding Common Stock in shares
         of Common Stock, (B) subdivide its outstanding Common Stock into a
         greater number of shares or reclassify its outstanding Common Stock, or
         (C) combine its outstanding Common Stock into a smaller number of
         shares, the number of shares of Common Stock issuable upon conversion
         of each share of Series C Convertible Preferred Stock shall be adjusted
         so that the holder of each such share shall thereafter be entitled to
         receive the kind and number of shares of Common Stock that such holder
         would have owned or have been entitled to receive after the happening
         of any of the events described above, had such share been converted in
         full immediately prior to the happening of such event or any record
         date with respect thereto (with any record date requirement being
         deemed to have been satisfied), and, in any such case, the number of
         shares of Common Stock issuable upon conversion of each such share
         shall be subject to further adjustments under this Section 5(i). An
         adjustment made pursuant to this Section 5(i)(i) shall become effective
         at the record date, if any, for such event.

                         (ii)    Distributions to Stockholders.  In case the 
         Corporation shall issue to holders of its Common Stock rights, options,
         warrants or convertible or exchangeable securities (collectively, the
         "rights") entitling them to subscribe for or purchase Common Stock at a
         price per share of Common Stock (determined by dividing (A) the total
         amount receivable by the Corporation in consideration of the issuance
         of such rights plus the total consideration payable to the Corporation
         upon exercise, conversion or exchange thereof, by (B) the total number
         of shares of Common Stock covered by such rights) that is lower than
         the Current Market Price per share of Common Stock in effect
         immediately prior to such issuance, then the number of shares of Common
         Stock issuable upon conversion of all shares of Series C Convertible
         Preferred Stock shall be increased in a manner determined by
         multiplying the number of shares of Common Stock theretofore issuable
         upon the conversion of all shares of Series C Convertible Preferred
         Stock by a fraction, the numerator of which shall be the number of
         shares of Common Stock outstanding immediately prior to the issuance of
         such rights plus the number of additional shares of Common Stock
         offered for subscription or purchase, and the denominator of which
         shall be the number of shares of Common Stock outstanding immediately
         prior to the issuance of such rights plus the number of shares of
         Common Stock which the aggregate consideration to be received by the
         Corporation in connection with such issuance (as defined in the
         following sentence) would purchase at the then Current Market Price per
         share of Common Stock. For purposes of this Section 5(i), the "Current
         Market Price" per share of Common Stock for any date shall mean average
         of the closing prices of the

                                     - 10 -


<PAGE>   50



         Common Stock for the 10 trading days prior to such date. For purposes
         of this Section 5(i)(ii), the "aggregate consideration to be received
         by the Corporation" in connection with any issuance of such rights
         shall be deemed to be the consideration received by the Corporation for
         such rights plus any consideration or premiums stated in such rights to
         be paid for the shares of Common Stock covered thereby.

                         (iii)    Issuance of Common Stock at Lower Values.  In 
         case the Corporation shall, in a transaction to which Section 5(i)(i)
         is inapplicable (and, in any event, other than upon conversion of
         Series A Preferred Stock, Series B Preferred Stock, or Series C
         Convertible Preferred Stock, or upon exercise of any warrants or
         employee stock options that were outstanding on the Initial Issuance
         Date or pursuant to contractual commitments to which the Corporation
         was bound on the Initial Issuance Date), issue or sell shares of Common
         Stock, or rights, options, warrants or convertible or exchangeable
         securities containing the right to subscribe for or purchase shares of
         Common Stock, at a price per share of Common Stock (determined, in the
         case of rights, options, warrants or convertible or exchangeable
         securities, by dividing (A) the total amount receivable by the
         Corporation in consideration of the issuance and sale of such rights,
         options, warrants or convertible or exchangeable securities, plus the
         total consideration payable to the Corporation upon exercise,
         conversion or exchange thereof, by (B) the total number of shares of
         Common Stock covered by such rights, options, warrants or convertible
         or exchangeable securities) that is lower (at the date of such sale or
         issuance) than the Current Market Price per share of Common Stock in
         effect immediately prior to such sale or issuance or for no
         consideration, then in each case the number of shares of Common Stock
         thereafter issuable upon the conversion of the shares of Series C
         Convertible Preferred Stock shall be increased in a manner determined
         by multiplying the number of shares of Common Stock theretofore
         issuable upon the conversion of all shares of Series C Convertible
         Preferred Stock by a fraction, of which the numerator shall be the
         number of shares of Common Stock outstanding immediately prior to the
         sale or issuance, plus the number of additional shares of Common Stock
         offered for subscription or purchase or to be issued upon conversion or
         exchange of such convertible or exchangeable securities, and of which
         the denominator shall be the number of shares of Common Stock
         outstanding immediately prior to the sale or issuance plus the number
         of shares of Common Stock which the aggregate consideration to be
         received by the Corporation (as defined in the following paragraph) in
         connection with such sale or issuance would purchase at the then
         Current Market Price per share of Common Stock.

                  For the purpose of such adjustments the "aggregate
         consideration to be received by the Corporation" therefor shall be
         deemed to be the consideration received by the Corporation for such
         rights, options, warrants or convertible or exchangeable securities
         plus any consideration or premiums stated in such rights, options,
         warrants or convertible or exchangeable securities to be paid for the
         shares of Common Stock covered thereby.

                                     - 11 -


<PAGE>   51



                  In case the Corporation shall issue or sell shares of
         Common Stock or rights, options, warrants or convertible or
         exchangeable securities containing the right to subscribe for or
         purchase shares of Common Stock for a consideration consisting, in
         whole or in part, of property other than cash or its equivalent, then
         in determining the "price per share of Common Stock" and the
         "consideration" receivable by or payable to the Corporation for
         purposes of Sections 5(i)(ii) and 5(i)(iii), the Board of Directors of
         the Corporation shall determine, in good faith, the fair value of such
         property. In case the Corporation shall issue and sell rights, options,
         warrants or convertible or exchangeable securities containing the right
         to subscribe for or purchase shares of Common Stock, together with one
         or more other securities as part of a unit at a price per unit, then in
         determining the "price per share of Common Stock" and the
         "consideration" receivable by or payable to the Corporation for
         purposes of Sections 5(i)(ii) and 5(i)(iii), the Board of Directors of
         the Corporation shall determine, in good faith, the fair value of the
         rights, options, warrants or convertible or exchangeable securities
         then being sold as part of such unit.

                  Any increase of the number of shares of Common Stock issuable 
         upon conversion of shares of Series C Convertible Preferred Stock
         pursuant to this Section 5(i)(iii) shall be allocated among such Series
         C Convertible Preferred Stock on a pro rata basis.

                         (iv)     Expiration of Rights, Options and Conversion 
         Privileges. Upon the expiration of any rights, options, warrants or
         conversion or exchange rights that have previously resulted in an
         adjustment under this Section 5(i), if any thereof shall not have been
         exercised, the number of shares of Common Stock issuable upon
         conversion of Series C Convertible Preferred Stock shall be readjusted
         and shall thereafter, upon any future exercise, be such as they would
         have been had they been originally adjusted (or had the original
         adjustment not been required, as the case may be) as if (i) the only
         shares of Common Stock so issued were the shares of Common Stock, if
         any, actually issued or sold upon the exercise of such rights, options,
         warrants or conversion or exchange rights and (ii) such shares of
         Common Stock, if any, were issued or sold for the consideration
         actually received by the Corporation upon such exercise plus the
         consideration, if any, actually received by the Corporation for
         issuance, sale or grant of all such rights, options, warrants or
         conversion or exchange rights whether or not exercised; provided that
         no such readjustment shall have the effect of decreasing the number of
         shares issuable upon conversion of Series C Convertible Preferred Stock
         by a number that is in excess of the amount or number of the adjustment
         initially made in respect of the issuance, sale or grant of such
         rights, options, warrants or conversion or exchange rights or shall
         have the effect of decreasing the number of shares of Common Stock that
         have been issued upon conversion of any shares of Series C Convertible
         Stock prior to the date of such readjustment.

                         (v)      De minimis Adjustments.  No adjustment in the 
         number of shares of Common Stock issuable under any Series C
         Convertible Preferred Stock shall be

                                     - 12 -


<PAGE>   52



         required unless such adjustment would require an increase or decrease
         of at least one percent (1%) in the number of shares of Common Stock
         purchasable upon a conversion of Series C Convertible Preferred Stock;
         provided, that any adjustments which by reason of this Section 5(i) are
         not required to be made shall be carried forward and taken into account
         in any subsequent adjustment. All calculations shall be made to the
         nearest one-thousandth of a share.

                         (vi)     Notice of Adjustment.  Whenever the number of 
         shares of Common Stock or other stock or property issuable upon the
         conversion of Series C Convertible Preferred Stock is adjusted, as
         herein provided, the Corporation shall deliver to the holders thereof a
         certificate of a firm of independent public accountants selected by the
         Board of Directors of the Corporation (who may be the regular
         accountants employed by the Corporation) setting forth the number of
         shares of Common Stock or other stock or property issuable upon the
         conversion of each share of Series C Convertible Preferred Stock after
         such adjustment, setting forth a brief statement of the facts requiring
         such adjustment and setting forth the computation by which such
         adjustment was made and shall promptly mail by first class mail,
         postage prepaid, to each holder notice of such adjustment or
         adjustments.

                         (vii)    Adjustment of Conversion Price.  Whenever the 
         number of shares of Common Stock issuable upon conversion of the Series
         C Convertible Preferred Stock is adjusted as provided in this Section
         5(i), the Conversion Price shall be adjusted by multiplying such
         Conversion Price immediately prior to such adjustment by a fraction,
         the numerator of which shall be the number of shares issuable upon
         conversion of a share of Series C Convertible Preferred Stock
         immediately prior to such adjustment, and the denominator of which is
         the number of shares so issuable immediately thereafter.

         6.       OPTIONAL REDEMPTION

                  (a)    Redemption Price.   Beginning on October 1, 2001, the 
Corporation, at its sole option, may redeem all, but not less than all, shares
of the Series C Convertible Preferred Stock for cash, at any time or from time
to time, for the redemption price per share set forth below:

<TABLE>
<CAPTION>
                     DATE OF REDEMPTION                                      REDEMPTION PRICE
                     ------------------                                      ----------------
          <S>                                                          <C>  
           October 1, 2001 to September 30, 2002                        105.0% of Redemption Value
           October 1, 2002 to September 30, 2003                        102.5% of Redemption Value
</TABLE>


                                     - 13 -


<PAGE>   53


<TABLE>
<CAPTION>
                     DATE OF REDEMPTION                                      REDEMPTION PRICE
                     ------------------                                      ----------------
                  <S>                                                     <C> 
                  After September 30, 2003                                 100.0% of Accreted Stated
                                                                                   Value
</TABLE>

                  For purposes hereof, "Redemption Value" for a share of Series 
C Convertible Preferred Stock shall equal the greater of (i) Accreted Stated
Value, and (ii) if the Current Market Price of the Common Stock on the date of
the notice of redemption is greater than the Conversion Price, then an amount
determined in accordance with the following formula:

                                  RV = (CMP)(SV)/CP

                         For purposes of this formula:

                                  RV = Redemption Value per share
                                  SV = Accreted Stated Value per share
                                  CMP = Current Market Price
                                  CP = Conversion Price

                  "Accreted Stated Value" per share means the Stated Value per 
share plus accrued and unpaid dividends, if any, on such share through the date
of redemption.

                  (b)    Notice of Redemptions.  Notice of redemptions shall be 
given by first class mail, postage prepaid, not less than 20 nor more than 60
business days prior to the redemption date or, if such notice period is not
feasible in connection with a transaction described in Section 5(g), 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 place or places where certificates for such shares are to be surrendered for
payment of the redemption price; and (iii) that dividends on the shares to be
redeemed will cease to accrue on the redemption date.

                  (c)    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 C
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.

                                     - 14 -


<PAGE>   54


                  (d)    Status of Redeemed or Converted Shares.  Upon 
redemption or conversion, any shares of the Series C Convertible Preferred Stock
which have been so redeemed or converted 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 October 1, 2010 (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 C 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 accrued and
unpaid dividends per share to the Final Redemption Date.

         8.       PREEMPTIVE RIGHTS.

         No shares of Series C 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.

         9.       TRANSFERABILITY.

         No shares of Series C Convertible Preferred Stock shall be
transferable without the consent of the Corporation until April 1, 2000;
provided, however, this provision shall terminate and be of no further force or
effect immediately upon the occurrence of a Problematic Regulatory Change of
Control. A "Problematic Regulatory Change of Control" is a Change of Control
which causes the Holder and/or its affiliates to receive an attributable
interest in any radio spectrum or FCC Service with respect to which the FCC or
applicable law imposes a spectrum cap (including, without limitation, spectrum
caps imposed on the holding of broadband CMRS or narrowband PCS spectrum),
multiple ownership restriction, or other material limitation. "FCC Service"
shall mean any service subject to FCC (or successor agency) regulation or
oversight.

                                     - 15 -