<PAGE>

                                                                  Exhibit 4.2(b)

                   CERTIFICATE OF DESIGNATION OF VOTING POWER,
                            PREFERENCES AND RELATIVE,
                           PARTICIPATING, OPTIONAL AND
                              OTHER SPECIAL RIGHTS
                AND QUALIFICATIONS, LIMITATIONS AND RESTRICTIONS

                                       OF

              CLASS M REDEEMABLE VOTING CONVERTIBLE PREFERRED STOCK

                                       OF

                           RURAL CELLULAR CORPORATION

                       Pursuant to Section 302A.401 of the
                       Minnesota Business Corporation Act

      Rural Cellular Corporation, a Minnesota corporation (the "Corporation"),
certifies that pursuant to the authority contained in Article 3.03 of its
Articles of Incorporation, as amended (the "Articles of Incorporation"), and in
accordance with the provisions of Sections 302A.401 and 302A.239 of the
Minnesota Business Corporation Act, the Board of Directors of the Corporation
(the "Board of Directors"), pursuant to minutes of action effective March 23,
2000, duly approved and adopted the following resolution which resolution
remains in full force and effect on the date hereof:

      RESOLVED, that pursuant to the authority vested in the Board of Directors
by the Articles of Incorporation, the Board of Directors does hereby designate,
create, authorize and provide for the issuance of preferred stock having a par
value of $.01 per share, which shall be designated as Class M Redeemable Voting
Convertible Preferred Stock Preferred Stock, consisting of 110,000 shares, and
shall have the voting powers, preferences and relative participating, optional
and other special rights, and qualifications, limitations, and restrictions
thereon as follows:

            Section 1. Dividends.

            1A. General Obligation. When and as declared by the Corporation's
Board of Directors and to the extent permitted under the laws of Minnesota, the
Corporation shall pay preferential dividends in cash to the holders of the Class
M Redeemable Voting Convertible Preferred Stock (the "Class M Preferred Stock")
as provided in this Section 1. Except as otherwise provided herein, dividends on
each share of the Class M Preferred Stock (a "Share") shall accrue on

<PAGE>

a daily basis at the rate of 8% per annum on the sum of the Liquidation Value
thereof plus all Accumulated Dividends (as defined in Section 1B) thereon from
and including the date of issuance of such Share to and including the first to
occur of (i) the date on which the Liquidation Value of such Share (plus all
accrued and unpaid dividends thereon) is paid to the holder thereof in
connection with the liquidation of the Corporation or the redemption of such
Share by the Corporation, (ii) the date on which such Share is converted into
shares of Conversion Stock hereunder or (iii) the date on which such Share is
otherwise acquired by the Corporation. Such dividends shall accrue whether or
not they have been declared and whether or not there are profits, surplus or
other funds of the Corporation legally available for the payment of dividends.
The date on which the Corporation initially issues any Share shall be deemed to
be its "date of issuance" regardless of the number of times transfer of such
Share is made on the stock records maintained by or for the Corporation and
regardless of the number of certificates which may be issued to evidence such
Share.

            1B. Dividend Reference Dates. To the extent not paid on March 31,
June 30, September 30 and December 31 of each year, beginning June 30, 2000 (the
"Dividend Reference Dates"), all dividends which have accrued on each Share
outstanding during the three-month period (or other period in the case of the
initial Dividend Reference Date) ending upon each such Dividend Reference Date
shall be accumulated (and shall be referred to herein as "Accumulated
Dividends") and shall remain Accumulated Dividends with respect to such Share
until paid to the holder thereof.

            1C. Distribution of Partial Dividend Payments. Except as otherwise
provided herein, if at any time the Corporation pays less than the total amount
of dividends then accrued with respect to the Class M Preferred Stock, such
payment shall be distributed pro rata among the holders thereof based upon the
aggregate accrued but unpaid dividends on the Shares held by each such holder.

            1D. Participating Dividends. In the event that the Corporation
declares or pays any dividends upon the Common Stock (whether payable in cash,
securities or other property) other than dividends payable solely in shares of
Common Stock, the Corporation shall also declare and pay to the holders of the
Class M Preferred Stock at the same time that it declares and pays such
dividends to the holders of the Common Stock, the dividends which would have
been declared and paid with respect to the Common Stock issuable upon conversion
of the Class M Preferred Stock had all of the outstanding Class M Preferred
Stock been converted immediately prior to the record date for such dividend, or
if no record date is fixed, the date as of which the record holders of Common
Stock entitled to such dividends are to be determined.

            Section 2. Liquidation.

            Upon any liquidation, dissolution or winding-up of the Corporation
(whether voluntary or involuntary) (a "Liquidation Event"), each holder of Class
M Preferred Stock shall be entitled to be paid, before any distribution or
payment is made upon any Junior Securities, an amount in cash equal to the
greater of (i) the aggregate Liquidation Value of all Shares held by such holder


                                      -2-
<PAGE>

(plus all accrued and unpaid dividends thereon) and (ii) the aggregate amount
that would be paid in connection with such Liquidation Event with respect to the
Common Stock issuable upon conversion of all Shares held by such holder had all
of the outstanding Class M Preferred Stock been converted immediately prior to
such Liquidation Event, and the holders of Class M Preferred Stock shall not be
entitled to any further payment. If upon any such Liquidation Event the
Corporation's assets to be distributed among the holders of the Class M
Preferred Stock are (after satisfaction of the aggregate liquidation preference
of all Senior Preferred Securities pursuant to the terms of the Senior Preferred
Securities Agreements as in effect on the date of the Purchase Agreement)
insufficient to permit payment to such holders of the aggregate amount which
they are entitled to be paid under this Section 2, then the entire assets
available to be distributed to the Corporation's stockholders (after
satisfaction of the aggregate liquidation preference of all Senior Preferred
Securities pursuant to the terms of the Senior Preferred Securities Agreements
as in effect on the date of the Purchase Agreement) shall be distributed pro
rata among such holders based upon the aggregate Liquidation Value (plus all
accrued and unpaid dividends) of the Class M Preferred Stock held by each such
holder. Not less than 60 days prior to the payment date stated therein, the
Corporation shall mail written notice of any such Liquidation Event to each
record holder of Class M Preferred Stock, setting forth in reasonable detail the
amount of proceeds to be paid with respect to each Share and each share of
Common Stock in connection with such Liquidation Event. Neither the
consolidation or merger of the Corporation into or with any other entity or
entities (whether or not the Corporation is the surviving entity), nor the sale
or transfer by the Corporation of all or any part of its assets, nor the
reduction of the capital stock of the Corporation nor any other form of
recapitalization or reorganization affecting the Corporation shall be deemed to
be a Liquidation Event within the meaning of this Section 2.

            Section 3. Redemptions.

            3A. Scheduled Redemption. On April 3, 2012 (the "Scheduled
Redemption Date"), the Corporation shall redeem all Shares of Class M Preferred
Stock at a price per Share equal to the Liquidation Value thereof (plus all
accrued and unpaid dividends thereon) (the "Scheduled Redemption").

            3B. Optional Redemptions.

            (i) At any time and from time to time after April 3, 2005, the
Corporation may redeem all or any portion of the Shares of Class M Preferred
Stock then outstanding. Upon any such redemption, the Corporation shall pay a
price per Share equal to the Liquidation Value thereof (plus all accrued and
unpaid dividends thereon).

            (ii) If, at any time and from time to time after April 3, 2003, the
closing price for the Corporation's Class A Common Stock on the principal
securities market on which it is traded has equaled or exceeded 175% of the
Class M Preferred Stock's Conversion Price for the 30 consecutive trading days
immediately preceding the notice delivered pursuant to paragraph 3F, then the


                                      -3-
<PAGE>

Corporation may redeem all or any portion of the Shares of Class M Preferred
Stock then outstanding. Upon any such redemption, the Corporation shall pay a
price per Share equal to the Liquidation Value thereof (plus all accrued and
unpaid dividends thereon).

            (iii) If at any time less than $25 million of Class M Preferred
Stock remains outstanding (determined based on the then aggregate Liquidation
Value thereof plus all accrued and unpaid dividends thereon), then the
Corporation may at any time redeem all, but not less than all, of the Shares of
Class M Preferred Stock then outstanding. Upon any such redemption, the
Corporation shall pay a price per Share equal to the Liquidation Value thereof
(plus all accrued and unpaid dividends thereon).

            3C. Optional Clawback Redemption.

            (i) During the 90-day period commencing on April 3, 2000, the
Corporation may at any time and from time to time redeem all or any portion of
up to an aggregate of $25 million of the Shares of Class M Preferred Stock then
outstanding (determined based on the Liquidation Value thereof, without regard
to any accrued dividends); provided that after any such redemption under this
paragraph 3C, at least $110 million of the Shares of Class M Preferred Stock
must remain outstanding (determined based on the Liquidation Value thereof,
without regard to any accrued dividends).

            (ii) For any redemption under this paragraph 3C, the redemption
price paid by the Corporation for the repurchased Shares shall be the sum of (x)
102% of the Liquidation Value thereof plus (y) accrued and unpaid dividends
thereon; provided that, solely for purposes of this subparagraph 3C(ii),
dividends shall be deemed to have accrued from the date of issuance of such
shares at an annual rate of 600 basis points over the three-month LIBOR
(determined as of the date of issuance of such Shares).

            3D. Change of Control Put Redemptions.

            (i) Upon the occurrence of a Change of Control, the Corporation
shall be required to make an offer to each holder of shares of Class M Preferred
Stock to redeem all or any part of such holder's shares of Class M Preferred
Stock at a cash purchase price equal to the greater of (a) 101% of the
Liquidation Value thereof, plus accrued and unpaid dividends thereon or (b) the
Fair Market Value of the total consideration that the holder of Class M
Preferred Stock to be redeemed would have received in connection with such
Change of Control had such holder converted its Class M Preferred Stock to be
redeemed into Class A Common Stock immediately prior to such Change of Control
(the "Change of Control Payment").

            (ii) Within 30 days following any Change of Control, the Corporation
shall mail a notice to such holder stating: (A) that the offer to redeem is
being made pursuant to this Certificate of Designation and that, to the extent
lawful, all shares of Class M Preferred Stock tendered will be


                                      -4-
<PAGE>

accepted for payment; (B) the purchase price and the purchase date, which shall
be no earlier than 30 days nor later than 40 days from the date such notice is
mailed (the "Change of Control Payment Date"); (C) that any shares of Class M
Preferred Stock not tendered will continue to accrue dividends in accordance
with the terms of this Certificate of Designation; (D) that, unless the
Corporation defaults in the payment of the Change of Control Payment, all shares
of Class M Preferred Stock accepted for payment pursuant to the offer to redeem
shall cease to accrue dividends on and after the Change of Control Payment Date
and all rights of the holders of such Class M Preferred Stock shall terminate on
and after the Change of Control Payment Date; and (E) a description of the
procedures to be followed by such holder in order to have its shares of Class M
Preferred Stock repurchased.

            (iii) On the Change of Control Payment Date, (A) the Corporation
shall (1) accept for payment shares of Class M Preferred Stock tendered pursuant
to the offer to redeem and (2) promptly mail to each holder of shares Class M
Preferred Stock so accepted payment in an amount equal to the Change of Control
Payment for such shares and (B) unless the Corporation defaults in the payment
for the shares of Class M Preferred Stock tendered pursuant to the Offer to
Purchase, dividends shall cease to accrue with respect to the shares of Class M
Preferred Stock tendered and all rights of holders of such tendered shares shall
terminate, except for the right to receive payment therefor, on the Change of
Control Payment Date. The Corporation shall publicly announce the results of the
offer to redeem on or as soon as practicable after the Change of Control Payment
Date.

            (iv) The Corporation shall comply with Rule 14e-1 under the
Securities Exchange Act of 1934, as amended, and any securities laws and
regulations to the extent such laws and regulations are applicable to the
repurchase of shares of the Class M Preferred Stock in connection with a Change
of Control.

            3E. Redemption Payments. For each Share which is to be redeemed
hereunder, the Corporation shall be obligated on the Redemption Date to pay to
the holder thereof (upon surrender by such holder at the Corporation's principal
office of the certificate representing such Share) an amount in cash equal to
the Liquidation Value of such Share (plus all accrued and unpaid dividends
thereon) (or, in the case of a redemption pursuant to paragraph 3C or 3D, the
redemption price specified in such paragraph); provided that, in the case of a
scheduled redemption pursuant to paragraph 3A above, the Corporation may, at its
option, pay the redemption price for such redemption in cash or in shares of
Class A Common Stock (valued at the Market Price for such Class A Common Stock).
If the funds of the Corporation legally available for redemption of Shares on
any Redemption Date are insufficient to redeem the total number of Shares to be
redeemed on such date, those funds which are legally available shall be used to
redeem the maximum possible number of Shares pro rata among the holders of the
Shares to be redeemed based upon the aggregate Liquidation Value of such Shares
held by each such holder (plus all accrued and unpaid dividends thereon). At any
time thereafter when additional funds of the Corporation are legally available
for the redemption of Shares, such funds shall immediately be used to redeem the
balance of the Shares


                                      -5-
<PAGE>

which the Corporation has become obligated to redeem on any Redemption Date but
which it has not redeemed.

            3F. Notice of Redemption. Except as otherwise provided herein, the
Corporation shall mail written notice of each redemption of any Class M
Preferred Stock to each record holder thereof not more than 60 nor less than 30
days prior to the date on which such redemption is to be made. Upon mailing any
notice of redemption which relates to a redemption at the Corporation's option,
the Corporation shall become obligated to redeem the total number of Shares
specified in such notice at the time of redemption specified therein. In case
fewer than the total number of Shares represented by any certificate are
redeemed, a new certificate representing the number of unredeemed Shares shall
be issued to the holder thereof without cost to such holder as soon as
practicable after surrender of the certificate representing the redeemed Shares.

            3G. Determination of the Number of Each Holder's Shares to be
Redeemed. Except as otherwise provided herein, the number of Shares of Class M
Preferred Stock to be redeemed from each holder thereof in redemptions by the
Corporation under this Section 3 shall be the number of Shares determined by
multiplying the total number of Shares of Class M Preferred Stock to be redeemed
times a fraction, the numerator of which shall be the total number of Shares
then held by such holder and the denominator of which shall be the total number
of Shares then outstanding.

            3H. Dividends After Redemption. No Share shall be entitled to any
dividends accruing after the date on which the Liquidation Value of such Share
(plus all accrued and unpaid dividends thereon) (or, in the case of a redemption
pursuant to paragraph 3C or 3D, the redemption price specified in such
paragraph) is paid to the holder of such Share. On such date, all rights of the
holder of such Share shall cease, and such Share shall no longer be deemed to be
issued and outstanding.

            3I. Redeemed or Otherwise Acquired Shares. Any Shares which are
redeemed or otherwise acquired by the Corporation shall be canceled and retired
to authorized but unissued shares and shall not be reissued, sold or
transferred.

            3J. Other Redemptions or Acquisitions. The Corporation shall not,
nor shall it permit any Subsidiary to, redeem or otherwise acquire any Shares of
Class M Preferred Stock, except as expressly authorized herein or pursuant to a
purchase offer made pro rata to all holders of Class M Preferred Stock on the
basis of the number of Shares owned by each such holder.

            Section 4. Voting Rights.

            4A. Election of Directors. In the election of directors of the
Corporation, the holders of the Class M Preferred Stock, voting separately as a
class to the exclusion of all other classes of the Corporation's capital stock
and with each Share of Class M Preferred Stock entitled


                                      -6-
<PAGE>

to one vote, shall be entitled at an annual or special meeting of the
shareholders to elect up to two directors to serve as members of the
Corporation's Board of Directors, each until his successor is duly elected by
the holders of the Class M Preferred Stock, subject to prior death, resignation,
retirement, disqualification, or removal or termination of term of office in
accordance with the terms of the Purchase Agreement. The directors so elected
shall be in addition to the directors elected by the holders of the Common Stock
of the Corporation, and shall increase the maximum number of directors otherwise
permitted pursuant to the Corporation's bylaws. Any directors so elected shall
not be divided into classes. Said right of election, term of office, filling
vacancies and other features of such directorships shall be governed by and are
subject to the applicable terms and conditions set forth in the Purchase
Agreement, which contains, inter alia, provisions which constitute a voting
agreement among the holders of the Class M Preferred Stock. The provisions of
paragraph 3C of the Purchase Agreement are hereby incorporated into this
Certificate of Designation by this reference as though fully set forth herein.
The Corporation shall retain a copy of the Purchase Agreement at its principal
executive office.

            4B. Other Voting Rights. The holders of the Class M Preferred Stock
shall be entitled to notice of all shareholders' meetings in accordance with the
Corporation's bylaws, and, except as otherwise required by applicable law, the
holders of the Class M Preferred Stock shall be entitled to vote on all matters
submitted to the shareholders for a vote together with the holders of the Class
A Common Stock voting together as a single class with each share of Class A
Common Stock entitled to one vote per share and each Share of Class M Preferred
Stock entitled to one vote for each share of Class A Common Stock issuable upon
conversion of the Class M Preferred Stock as of the record date for such vote
or, if no record date is specified, as of the date of such vote.

            Section 5. Conversion.

            5A. Conversion Procedure.

            (i) At any time and from time to time, any holder of Class M
Preferred Stock may convert all or any portion of the Class M Preferred Stock
(including any fraction of a Share) held by such holder into a number of shares
of Conversion Stock computed by multiplying the number of Shares to be converted
by $1,000.00 and dividing the result by the Conversion Price then in effect.

            (ii) Except as otherwise provided herein, each conversion of Class M
Preferred Stock shall be deemed to have been effected as of the close of
business on the date on which the certificate or certificates representing the
Class M Preferred Stock to be converted have been surrendered for conversion at
the principal office of the Corporation. At the time any such conversion has
been effected, the rights of the holder of the Shares converted as a holder of
Class M Preferred Stock shall cease and the Person or Persons in whose name or
names any certificate or certificates for shares of Conversion Stock are to be
issued upon such conversion shall be deemed to have become the holder or holders
of record of the shares of Conversion Stock represented thereby.


                                      -7-
<PAGE>

            (iii) The conversion rights of any Share subject to redemption
hereunder shall terminate on the Redemption Date for such Share unless the
Corporation has failed to pay to the holder thereof the Liquidation Value of
such Share (plus all accrued and unpaid dividends thereon) (or, in the case of a
redemption pursuant to paragraph 3C or 3D, the redemption price specified in
such paragraph).

            (iv) Notwithstanding any other provision hereof, if a conversion of
Class M Preferred Stock is to be made in connection with a Public Offering, a
Change of Control or other transaction affecting the Corporation, the conversion
of any Shares of Class M Preferred Stock may, at the election of the holder
thereof, be conditioned upon the consummation of such transaction, in which case
such conversion shall not be deemed to be effective until such transaction has
been consummated.

            (v) As soon as practicable after a conversion has been effected, the
Corporation shall deliver to the converting holder:

                  (a) a certificate or certificates representing the number of
      shares of Conversion Stock issuable by reason of such conversion in such
      name or names and such denomination or denominations as the converting
      holder has specified;

                  (b) payment in an amount equal to the amount payable under
      subparagraph (ix) below with respect to such conversion; and

                  (c) a certificate representing any Shares of Class M Preferred
      Stock which were represented by the certificate or certificates delivered
      to the Corporation in connection with such conversion but which were not
      converted.

            (vi) The issuance of certificates for shares of Conversion Stock
upon conversion of Class M Preferred Stock shall be made without charge to the
holders of such Class M Preferred Stock for any issuance tax in respect thereof
or other cost incurred by the Corporation in connection with such conversion and
the related issuance of shares of Conversion Stock; provided, however, that the
Corporation shall not be required to pay any tax which may be payable in respect
of any transfer involved in the issue or delivery of shares of Common Stock in a
name other than that of the holder of the Class M Preferred Stock to be
converted and that no such issue or delivery shall be made unless and until the
Person requesting such issue or delivery has paid to the Corporation the amount
of any such tax or has established, to the satisfaction of the Corporation, that
such tax has been paid. Upon conversion of each Share of Class M Preferred
Stock, the Corporation shall take all such actions as are necessary in order to
insure that the Conversion Stock issuable with respect to such conversion shall
be validly issued, fully paid and nonassessable, free and clear of all taxes,
liens, charges and encumbrances with respect to the issuance thereof.


                                      -8-
<PAGE>

            (vii) The Corporation shall not close its books against the transfer
of Class M Preferred Stock or of Conversion Stock issued or issuable upon
conversion of Class M Preferred Stock in any manner which interferes with the
timely conversion of Class M Preferred Stock. The Corporation shall assist and
cooperate with any holder of Shares required to make any governmental filings or
obtain any governmental approval prior to or in connection with any conversion
of Shares hereunder (including, without limitation, making any filings required
to be made by the Corporation); provided, however, that any such holder of
Shares requesting such assistance or cooperation shall bear all expenses,
including reasonable attorney fees, incurred by the Corporation if such filings
or approvals are not required to be made by the Corporation.

            (viii) The Corporation shall at all times reserve and keep available
out of its authorized but unissued shares of Conversion Stock, solely for the
purpose of issuance upon the conversion of the Class M Preferred Stock, the
number of shares of Conversion Stock issuable upon the conversion of all
outstanding Class M Preferred Stock. All shares of Conversion Stock which are so
issuable shall, when issued, be duly and validly issued, fully paid and
nonassessable and free from all taxes, liens and charges. The Corporation shall
take all such actions as may be necessary to assure that all such shares of
Conversion Stock may be so issued without violation of any applicable law or
governmental regulation or any requirements of any domestic securities exchange
upon which shares of Conversion Stock may be listed (except for official notice
of issuance which shall be immediately delivered by the Corporation upon each
such issuance). The Corporation shall not take any action which would cause the
number of authorized but unissued shares of Conversion Stock to be less than the
number of such shares required to be reserved hereunder for issuance upon
conversion of the Class M Preferred Stock.

            (ix) If any fractional interest in a share of Conversion Stock
would, except for the provisions of this subparagraph, be delivered upon any
conversion of the Class M Preferred Stock, the Corporation, in lieu of
delivering the fractional share therefor, shall pay an amount to the holder
thereof equal to the Market Price of such fractional interest as of the date of
conversion.

            5B. Conversion Price.

            (i) The initial Conversion Price shall be $53.00. In order to
prevent dilution of the conversion rights granted under this Section 5, the
Conversion Price shall be subject to adjustment from time to time pursuant to
this paragraph 5B.

            (ii) If and whenever the Corporation issues or sells, or in
accordance with paragraph 5C is deemed to have issued or sold, any shares of its
Common Stock for a consideration per share less than the Market Price of the
Common Stock determined as of the date of such issue or sale, then immediately
upon such issue or sale or deemed issue or sale the Conversion Price shall be
reduced to the Conversion Price determined by multiplying the Conversion Price
in effect immediately prior to such issue or sale by a fraction, the numerator
of which shall be the sum of (1) the number of shares of Common Stock Deemed
Outstanding immediately prior to such issue


                                      -9-
<PAGE>

or sale multiplied by the Market Price of the Common Stock determined as of the
date of such issuance or sale, plus (2) the consideration, if any, received by
the Corporation upon such issue or sale, and the denominator of which shall be
the product derived by multiplying the Market Price of the Common Stock by the
number of shares of Common Stock Deemed Outstanding immediately after such issue
or sale.

            (iii) Notwithstanding the foregoing, there shall be no adjustment to
the Conversion Price hereunder with respect to issuances of Common Stock (or of
securities exchangeable or exercisable for or convertible into Common Stock) (A)
to officers, directors, employees, or consultants of the Corporation and its
Subsidiaries pursuant to compensation arrangements approved by the Corporation's
board of directors, (B) to suppliers, lessors, or lenders of the Corporation and
its Subsidiaries issued in the ordinary course of business in connection with
(as applicable) their supply arrangements or lease arrangements with, or loans
to, the Corporation or any of its Subsidiaries, or (C) upon the conversion of
any Convertible Securities (including the Class M Preferred Stock and Class T
Preferred Stock).

            5C. Effect on Conversion Price of Certain Events. For purposes of
determining the adjusted Conversion Price under paragraph 5B, the following
shall be applicable:

            (i) Issuance of Rights or Options. If the Corporation in any manner
grants or sells any Options and the price per share for which Common Stock is
issuable upon the exercise of such Options, or upon conversion or exchange of
any Convertible Securities issuable upon exercise of such Options, is less than
the Market Price of the Common Stock determined as of such time, then the total
maximum number of shares of Common Stock issuable upon the exercise of such
Options or upon conversion or exchange of the total maximum amount of such
Convertible Securities issuable upon the exercise of such Options shall be
deemed to be outstanding and to have been issued and sold by the Corporation at
the time of the granting or sale of such Options for such price per share. For
purposes of this paragraph, the "price per share for which Common Stock is
issuable" shall be determined by dividing (A) the total amount, if any, received
or receivable by the Corporation as consideration for the granting or sale of
such Options, plus the minimum aggregate amount of additional consideration
payable to the Corporation upon exercise of all such Options, plus in the case
of such Options which relate to Convertible Securities, the minimum aggregate
amount of additional consideration, if any, payable to the Corporation upon the
issuance or sale of such Convertible Securities and the conversion or exchange
thereof, by (B) the total maximum number of shares of Common Stock issuable upon
the exercise of such Options or upon the conversion or exchange of all such
Convertible Securities issuable upon the exercise of such Options. No further
adjustment of the Conversion Price shall be made when Convertible Securities are
actually issued upon the exercise of such Options or when Common Stock is
actually issued upon the exercise of such Options or the conversion or exchange
of such Convertible Securities.

            (ii) Issuance of Convertible Securities. If the Corporation in any
manner issues or sells any Convertible Securities and the price per share for
which Common Stock is issuable upon


                                      -10-
<PAGE>

conversion or exchange thereof is less than the Market Price of the Common Stock
determined as of such time, then the maximum number of shares of Common Stock
issuable upon conversion or exchange of such Convertible Securities shall be
deemed to be outstanding and to have been issued and sold by the Corporation at
the time of the issuance or sale of such Convertible Securities for such price
per share. For the purposes of this paragraph, the "price per share for which
Common Stock is issuable" shall be determined by dividing (A) the total amount
received or receivable by the Corporation as consideration for the issue or sale
of such Convertible Securities, plus the minimum aggregate amount of additional
consideration, if any, payable to the Corporation upon the conversion or
exchange thereof, by (B) the total maximum number of shares of Common Stock
issuable upon the conversion or exchange of all such Convertible Securities. No
further adjustment of the Conversion Price shall be made when Common Stock is
actually issued upon the conversion or exchange of such Convertible Securities,
and if any such issue or sale of such Convertible Securities is made upon
exercise of any Options for which adjustments of the Conversion Price had been
or are to be made pursuant to other provisions of this Section 5, no further
adjustment of the Conversion Price shall be made by reason of such issue or
sale.

            (iii) Change in Option Price or Conversion Rate. If the purchase
price provided for in any Options, the additional consideration, if any, payable
upon the conversion or exchange of any Convertible Securities or the rate at
which any Convertible Securities are convertible into or exchangeable for Common
Stock changes at any time, the Conversion Price in effect at the time of such
change shall be immediately adjusted to the Conversion Price which would have
been in effect at such time had such Options or Convertible Securities still
outstanding provided for such changed purchase price, additional consideration
or conversion rate, as the case may be, at the time initially granted, issued or
sold; provided that if such adjustment would result in an increase of the
Conversion Price then in effect, such adjustment shall not be effective until 30
days after written notice thereof has been given by the Corporation to all
holders of the Class M Preferred Stock. For purposes of paragraph 5C, if the
terms of any Option or Convertible Security which was outstanding as of the date
of issuance of the Class M Preferred Stock are changed in the manner described
in the immediately preceding sentence, then such Option or Convertible Security
and the Common Stock deemed issuable upon exercise, conversion or exchange
thereof shall be deemed to have been issued as of the date of such change;
provided that no such change shall at any time cause the Conversion Price
hereunder to be increased.

            (iv) Treatment of Expired Options and Unexercised Convertible
Securities. Upon the expiration of any Option or the termination of any right to
convert or exchange any Convertible Security without the exercise of any such
Option or right, the Conversion Price then in effect hereunder shall be adjusted
immediately to the Conversion Price which would have been in effect at the time
of such expiration or termination had such Option or Convertible Security, to
the extent outstanding immediately prior to such expiration or termination,
never been issued; provided that if such expiration or termination would result
in an increase in the Conversion Price then in effect, such increase shall not
be effective until 30 days after written notice thereof has been given to all
holders of the Class M Preferred Stock. For purposes of paragraph 5C, the
expiration or termination


                                      -11-
<PAGE>

of any Option or Convertible Security which was outstanding as of the date of
issuance of the Class M Preferred Stock shall not cause the conversion Price
hereunder to be adjusted unless, and only to the extent that, a change in the
terms of such Option or Convertible Security caused it to be deemed to have been
issued after the date of issuance of the Class M Preferred Stock.

            (v) Calculation of Consideration Received. If any Common Stock,
Option or Convertible Security is issued or sold or deemed to have been issued
or sold for cash, the consideration received therefor shall be deemed to be the
amount received by the Corporation therefor (net of discounts, commissions and
related expenses). If any Common Stock, Option or Convertible Security is issued
or sold for a consideration other than cash, the amount of the consideration
other than cash received by the Corporation shall be the fair value of such
consideration, except where such consideration consists of securities, in which
case the amount of consideration received by the Corporation shall be the Market
Price thereof as of the date of receipt. If any Common Stock, Option or
Convertible Security is issued to the owners of the non-surviving entity in
connection with any merger in which the Corporation is the surviving
corporation, the amount of consideration therefor shall be deemed to be the fair
value of such portion of the net assets and business of the non-surviving entity
as is attributable to such Common Stock, Option or Convertible Security, as the
case may be. The fair value of any consideration other than cash and securities
shall be determined in the reasonable good faith judgment of the board of
directors of the Corporation.

            (vi) Integrated Transactions. In case any Option is issued in
connection with the issue or sale of other securities of the Corporation,
together comprising one integrated transaction in which no specific
consideration is allocated to such Option by the parties thereto, the Option
shall be deemed to have been issued for a consideration of $.01.

            (vii) Treasury Shares. The number of shares of Common Stock
outstanding at any given time shall not include shares owned or held by or for
the account of the Corporation or any Subsidiary, and the disposition of any
shares so owned or held shall be considered an issue or sale of Common Stock.

            (viii) Record Date. If the Corporation takes a record of the holders
of Common Stock for the purpose of entitling them (a) to receive a dividend or
other distribution payable in Common Stock, Options or in Convertible Securities
or (b) to subscribe for or purchase Common Stock, Options or Convertible
Securities, then such record date shall be deemed to be the date of the issue or
sale of the shares of Common Stock deemed to have been issued or sold upon the
declaration of such dividend or upon the making of such other distribution or
the date of the granting of such right of subscription or purchase, as the case
may be.

            5D. Subdivision or Combination of Common Stock. If the Corporation
at any time subdivides (by any stock split, stock dividend, recapitalization or
otherwise) one or more classes of its outstanding shares of Common Stock into a
greater number of shares, the Conversion


                                      -12-
<PAGE>

Price in effect immediately prior to such subdivision shall be proportionately
reduced, and if the Corporation at any time combines (by reverse stock split or
otherwise) one or more classes of its outstanding shares of Common Stock into a
smaller number of shares, the Conversion Price in effect immediately prior to
such combination shall be proportionately increased.

            5E. Reorganization, Reclassification, Consolidation, Merger or Sale.
Any recapitalization, reorganization, reclassification, consolidation, merger,
sale of all or substantially all of the Corporation's assets or other
transaction, in each case which is effected in such a manner that the holders of
Common Stock are entitled to receive (either directly or upon subsequent
liquidation) stock, securities or assets with respect to or in exchange for
Common Stock, is referred to herein as an "Organic Change." Prior to the
consummation of any Organic Change, the Corporation shall make appropriate
provisions (in form and substance satisfactory to the holders of a majority of
the Class M Preferred Stock then outstanding) to insure that each of the holders
of Class M Preferred Stock shall thereafter have the right to acquire and
receive, in lieu of or in addition to (as the case may be) the shares of
Conversion Stock immediately theretofore acquirable and receivable upon the
conversion of such holder's Class M Preferred Stock, such shares of stock,
securities or assets as such holder would have received in connection with such
Organic Change if such holder had converted its Class M Preferred Stock
immediately prior to such Organic Change. In each such case, the Corporation
shall also make appropriate provisions (in form and substance satisfactory to
the holders of a majority of the Class M Preferred Stock then outstanding) to
insure that the provisions of this Section 5 and Section 6 hereof shall
thereafter be applicable to the Class M Preferred Stock (including, in the case
of any such consolidation, merger or sale in which the successor entity or
purchasing entity is other than the Corporation, an immediate adjustment of the
Conversion Price, and a corresponding immediate adjustment in the number of
shares of Conversion Stock acquirable and receivable upon conversion of Class M
Preferred Stock, if the value so reflected is less than the Market Price of the
Common Stock determined as of the date of such consolidation, merger or sale).
The Corporation shall not effect any such consolidation, merger or sale, unless
prior to the consummation thereof, the successor entity (if other than the
Corporation) resulting from consolidation or merger or the entity purchasing
such assets assumes by written instrument (in form and substance satisfactory to
the holders of a majority of the Class M Preferred Stock then outstanding), the
obligation to deliver to each such holder such shares of stock, securities or
assets as, in accordance with the foregoing provisions, such holder may be
entitled to acquire.

            5F. Certain Events. If any event occurs of the type contemplated by
the provisions of this Section 5 but not expressly provided for by such
provisions (including, without limitation, the granting of stock appreciation
rights, phantom stock rights or other rights with equity features), then the
Corporation's Board of Directors shall make an appropriate adjustment in the
Conversion Price so as to protect the rights of the holders of Class M Preferred
Stock; provided that no such adjustment shall increase the Conversion Price as
otherwise determined pursuant to this Section 5 or decrease the number of shares
of Conversion Stock issuable upon conversion of each Share of Class M Preferred
Stock.


                                      -13-
<PAGE>

            5G. Notices.

            (i) Immediately upon any adjustment of the Conversion Price, the
Corporation shall give written notice thereof to all holders of Class M
Preferred Stock, setting forth in reasonable detail and certifying the
calculation of such adjustment.

            (ii) The Corporation shall give written notice to all holders of
Class M Preferred Stock as specified in Section 2 for any liquidation and in
paragraph 3D or paragraph 3F for any redemption.

            5H. No Avoidance. If the Corporation shall enter into any
transaction for the purpose of avoiding the application of the provisions of
this Section 5, the benefits of such provisions shall nevertheless apply and be
preserved.

            Section 6. Events of Noncompliance.

            6A. Definition. An Event of Noncompliance shall have occurred if:

            (i) the Corporation fails to make any redemption payment with
respect to the Class M Preferred Stock which it is required to make hereunder,
whether or not such payment is legally permissible or is prohibited by any
agreement to which the Corporation is subject;

            (ii) the Corporation materially breaches or otherwise fails to
perform or observe any other covenant or agreement set forth herein or in the
Purchase Agreement, and such breach or failure continues for a period of 30
days; or

            (iii) the Corporation or any Subsidiary makes an assignment for the
benefit of creditors or admits in writing its inability to pay its debts
generally as they become due; or an order, judgment or decree is entered
adjudicating the Corporation or any Subsidiary bankrupt or insolvent; or any
order for relief with respect to the Corporation or any Subsidiary is entered
under the Federal Bankruptcy Code; or the Corporation or any Subsidiary
petitions or applies to any tribunal for the appointment of a custodian,
trustee, receiver or liquidator of the Corporation or any Subsidiary or of any
substantial part of the assets of the Corporation or any Subsidiary, or
commences any proceeding (other than a proceeding for the voluntary liquidation
and dissolution of a Subsidiary) relating to the Corporation or any Subsidiary
under any bankruptcy, reorganization, arrangement, insolvency, readjustment of
debt, dissolution or liquidation law of any jurisdiction; or any such petition
or application is filed, or any such proceeding is commenced, against the
Corporation or any Subsidiary and either (a) the Corporation or any such
Subsidiary by any act indicates its approval thereof, consent thereto or
acquiescence therein or (b) such petition, application or proceeding is not
dismissed within 60 days.


                                      -14-
<PAGE>

            6B. Consequences of Events of Noncompliance.

            (i) If an Event of Noncompliance (other than an Event of
Noncompliance of the type described in subparagraphs 6A(ii) or 6A(iii)) has
occurred and is continuing, the holder or holders of a majority of the Class M
Preferred Stock then outstanding may demand (by written notice delivered to the
Corporation) immediate redemption of all or any portion of the Class M Preferred
Stock owned by such holder or holders at a price per Share equal to the
Liquidation Value thereof (plus all accrued and unpaid dividends thereon). The
Corporation shall give prompt written notice of such election to the other
holders of Class M Preferred Stock (but in any event within five days after
receipt of the initial demand for redemption, and each such other holder may
demand immediate redemption of all or any portion of such holder's Class M
Preferred Stock by giving written notice thereof to the Corporation within seven
days after receipt of the Corporation's notice. The Corporation shall redeem all
Class M Preferred Stock as to which rights under this paragraph have been
exercised within 15 days after receipt of the initial demand for redemption.

            (ii) If an Event of Noncompliance (other than an Event of
Noncompliance of the type described in subparagraphs 6A(i) or 6A(ii)) has
occurred, all of the Class M Preferred Stock then outstanding shall be subject
to immediate redemption by the Corporation (without any action on the part of
the holders of the Class M Preferred Stock) at a price per Share equal to the
Liquidation Value thereof (plus all accrued and unpaid dividends thereon). The
Corporation shall immediately redeem all Class M Preferred Stock upon the
occurrence of such Event of Noncompliance.

            (iii) If any Event of Noncompliance exists, each holder of Class M
Preferred Stock shall also have any other rights which such holder is entitled
to under any contract or agreement at any time and any other rights which such
holder may have pursuant to applicable law.


                                      -15-
<PAGE>

            Section 7. Exchange of Shares.

            (i) The Corporation, at its option, may at any time exchange all or
any portion of the Shares (including any fraction of a Share) of the Class M
Preferred Stock (the "Exchange Option") for junior subordinated debentures (the
"Exchange Debentures"); provided that before exercising the Exchange Option the
Corporation will deliver to each holder of Class M Preferred Stock an opinion of
legal counsel reasonably satisfactory to the holders of a majority of the Class
M Preferred Stock that the exercise of the Exchange Option, in and of itself,
will not trigger the recognition of any material income (including, without
limitation, dividend income or original issue discount to be included in income
in subsequent periods) by such holder for any U.S. federal or state income tax
purpose. The Exchange Debentures shall mature on April 3, 2012, and shall have
other terms, including but not limited to coupons or discounts equivalent to the
dividends on the Class M Preferred Stock, put rights, redemption rights and
options and convertibility into Class A Common Stock with anti-dilution
protections, substantively equivalent to the terms herein, in the Purchase
Agreement, the Registration Agreement and in the other agreements entered into
by and among the Corporation and the holders of Class M Preferred Stock with
respect to it. If at any time the Corporation exchanges less than all of the
Shares outstanding, then such exchange shall be made ratably among the holders
thereof based upon the aggregate Liquidation Value plus all accrued and unpaid
dividends thereon of the Shares of each such holder and the aggregate
Liquidation Value plus all accrued and unpaid dividends thereon of all Shares
then issued and outstanding.

            (ii) The Corporation shall mail written notice of its proposed
exercise of an Exchange Option to each holder of Class M Preferred Stock no more
than 60 nor less than 30 days prior to the date on which such Exchange Option is
to be made.

            (iii) Upon exercise of the Exchange Option, each holder of
outstanding Shares shall receive Exchange Debentures in an aggregate principal
amount equal to the Liquidation Value of all Shares held by such holder to be
exchanged by the Corporation (together with all accrued and unpaid dividends
thereon) as of the date such exchange is effective. The Exchange Debentures
shall be duly executed and authenticated as of the date on which such exchange
is effective.


                                      -16-
<PAGE>

            Section 8. Registration of Transfer.

            The Corporation shall keep at its principal office a register for
the registration of Class M Preferred Stock. Upon the surrender of any
certificate representing Class M Preferred Stock at such place, the Corporation
shall, at the request of the record holder of such certificate, execute and
deliver (at the Corporation's expense) a new certificate or certificates in
exchange therefor representing in the aggregate the number of Shares represented
by the surrendered certificate. Each such new certificate shall be registered in
such name and shall represent such number of Shares as is requested by the
holder of the surrendered certificate and shall be substantially identical in
form to the surrendered certificate, and dividends shall accrue on the Class M
Preferred Stock represented by such new certificate from the date to which
dividends have been fully paid on such Class M Preferred Stock represented by
the surrendered certificate.

            Section 9. Replacement.

            Upon receipt of evidence reasonably satisfactory to the Corporation
(an affidavit of the registered holder shall be satisfactory) of the ownership
and the loss, theft, destruction or mutilation of any certificate evidencing
Shares of Class M Preferred Stock, and in the case of any such loss, theft or
destruction, upon receipt of indemnity reasonably satisfactory to the
Corporation (provided that if the holder is a financial institution or other
institutional investor its own agreement shall be satisfactory), or, in the case
of any such mutilation upon surrender of such certificate, the Corporation shall
(at its expense) execute and deliver in lieu of such certificate a new
certificate of like kind representing the number of Shares of such class
represented by such lost, stolen, destroyed or mutilated certificate and dated
the date of such lost, stolen, destroyed or mutilated certificate, and dividends
shall accrue on the Class M Preferred Stock represented by such new certificate
from the date to which dividends have been fully paid on such lost, stolen,
destroyed or mutilated certificate.

            Section 10. Definitions.

            "Acquisition" means the acquisition of substantially all of the
cellular telephone operations of various subsidiaries of Triton Cellular
Partners, L.P. pursuant to the Acquisition Agreement.

            "Acquisition Agreement" means that certain Asset Purchase Agreement,
dated as of November 6, 1999, among the Corporation, Triton Cellular Partners,
L.P., Triton Communications, L.L.C., Triton Cellular Alabama License Company,
L.L.C. and certain of their affiliates.

            "Change of Control" means (a) any transaction or event (including,
without limitation, any sale, transfer or issuance or series of sales, transfers
and/or issuances of Common Stock by the Corporation or any holders thereof)
which results in any Person or group of Persons (as the term "group" is used
under the Securities Exchange Act of 1934), other than the holders of Common
Stock and Class M Preferred Stock as of the date of the Purchase Agreement,
acquiring


                                      -17-
<PAGE>

"beneficial ownership" (as that term is used under the Securities Exchange Act
of 1934) of more than 50% of the Common Stock outstanding at the time of such
transaction or event, or of capital stock of the Corporation possessing the
voting power (under ordinary circumstances) to elect a majority of the
Corporation's board of directors, or (b) (i) any sale or transfer of all or
substantially all of the assets of the Corporation and its Subsidiaries on a
consolidated basis (measured either by book value in accordance with generally
accepted accounting principles consistently applied or by fair market value
determined in the reasonable good faith judgment of the Corporation's board of
directors) in any transaction or series of transactions (other than sales in the
ordinary course of business) and (ii) any merger or consolidation to which the
Corporation is a party, except for a merger in which the Corporation is the
surviving corporation, the terms of the Class M Preferred Stock are not changed
and the Class M Preferred Stock is not exchanged for cash, securities or other
property, and after giving effect to such merger no Person or group of Persons
(as the term "group" is used under the Securities Exchange Act of 1934), other
than the holders of Common Stock and Class M Preferred Stock as of the date of
the Purchase Agreement, has "beneficial ownership" (as that term is used under
the Securities Exchange Act of 1934) of more than 50% of the outstanding Common
Stock or of capital stock of the Corporation possessing the voting power (under
ordinary circumstances) to elect a majority of the Corporation's board of
directors.

            "Class T Preferred Stock" means up to $15 million aggregate
liquidation value of the Corporation's Class T Convertible Preferred Stock, par
value $.01 per share, issued to Telephone & Data Systems, Inc. pursuant to the
Class T Preferred Stock Agreement in connection with the Acquisition.

            "Class T Preferred Stock Agreement" means that certain
Recapitalization Agreement, dated as of October 31, 1999, by and between the
Corporation and Telephone & Data Systems, Inc., as amended on December 6, 1999,
as such agreement may be further amended or otherwise modified from time to
time, the other agreements and instruments entered into by the parties thereto
in connection therewith, and the certificate of designation filed with the
Secretary of State of Minnesota setting forth the rights and preferences of the
Class T Preferred Stock, all as originally executed and delivered and, except as
otherwise provided herein, as such agreements or instruments may be amended or
modified from time to time in accordance with their respective terms.

            "Common Stock" means, collectively, the Corporation's Class A Common
Stock, par value $.01 per share, the Corporation's Class B Common Stock, par
value $.01 per share, and any capital stock of any class of the Corporation
hereafter authorized which is not limited to a fixed sum or percentage of par or
stated value in respect to the rights of the holders thereof to participate in
dividends or in the distribution of assets upon any liquidation, dissolution or
winding-up of the Corporation.

            "Common Stock Deemed Outstanding" means, at any given time, the
number of shares of Common Stock actually outstanding at such time, plus the
number of shares of Common


                                      -18-
<PAGE>

Stock deemed to be outstanding pursuant to subparagraphs 5C(i) and 5C(ii) hereof
whether or not the Options or Convertible Securities are actually exercisable at
such time.

            "Conversion Stock" means shares of the Corporation's Class A Common
Stock, par value $0.01 per share; provided that if there is a change such that
the securities issuable upon conversion of the Class M Preferred Stock are
issued by an entity other than the Corporation or there is a change in the type
or class of securities so issuable, then the term "Conversion Stock" shall mean
one share of the security issuable upon conversion of the Class M Preferred
Stock if such security is issuable in shares, or shall mean the smallest unit in
which such security is issuable if such security is not issuable in shares.

            "Convertible Securities" means any stock or securities directly or
indirectly convertible into or exchangeable for Common Stock.

            "Fair Market Value" means (a) with respect to cash, the amount
thereof, (b) with respect to securities, their Market Price and (c) with respect
to any consideration other than cash or securities, its fair value as determined
by the reasonable good faith judgment of the board of directors of the
Corporation.

            "Junior Exchangeable Preferred Stock" means up to $140 million
aggregate liquidation value of the Corporation's 12 1/4% Junior Exchangeable
Preferred Stock, par value $.01 per share.

            "Junior Exchangeable Preferred Stock Agreement" means that certain
Underwriting Agreement, dated as of February 8, 2000, by and among the
Corporation, TD Securities (USA) Inc., First Union Securities, Inc. and The
Robinson-Humphrey Company, as Qualified Independent Underwriter, the other
agreements and instruments entered into by the parties thereto in connection
therewith, and the certificate of designation filed with the Secretary of State
of Minnesota setting forth the rights and preferences of the Junior Exchangeable
Preferred Stock, all as originally executed and delivered and, except as
otherwise provided herein, as such agreements or instruments may be amended or
modified from time to time in accordance with their respective terms.

            "Junior Securities" means any capital stock or other equity
securities of the Corporation, except for the Class M Preferred Stock and the
Senior Preferred Securities.

            "LIBOR" means the average (rounded upward to the nearest
one-hundredth (1/100th) of one percent (1%)) of the interest rates per annum at
which deposits in United States Dollars for a three-month period are offered to
The Toronto-Dominion Bank, in the London interbank borrowing market at
approximately 11:00 a.m. (London, England time), for the three-month period
following the Issue Date, in an amount approximately equal to the Issue Price of
the shares to be redeemed.


                                      -19-
<PAGE>

            "Liquidation Value" of any Share as of any particular date shall be
equal to $1,000.

            "Market Price" of any security means the average, over a period of
15 days consisting of the day as of which "Market Price" is being determined and
the 14 consecutive trading days prior to such day, of the closing prices of such
security's sales on the principal securities exchange on which such security may
at the time be listed, or, if there has been no sales on such exchange on any
day, the average of the highest bid and lowest asked prices on such exchange at
the end of such day, or, if on any day such security is not so listed, the
average of the representative bid and asked prices quoted in the Nasdaq National
Market System as of 4:00 P.M., New York time, or, if on any day such security is
not quoted in the Nasdaq National Market System, the average of the highest bid
and lowest asked prices on such day in the domestic over-the-counter market as
reported by the National Quotation Bureau, Incorporated, or any similar
successor organization. If at any time such security is not listed on any
securities exchange or quoted in the Nasdaq National Market System or the
over-the-counter market, the "Market Price" shall be the fair value thereof as
determined by the reasonable good faith judgment of the board of directors of
the Corporation.

            "Options" means any rights, warrants or options to subscribe for or
purchase Common Stock or Convertible Securities.

            "Person" means an individual, a partnership, a corporation, a
limited liability company, a limited liability, an association, a joint stock
company, a trust, a joint venture, an unincorporated organization and a
governmental entity or any department, agency or political subdivision thereof.

            "Public Offering" means any offering by the Corporation of its
capital stock or equity securities to the public pursuant to an effective
registration statement under the Securities Act of 1933, as then in effect, or
any comparable statement under any similar federal statute then in force.

            "Purchase Agreement" means the Preferred Stock Purchase Agreement,
dated as of April 3, 2000, by and among the Corporation and certain purchasers,
as such agreement may from time to time be amended in accordance with its terms.

            "Redemption Date" as to any Share means the date specified in the
notice of any redemption at the Corporation's option or at the holder's option
or the applicable date specified herein in the case of any other redemption;
provided that no such date shall be a Redemption Date unless the Liquidation
Value of such Share is actually paid in full on such date, and if not so paid in
full, the Redemption Date shall be the date on which such amount is fully paid.

            "Registration Agreement" means the Registration Agreement, dated as
of April 3, 2000, by and among the Corporation and certain investors, as such
agreement may be amended from time to time in accordance with its terms.


                                      -20-
<PAGE>

            "Senior Exchangeable Preferred Stock" means up to $150 million
aggregate liquidation value of the Corporation's 11 3/8% Senior Exchangeable
Preferred Stock, par value $.01 per share.

            "Senior Exchangeable Preferred Stock Agreement" means that certain
Purchase Agreement, dated as of May 7, 1998, by and among the Corporation, TD
Securities (USA) Inc., NationsBanc Montgomery Securities LLC and BancBoston
Securities Inc., the other agreements and instruments entered into by the
parties thereto in connection therewith, that certain Underwriting Agreement,
dated as of February 8, 2000, by and among the Corporation, TD Securities (USA)
Inc., First Union Securities, Inc. and The Robinson-Humphrey Company, as
Qualified Independent Underwriter, the other agreements and instruments entered
into by the parties thereto in connection therewith, and the certificate of
designation filed with the Secretary of State of Minnesota setting forth the
rights and preferences of the Senior Exchangeable Preferred Stock, all as
originally executed and delivered and, except as otherwise provided herein, as
such agreements or instruments may be amended or modified from time to time in
accordance with their respective terms.

            "Senior Preferred Securities" means, collectively, the Senior
Exchangeable Preferred Stock, the Junior Exchangeable Preferred Stock, and the
Class T Preferred Stock.

            "Senior Preferred Securities Agreements" means, collectively, the
Senior Exchangeable Preferred Stock Agreement, the Junior Exchangeable Preferred
Stock Agreement, and the Class T Preferred Stock Agreement.

            "Subsidiary" means, as applied to any Person, (i) any corporation of
which more than fifty percent (50%) of the outstanding stock (other than
directors' qualifying shares) having ordinary voting power to elect a majority
of its board of directors, regardless of the existence at the time of a right of
the holders of any class or classes of securities of such corporation to
exercise such voting power by reason of the happening of any contingency, or any
partnership or limited liability company of which more than fifty percent (50%)
of the outstanding partnership or membership interests, is at the time owned
directly or indirectly by such Person, or by one or more Subsidiaries of such
Person, or by such Person and one or more Subsidiaries of such Person, or (ii)
any other entity which is directly or indirectly controlled or capable of being
controlled by such Person, or by one or more Subsidiaries of such Person, or by
such Person and one or more Subsidiaries of such Person. For purposes of this
Certificate of Designation, if the context does not otherwise specify in respect
of which Person the term "Subsidiary" is used, the term "Subsidiary" shall refer
to a Subsidiary of the Corporation. Notwithstanding the foregoing, Subsidiary
shall not include Wireless Alliance, L.L.C., a Minnesota limited liability
company.

            Section 11. Amendment and Waiver.


                                      -21-
<PAGE>

            No amendment, modification or waiver shall be binding or effective
with respect to any provision of Sections 1 to 13 hereof without the prior
written consent of the holders of a majority of the Class M Preferred Stock
outstanding at the time such action is taken; provided that if any such
amendment, modification or waiver would adversely affect any holder of Class M
Preferred Stock relative to the holders of Class M Preferred Stock voting in
favor of such amendment, modification, or waiver, such amendment, modification
or waiver shall also require the written consent of the holders of a majority of
the outstanding Class M Preferred Stock held by all holders so adversely
affected; provided further that if any such amendment, modification or waiver is
to a provision in this Certificate of Designation that requires a specific vote
to take an action thereunder or to take an action with respect to the matters
described therein, such amendment, modification or waiver shall not be effective
unless such vote is obtained with respect to such amendment, modification or
waiver; and provided further that no change in the terms hereof may be
accomplished by merger or consolidation of the Corporation with another
corporation or entity unless the Corporation has obtained the prior written
consent of the holders of the applicable percentage of the Class M Preferred
Stock then outstanding. No other course of dealing between the Corporation and
the holder of any Class M Preferred Stock or any delay in exercising any rights
hereunder shall operate as a waiver of any rights of any such holders. For
purposes of this Certificate of Designation, Class M Preferred Stock held by the
Corporation or any Subsidiaries shall not be deemed to be outstanding.

            Section 12. Notices.

            All notices, demands or other communications to be given or
delivered under or by reason of the provisions of this Certificate of
Designation shall be in writing and shall be deemed to have been given when
delivered personally to the recipient, telecopied to the recipient (with hard
copy sent by overnight courier in the manner provided hereunder) if sent prior
to 4:00 p.m. New York time on a business day (and otherwise, on the immediately
succeeding business day), one business day after being sent to the recipient by
reputable overnight courier service (charges prepaid) or three business days
after being mailed to the recipient by certified or registered mail, return
receipt requested and postage prepaid. Such notices, demands and other
communications shall be sent (i) to the Corporation, at its principal executive
offices and (ii) to any stockholder, at such holder's address as it appears in
the stock records of the Corporation (unless otherwise indicated by any such
holder).

            Section 13. Effective Date.

            The effective date of this Certificate of Designation shall be April
3, 2000.


                                      -22-
<PAGE>

      IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Designation to be duly executed by the Sr. Vice President and CFO of the
Corporation this 30th day of March, 2000.

                                       RURAL CELLULAR CORPORATION


                                       By: /s/ Wesley E. Schultz

                                       Name:   Wesley E. Schultz

                                       Title:  Sr. V.P. & CFO


                                      -23-