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                                                                   EXHIBIT 3.1.2


                          AMERICAN CELLULAR CORPORATION

                    CERTIFICATE OF DESIGNATION OF THE POWERS,
                       PREFERENCES AND RELATIVE, OPTIONAL
                           AND OTHER SPECIAL RIGHTS OF

                                    SERIES A
                               PREFERRED STOCK AND
              QUALIFICATIONS, LIMITATIONS AND RESTRICTIONS THEREOF

                   Pursuant to Title 8, Section 151(g) of the
                General Corporation Law of the State of Delaware

         American Cellular Corporation, a corporation organized and existing
under the General Corporation Law of the State of Delaware (the "Company"), does
hereby certify that pursuant to authority conferred upon the board of directors
of the Company (or any committee of such board of directors, the "Board of
Directors") by its Amended and Restated Certificate of Incorporation, as amended
(hereinafter referred to as the "Certificate of Incorporation") and pursuant to
the provisions of Title 8, Section 151(g) of the General Corporation Law of the
State of Delaware, said Board of Directors is authorized to issue Preferred
Stock of the Company in one or more classes or series and the Board of Directors
authorized the following Certificate of Designation:

         1. Designation. There is hereby created out of the authorized and
unissued shares of Preferred Stock, par value $.01 per share, of the Company a
series of Preferred Stock designated as the "Series A Preferred Stock" (the "A
Preferred Stock"). The number of shares constituting such series shall be
350,000 shares of A Preferred Stock, and such shares shall be represented by
stock certificates substantially in the form set forth in Exhibit A hereto. The
date the A Preferred Stock is first issued is referred to as the "Issue Date,"
regardless of the number of times transfers of such shares of A Preferred Stock
are made on records maintained by or for the Company and regardless of the
number of certificates which may be issued to evidence shares of A Preferred
Stock.

         2. Rank. The A Preferred Stock shall, with respect to dividend
distributions and distributions upon liquidation, winding-up and dissolution of
the Company, rank (i) senior to all classes of Common Stock of the Company and
to each other class of capital stock or series of Preferred Stock now
outstanding or hereafter created by the Board of Directors other than Parity
Capital Stock or Senior Capital Stock (collectively referred to herein, together
with all classes of Common Stock of the Company, as the "Junior Capital Stock"),
(ii) equally with any class of capital stock or series of Preferred Stock
hereafter created by the Board of Directors the terms of which have been
approved by the Majority Holders in accordance with Section 6(b) hereof and
which expressly provide that such class or series will rank on a parity with the
A Preferred Stock as to dividend distributions and distributions upon
liquidation, winding-up and dissolution of the Company (collectively referred to
as "Parity Capital Stock"); and (iii) junior to each class of




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capital stock or series of Preferred Stock hereafter created by the Board of
Directors the terms of which have been approved by the Majority Holders in
accordance with Section 6(b) hereof and which expressly provide that such class
or series will rank senior to the A Preferred Stock as to dividend distributions
and distributions upon liquidation, winding-up and dissolution of the Company
(collectively referred to as "Senior Capital Stock").

          3.      Dividends.

                  a. The Holders of shares of the A Preferred Stock will be
entitled to receive, when, as and if dividends are declared by the Board of
Directors, out of funds of the Company legally available therefor, cumulative
dividends in cash on each outstanding share of A Preferred Stock accruing
(whether or not earned or declared) at the rate of twelve percent (12.0 %) per
annum on the sum of the Liquidation Preference thereof plus all accrued and
unpaid dividends thereon, payable quarterly in arrears on the first Business Day
of each May, August, November and February (each, a "Dividend Payment Date") to
the Holders of record as of a date not less than 10 and not more than 60 days
preceding the relevant Dividend Payment Date, as fixed by the Board of
Directors. Except as provided herein, accrued but unpaid dividends, if any, may
be paid on such dates as determined by the Board of Directors. Dividends payable
on the A Preferred Stock will be computed on the basis of a 360-day year of
twelve 30-day months and will be deemed to accrue on a daily basis. Dividends on
the A Preferred Stock will accrue from and including the Issue Date.

                  b. Dividends on the outstanding A Preferred Stock will accrue
whether or not the Company has earnings or profits, whether or not there are
funds legally available for the payment of such dividends and whether or not
dividends are declared. Dividends which have accrued on a share of A Preferred
Stock will accumulate to the extent they are not paid on the Dividend Payment
Date for the Dividend Period to which they relate and shall remain accumulated
dividends with respect to such share of A Preferred Stock until paid to the
Holder thereof.

                  c. No dividend whatsoever shall be declared or paid upon, or
any sum set apart for the payment of dividends upon, any outstanding share of
the A Preferred Stock with respect to any Dividend Period unless all dividends
for all preceding Dividend Periods have been declared and paid upon, or declared
and a sufficient sum set apart for the payment of such dividend upon, all
outstanding shares of A Preferred Stock. All dividends paid with respect to
shares of the A Preferred Stock pursuant to this Section 3 shall be paid pro
rata to the Holders entitled thereto.

                  d. (i) So long as the Original Holder owns beneficially and of
record at least fifty percent (50%) of the shares of A Preferred Stock (as such
number may be appropriately adjusted for stock splits, stock dividends,
recapitalizations and the like with respect to the A Preferred Stock) issued to
the Original Holder on the Issue Date, without the affirmative vote or consent
of the Majority Holders, except as otherwise provided in this Section 3(d), (A)
no dividends or other distributions shall be declared or paid upon, or any sum
set apart for the payment of any dividends or other distributions upon, the
shares of Junior Capital Stock (or any warrants, rights, calls or options
exercisable for or convertible into Junior Capital Stock ) held by the Existing
Major Stockholder or an Existing Major Stockholder Affiliate and (B) no shares
of Junior Capital Stock (or any


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warrants, rights, calls or options exercisable for or convertible into any
Junior Capital Stock) shall be purchased, redeemed or otherwise acquired or
retired for value by the Company from the Existing Major Stockholder or an
Existing Major Stockholder Affiliate; and (C) no monies shall be paid into or
set apart or made available for a sinking or other like fund for the purchase,
redemption or other acquisition or retirement for value by the Company of any
shares of Junior Capital Stock (or any warrants, rights, calls or options
exercisable for or convertible into any Junior Capital Stock by the Company)
from the Existing Major Stockholder or an Existing Major Stockholder Affiliate.

                  (ii) Notwithstanding the foregoing provisions of this Section
3(d), the Company shall be entitled, without any consent or approval of the
Majority Holders being required, to declare and pay stock dividends in shares of
Common Stock on the Common Stock held by the Existing Major Stockholder or an
Existing Major Stockholder Affiliate so long as pro rata stock dividends are
being declared and paid on all classes of Common Stock then outstanding.

         4. Liquidation Rights. Upon any voluntary or involuntary liquidation,
dissolution or winding up of the Company, after payment in full of the
outstanding debt obligations of the Company, each Holder of shares of the A
Preferred Stock shall be entitled to payment (before any distribution is made on
any Junior Capital Stock, including, without limitation, Common Stock of the
Company) out of the assets of the Company available for distribution, an amount
equal to the aggregate Liquidation Preference of all shares of A Preferred Stock
held by such Holder plus an amount equal to the accrued and unpaid dividends
thereon to the date fixed for liquidation, dissolution, or winding up. If upon
any voluntary or involuntary liquidation, dissolution or winding up of the
Company the amounts available for payment to the Holders of A Preferred Stock
and the holders of Parity Capital Stock are not sufficient to pay in full the
Liquidation Amount to the Holders of A Preferred Stock and the preferential
amounts due to the holders of Parity Capital Stock, the Holders of the A
Preferred Stock and the holders of Parity Capital Stock shall share equally and
ratably in any distribution of assets of the Company in proportion to the full
liquidation preference, including accumulated and unpaid dividends, to which
each is entitled. Not less than 10 days prior to the payment date stated
therein, the Company shall mail written notice of any such liquidation,
dissolution or winding up to each record holder of A Preferred Stock, setting
forth in reasonable detail the amount of proceeds to be paid with respect to
each share of A Preferred Stock, each share of Parity Capital Stock and each
share of Junior Capital Stock in connection with such liquidation, dissolution
or winding up. Neither the voluntary sale, conveyance, exchange or transfer (for
cash, shares of stock, securities or other consideration) of all or
substantially all of the property or assets of the Company, nor the
consolidation or merger of the Company with or into one or more entities nor the
reduction of the capital stock of the Company nor any other form of
recapitalization or reorganization affecting the Company will be deemed to be a
voluntary or involuntary liquidation, dissolution or winding up of the Company,
unless such sale, conveyance, exchange, transfer, consolidation or merger shall
be in connection with the liquidation, dissolution or winding up of the Company.



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          5.      Redemption.

                  a. (i) On the tenth (10th) anniversary of the Issue Date (the
"Mandatory Redemption Date"), the Company shall redeem from any source of funds
legally available therefore, in the manner provided in this Section 5(a) (a
"Mandatory Redemption"), each share of A Preferred Stock then outstanding at a
redemption price equal to the Liquidation Preference, plus accrued and unpaid
dividends thereon (including an amount equal to a prorated dividend for the
Dividend Period from the Dividend Payment Date immediately prior to the
Mandatory Redemption Date to the Mandatory Redemption Date) (the "Mandatory
Redemption Price").

                  (ii) The Company shall mail written notice (the "Mandatory
Redemption Notice") of the Mandatory Redemption to each record Holder of A
Preferred Stock not more than 60 nor less than 30 days prior to the Mandatory
Redemption Date. The Mandatory Redemption Notice shall state: (A) the Mandatory
Redemption Price; (B) the total number of shares of A Preferred Stock being
redeemed; (C) the number of shares of A Preferred Stock held, as of the
appropriate record date, by the Holder that the Company intends to redeem; (D)
the Mandatory Redemption Date; (E) that the Holder is to surrender to the
Company, at the place or places where certificates for shares of A Preferred
Stock are to be surrendered for redemption, in the manner and at the price
designated, its certificate or certificates representing the shares of A
Preferred Stock to be redeemed; and (F) that dividends on the shares of the A
Preferred Stock to be redeemed shall cease to accrue on the Mandatory Redemption
Date unless the Company defaults in the payment of the Mandatory Redemption
Price.

                  (iii) Each Holder of A Preferred Stock shall surrender the
certificate or certificates representing such shares of A Preferred Stock to the
Company, duly endorsed, in the manner and at the place designated in the
Mandatory Redemption Notice and on the Mandatory Redemption Date. The full
Mandatory Redemption Price for such shares of A Preferred Stock shall be payable
in cash to the Person whose name appears on such certificate or certificates as
the owner thereof, and each surrendered certificate shall be canceled and
retired.

                  (iv) Unless the Company defaults in the payment in full of the
Mandatory Redemption Price, dividends on the A Preferred Stock called for
Mandatory Redemption shall cease to accumulate on the Mandatory Redemption Date,
and the Holders of such redeemed shares shall cease to have further rights with
respect thereto, from and after the Mandatory Redemption Date, other than the
right to receive the Mandatory Redemption Price, without interest.

                  b. (i) Within 30 days following the occurrence of a Change in
Control, the Company shall be required (subject to any contractual and other
restrictions with respect thereto existing on the Issue Date and the legal
availability of funds therefor) to make an offer to each Holder of A Preferred
Stock to purchase (the "Change in Control Offer") all of each Holder's A
Preferred Stock as of the date that is not more than 40 days after the date of
mailing of such Change in Control Offer (such date, the "Change in Control
Redemption Date") for a purchase price equal to the Liquidation Preference
(together with accrued and unpaid dividends to but not including the Change in
Control Redemption Date) (the "Change in Control Redemption Price").


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Notwithstanding the foregoing, the Company shall not be required to redeem each
share of A Preferred Stock following a Change in Control if any Indebtedness
outstanding as of the Issue Date which would prohibit such redemption is
outstanding upon the occurrence of a Change in Control, until such Indebtedness
is repaid, redeemed or repurchased in full, in which case the date on which all
such Indebtedness is so repaid, redeemed or repurchased, will, under this
Certificate of Designation, be deemed to be the date upon which such Change in
Control shall have occurred. Notwithstanding the foregoing provisions of this
Section 5(b), in lieu of making a Change in Control Offer, the Company may, but
shall not be obligated to, elect to redeem all of each Holder's shares of A
Preferred Stock as of a date not more than 70 days after the Change in Control
(the "Payment Date") for the Change in Control Redemption Price (the "Change in
Control Redemption") in accordance with the provisions of this Section 5(b).

                  (ii) If the Company elects to make a Change in Control Offer,
the Company shall mail written notice to each Holder of A Preferred Stock (the
"Offer to Purchase") no more than 30 days following the Change in Control
stating: (A) the offer is being made pursuant to this Section 5(b) and that all
A Preferred Stock validly tendered will be accepted for payment on a pro rata
basis; (B) the Change in Control Redemption Price and the date the Company will
purchase the A Preferred Stock tendered (which shall be a Business Day no
earlier than 30 days nor later than 40 days from the date such notice is
mailed); (C) that any A Preferred Stock not tendered will continue to accrue
dividends pursuant to its terms; (D) that, unless the Company defaults in the
payment of the Change in Control Redemption Price, any A Preferred Stock
accepted for payment pursuant to the Offer to Purchase shall cease to accrue
dividends on and after the Change in Control Redemption Date; (E) that Holders
electing to have A Preferred Stock purchased pursuant to the Offer to Purchase
will be required to surrender the A Preferred Stock to the Company or its agent
at the address specified in the Offer to Purchase prior to the close of business
on the Business Day immediately preceding the Change in Control Redemption Date,
(F) that Holders will be entitled to withdraw their election if the Company
receives, not later than the close of business on the third Business Day
immediately preceding the Change in Control Redemption Date, a telegram,
facsimile transmission or letter setting forth the name of such Holder, the
Change in Control Redemption Price of the A Preferred Stock delivered for
purchase and a statement that such Holder is withdrawing its election to have
such A Preferred Stock purchased; and (G) that Holders whose A Preferred Stock
is being purchased only in part will be issued new shares of A Preferred Stock
equal in Liquidation Preference to the unpurchased portion of the A Preferred
Stock surrendered; provided that each share of A Preferred Stock purchased and
each new share of A Preferred Stock issued shall be in a Liquidation Preference
of $1,000 or integral multiples thereof.

                  On the Change in Control Redemption Date, the Company shall
(x) accept for payment on a pro rata basis A Preferred Stock or portions thereof
validly tendered pursuant to an Offer to Purchase and (y) pay the Holder the
Change of Control Redemption Price of all A Preferred Stock or portions thereof
so accepted. The Company shall promptly mail to such Holders new shares of A
Preferred Stock equal in Liquidation Preference to any unpurchased portion of
the A Preferred Stock surrendered; provided that each share of A Preferred Stock
purchased and each new share of A Preferred Stock issued shall be in a
Liquidation Preference of $1,000 or integral multiples thereof.


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                  (iii) If the Company elects to make a Change in Control
Redemption, the Company shall mail written notice (the "Change in Control
Redemption Notice") of the Change in Control Redemption to each record Holder of
A Preferred Stock no more than 30 days following the Change in Control. The
Change in Control Redemption Notice shall state: (A) the Change in Control
Redemption Price; (B) the total number of shares of A Preferred Stock being
redeemed: (C) the number of shares of A Preferred Stock held, as of the
appropriate record date, by the Holder that the Company intends to redeem; (D)
the Payment Date; (E) that the Holder is to surrender to the Company, at the
place or places where certificates for shares of A Preferred Stock are to be
surrendered for redemption, in the manner and at the price designated, its
certificate or certificates representing the shares of A Preferred Stock to be
redeemed; and (F) that dividends on the shares of the A Preferred Stock to be
redeemed shall cease to accrue on the Payment Date unless the Company defaults
in the payment of the Change in Control Redemption Price.

         Each holder of A Preferred Stock shall surrender the certificate or
certificates representing such shares of A Preferred Stock to the Company, duly
endorsed, in the manner and at the place designated in the Change in Control
Redemption Notice and on the Payment Date. The full Change in Control Redemption
Price for such shares of A Preferred Stock shall be payable in cash to the
Person whose name appears on such certificate or certificates as the owner
thereof, and each surrendered certificate shall be canceled and retired. Unless
the Company defaults in the payment in full of the Change in Control Redemption
Price, dividends on the A Preferred Stock called shall cease to accumulate on
the Payment Date, and the Holders of such redeemed shares shall cease to have
further rights with respect thereto, from and after the Payment Date, other than
the right to receive the Change in Control Redemption Price, without interest.

                  c. (i) Subject to the rights of holders of any Senior Capital
Stock then outstanding, if the funds of the Company legally available for
redemption of shares of A Preferred Stock and other Parity Capital Stock
mandatorily redeemable by the Company on the Redemption Date or the Change in
Control Redemption Date, as applicable, 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 of A Preferred Stock and such Parity Capital
Stock based upon the full amount payable by the Company to the Holders of A
Preferred Stock and the holders of such Parity Capital Stock on such Redemption
Date or Change in Control Redemption Date, as the case may be. At any time
thereafter when additional funds of the Company are legally available for the
redemption of shares of A Preferred Stock and such Parity Capital Stock, such
funds shall immediately be used to redeem the balance of the shares which the
Company has become obligated to redeem on the Redemption Date or the Change in
Control Redemption Date, as applicable, but which it has not redeemed.

                  (ii) The Company shall not, nor shall it permit any Subsidiary
to, redeem or otherwise acquire any shares of A Preferred Stock, except as
expressly authorized herein or


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pursuant to a purchase offer made pro rata to all Holders of A Preferred Stock
on the basis of the number of shares owned by each such Holder.

                  d. (i) At any time and from time to time, the Company may in
its sole discretion redeem from any source of funds legally available therefor,
in the manner provided in this Section 5(d) (each, an "Optional Redemption"),
all or any portion of the shares of A Preferred Stock then outstanding at a
redemption price (the "Optional Redemption Price") equal to the Liquidation
Preference per each share of A Preferred Stock which is being redeemed, plus
accrued and unpaid dividends thereon (including an amount equal to a prorated
dividend for the Dividend Period from the Dividend Payment Date immediately
prior to the Optional Redemption Date (defined below) to the Optional Redemption
Date); provided, that, other than in connection with an Optional Redemption in
respect of which all shares of A Preferred Stock not previously called for
redemption are being redeemed, the Optional Redemption Price in respect of any
Optional Redemption must be at least five million dollars ($5,000,000) in the
aggregate. For purposes of this Section 5(d), "Optional Redemption Date" means
any date on which the Company consummates an Optional Redemption in accordance
with the terms hereof. In the event that the Company elects at any time to
redeem fewer than the total number of shares of A Preferred Stock then
outstanding, and at such time there is more than one Holder, such redemption
shall be made with respect to each Holder on a pro rata basis based on the
percentage of the outstanding shares of A Preferred Stock held by such Holder.

                  (ii) If the Company elects to make an Optional Redemption, the
Company shall mail written notice (the "Optional Redemption Notice") of the
Optional Redemption to the record Holder(s) of A Preferred Stock no fewer than
30 days prior to the Optional Redemption Date. The Optional Redemption Notice
shall state: (A) the Optional Redemption Price; (B) the total number of shares
of A Preferred Stock being redeemed: (C) the number of shares of A Preferred
Stock held, as of the appropriate record date, by the Holder that the Company
intends to redeem; (D) the Optional Redemption Date; (E) that the Holder is to
surrender to the Company, at the place or places where certificates for shares
of A Preferred Stock are to be surrendered for redemption, in the manner and at
the price designated, its certificate or certificates representing the shares of
A Preferred Stock to be redeemed; and (F) that dividends on the shares of the A
Preferred Stock to be redeemed shall cease to accrue on the Optional Redemption
Date unless the Company defaults in the payment of the Optional Redemption
Price.

                  Each Holder shall surrender the certificate or certificates
representing such shares of A Preferred Stock to the Company, duly endorsed, in
the manner and at the place designated in the Optional Redemption Notice. The
full Optional Redemption Price for such shares of A Preferred Stock shall be
payable in cash no more than three (3) days following the Optional Redemption
Date to the Person whose name appears on such certificate or certificates as the
owner thereof, and each surrendered certificate shall be canceled and retired.
Unless the Company defaults in the payment in full of the Optional Redemption
Price, dividends on the A Preferred Stock called for Optional Redemption shall
cease to accumulate on the Optional Redemption Date, and the Holders of such
redeemed shares shall cease to have further rights with respect thereto, from
and after the Optional Redemption Date.


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          6.      Voting Rights.

                  a. Except as otherwise provided herein or as required by law,
a Holder of A Preferred Stock, in its capacity as such, shall not be entitled to
vote on any matter. The Holders of A Preferred Stock shall not be entitled to
notice of any stockholder meetings except as may be required by law.

                  b. (i) So long as the Original Holder owns beneficially and of
record at least fifty percent (50%) of the shares of A Preferred Stock (as such
number may be appropriately adjusted for stock splits, stock dividends,
recapitalizations and the like with respect to the A Preferred Stock) issued to
the Original Holder on the Issue Date, the Company may not, without the
affirmative vote or consent of the Majority Holders:

                       (A) amend, supplement, modify, terminate, waive or
restate any of the provisions of its Certificate of Incorporation or its By-Laws
or other preferred stock agreements, or any other agreement entered into with
respect to the Capital Stock or equity securities of the Company in a way which
would materially adversely affect the rights, preferences, privileges or voting
rights of the shares of A Preferred Stock, other than in connection with the
issuance of Special Parity Stock permitted by subsection (B) below; or

                       (B) authorize, create, issue, modify the material terms
of, or change the amount of authorized or issued shares of, (x) any Senior
Capital Stock (or any securities convertible into or exchangeable for any Senior
Capital Stock), or (y) any Parity Capital Stock (or any securities convertible
into or exchangeable for any Parity Capital Stock), or (z) Indebtedness that by
its terms is convertible or exchangeable into Senior Capital Stock or Parity
Capital Stock (or any securities convertible into or exchangeable for Senior
Capital Stock or Parity Capital Stock), other than the authorization, creation
and issuance of Special Parity Stock within 90 days after the Issue Date.

                  (ii) Notwithstanding the foregoing provisions of this Section
6(b), the creation, authorization or issuance of any shares of any Junior
Capital Stock, or the increase or decrease in the amount of authorized Junior
Capital Stock of any class shall not require the affirmative vote or consent of
the Majority Holders and shall not be deemed to materially affect adversely the
rights, preferences, privileges or voting rights of shares of A Preferred Stock.

                  c. In any case in which the Holders of A Preferred Stock shall
be entitled to vote pursuant hereto or pursuant to Delaware law, each Holder of
A Preferred Stock entitled to vote with respect to such matters shall be
entitled to one vote for each share of A Preferred Stock held.

         7. Preemptive Rights. No shares of A Preferred Stock shall have any
rights of preemption whatsoever as to any securities of the Company, 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, except as may otherwise be set forth in an agreement between
the Company and one or more stockholders of the Company.


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         8. Business Day. If any payment, redemption or conversion shall be
required by the terms hereof to be made on a day that is not a Business Day,
such payment, redemption or conversion shall be made on the immediately
succeeding Business Day.

         10. Amendment, Supplement and Waiver. (a) The Company may amend this
Certificate of Designation with the affirmative vote or written consent of the
Majority Holders (including votes or consents obtained in connection with a
tender offer or exchange offer for the A Preferred Stock) and, except as
otherwise provided by applicable law, any past default or failure to comply with
any provision of this Certificate of Designation may also be waived with the
affirmative vote or written consent of the Majority Holders. Notwithstanding the
foregoing, however, without the written consent of each Holder affected, an
amendment or waiver may not (with respect to any shares of the A Preferred Stock
held by a non-consenting Holder): (i) alter the voting rights with respect to
the A Preferred Stock or reduce the number of shares of the A Preferred Stock
whose Holders must consent to an amendment, supplement or waiver, (ii) reduce
the Liquidation Preference of any share of the A Preferred Stock, (iii) reduce
the rate of or change the time for payment of dividends on any share of the A
Preferred Stock, (iv) make any share of the A Preferred Stock payable in money
other than United States dollars, (v) make any change in the provisions of this
Certificate of Designation relating to waivers of the rights of Holders of the A
Preferred Stock to receive the Liquidation Preference or (vi) make any change in
the foregoing amendment and waiver provisions.

                  (b) No change in the terms of this Certificate of Designation
may be accomplished by merger or consolidation of the Company with another
corporation or entity unless the Company has obtained the prior written consent
of the holders of the applicable number of shares of A Preferred Stock then
outstanding.

         11. Transfers. A Holder may not Transfer shares of A Preferred Stock
under any circumstances, except (i) as may be otherwise set forth in an
agreement between the Company and one or more stockholders of the Company, (ii)
to a Person who succeeds to substantially all of the assets of the Original
Holder, by operation of law or other form of acquisition or (iii) for security
interests granted with respect to all (and in no event less than all) shares of
A Preferred Stock in favor of a lender to the applicable Holder, provided, that,
the applicable Holder shall provide the Company and each other holder of Capital
Stock of the Company with at least ten (10) days' advance written notice of any
grant of security interests in the shares of A Preferred Stock owned by such
Holder.

         12. Replacement. Upon receipt of evidence reasonably satisfactory to
the Company (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 A Preferred Stock, and in the case of any such loss, theft
or destruction, upon receipt of indemnity reasonably satisfactory to the Company
(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 Company 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


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lost, stolen, destroyed or mutilated certificate and dated the date of such
lost, stolen, destroyed or mutilated certificate, and dividends shall accrue on
the A 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.

         13. Certain Definitions. As used in this Certificate of Designation,
the following terms shall have the following meanings (and (1) terms defined in
the singular have comparable meanings when used in the plural and vice versa,
(2) "including" means including without limitation, (3) "or" is not exclusive
and (4) an accounting term not otherwise defined has the meaning assigned to it
in accordance with United States generally accepted accounting principles as in
effect on the Issue Date and all accounting calculations will be determined in
accordance with such principles), unless the content otherwise requires:

         "A Preferred Stock" has the meaning given such term in Section 1
hereof.

         "Affiliate" means, as applied to the Company, any Person directly or
indirectly controlling, controlled by or under direct or indirect common control
with Company.

         "Board of Directors" has the meaning given such term in Paragraph 1
hereof.

         "Business Day" means each day which is not a Sunday, Saturday or legal
holiday in the State of Oklahoma.

         "Capital Stock" of any Person means any and all shares, interests,
rights to purchase, warrants, options, participation or other equivalents of or
interests in (however designated) equity of such Person, including any Preferred
Stock, but excluding any debt securities convertible into or exchangeable for
such equity.

         "Certificate of Designation" means this Certificate of Designation of
the Powers, Preferences and Relative, Optional and Other Special Rights of
Series A Preferred Stock and the Qualification, Limitations and Restrictions
thereof.

         "Certificate of Incorporation" has the meaning given such term in
Paragraph 1 hereof.

         "Change in Control" means (i) any "person" or "group" (within the
meaning of Section 13(d) or 14(d)(ii) on the Exchange Act) other than a member
or members of the Dobson Group becomes the ultimate "beneficial owner" (as
defined in Rule 13D-3 under the Exchange Act) of more than 35% of the total
voting power of the Voting Stock of the Company on a fully diluted basis and
such ownership represents a greater percentage of the total ultimate voting
power of the Voting Stock of the Company, on a fully diluted basis, than is held
by the Original Holder and its Affiliates on such date, or (ii) individuals who
on the Issue Date constitute the Board of Directors (together with any new
directors whose election to the Board of Directors or whose nomination for
election by the Company's stockholders was approved by a vote of at least a
majority of the members of the Board of Directors then in office who either were
members of the Board of Directors on the Issue Date or whose election or
nomination for election was previously


                                       10
<PAGE>



so approved) cease for any reason to constitute a majority of the members of the
Board of Directors then in office, or (iii) the sale, lease, transfer,
conveyance or other disposition (other than by way of merger or consolidation)
in one or a series of related transactions, of all or substantially all the
combined assets of the Company and its Restricted Subsidiaries taken as a whole,
to any Person other than a Wholly Owned Subsidiary or the Existing Major
Stockholder or any Affiliates thereof or (iv) the adoption by the Board of
Directors of a plan of liquidation or dissolution of the Company.

         "Change in Control Offer" has the meaning given such term in Section
5(b)(i) hereof.

         "Change in Control Redemption" has the meaning given such term in
Section 5(b)(i) hereof.

         "Change in Control Redemption Date" has the meaning given such term in
Section 5(b)(i) hereof.

         "Change in Control Redemption Notice" has the meaning given such term
in Section 5(b)(iii) hereof.

         "Change in Control Redemption Price" has the meaning given such term in
Section 5(b)(i) hereof.

         "Company" has the meaning given such term in Paragraph 1 hereof.

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

         "Dividend Payment Date" has the meaning given such term in Section 3(a)
hereof.

         "Dividend Period" means the Dividend Period commencing on each February
1, May 1, August 1 and November 1 and ending on the day before the following
Dividend Period; provided however that the first such Dividend Period shall
commence on the Issue Date.

         "Dobson Family" means, collectively, the Immediate Families of Russell
L. Dobson, Everett R. Dobson, Stephen T. Dobson and Robin Dobson.

         "Dobson Group" means, collectively, Dobson CC Limited Partnership, RLD,
Inc., The Everett R. Dobson Irrevocable Family Trust, the Stephen T. Dobson
Irrevocable Family Trust, the Robin L. Dobson Irrevocable Family Trust and
members of the Dobson Family.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended.

         "Existing Major Stockholder" means ACC Acquisition LLC, a Delaware
limited liability company.


                                       11
<PAGE>


         "Existing Major Stockholder Affiliate" means, as applied to the
Existing Major Stockholder, any Person directly or indirectly controlling or
controlled by the Existing Major Stockholder. For purposes of this definition, a
Family Member shall be considered an Existing Major Stockholder Affiliate.

         "Family Member" means an Existing Major Stockholder Affiliate's spouse,
child (including a stepchild or adopted child), grandchildren or parent and each
trust, family limited partnership or other entity created for the primary
benefit of any one or more of them.

         "GAAP" means generally accepted accounting principles in the United
States of America as in effect as of the Closing Date, including, without
limitation, those set forth in the opinions and pronouncements of the Accounting
Principles Board of the American Institute of Certified Public Accountants and
statements and pronouncements of the Financial Accounting Standards Board or in
such other statements by such other entity as approved by a significant segment
of the accounting profession.

         "Holders" means the holders from time to time of shares of A Preferred
Stock, and the term "Holder" means any one of them.

         "Immediate Family" means, with respect to any Person, such Person's
spouse, parents, spouse's parents, siblings, children, stepchildren, adopted
children and grandchildren.

         "Indebtedness" means, with respect to any Person at any date of
determination (without duplication), (i) all indebtedness of such Person for
borrowed money, and (ii) all obligations of such Person evidenced by bonds,
debentures, notes or other similar instruments; provided (A) that the amount
outstanding at any time of any Indebtedness issued with original issue discount
is the face amount of such Indebtedness less the unamortized portion of the
original issue discount of such Indebtedness at the time of its issuance as
determined in conformity with GAAP, (B) money borrowed at the time of the
Incurrence of any Indebtedness in order to pre-fund the payment of interest on
such Indebtedness shall be deemed not to be "Indebtedness" and (C) that
Indebtedness shall not include any liability for federal, state, local or other
taxes.

         "Issue Date" has the meaning given such term in Section 1 hereof.

         "Junior Capital Stock" has the meaning given such term in Section 2
hereof.

         "Lien" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest, right of first refusal or right of others therein, or
encumbrance of any nature whatsoever in respect of such asset.

         "Liquidation Preference" means, in respect of each share of A Preferred
Stock, the sum of One Thousand Dollars ($1,000.00) plus the dollar amount of all
accrued but unpaid dividends on the A Preferred Stock, appropriately adjusted
for stock splits, stock dividends, recapitalizations and the like with respect
to the A Preferred Stock.


                                       12
<PAGE>


         "Majority Holders" means as of a given date, the Holders of a majority
of the shares of A Preferred Stock outstanding on such date.

         "Mandatory Redemption" has the meaning given such term in Section
5(a)(i) hereof.

         "Mandatory Redemption Date" has the meaning given such term in Section
5(a)(i) hereof.

         "Mandatory Redemption Notice" has the meaning given such term in
section 5(a)(ii) hereof.

         "Mandatory Redemption Price" has the meaning given such term in Section
5(a)(i) hereof.

         "Offer to Purchase" has the meaning given such term in Section 5(b)(ii)
hereof.

         "Optional Redemption" has the meaning given such term in Section
5(d)(i) hereof.

         "Optional Redemption Date" has the meaning given such term in Section
5(d)(I) hereof.

         "Optional Redemption Notice" has the meaning given such term in Section
5(d)(ii) hereof.

         "Optional Redemption Price" has the meaning given such term in Section
5(d)(ii) hereof.

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

         "Original Holder" means Dobson Communications Corporation.

         "Parity Capital Stock" has the meaning given such term in Section 2
hereof.

         "Payment Date" has the meaning given such term in Section 5(b)(i)
hereof.

         "Person" means any individual, corporation, partnership, joint venture,
limited liability company, association, joint-stock company, trust,
unincorporated organization, government or any agency or political subdivision
thereof or any other entity.

         "Preferred Stock", as applied to the Capital Stock of any corporation,
means Capital Stock of any class or classes (however designated) which is
preferred as to the payment of dividends, or as to the distribution of assets
upon any voluntary or involuntary liquidation or dissolution of such
corporation, over shares of Capital Stock of any other class of such
corporation.

         "Senior Capital Stock" has the meaning given in Section 2.


                                       13
<PAGE>


         "Special Parity Stock" means shares of Preferred Stock of the Company
authorized for issue by the Board of Directors the material powers, preferences
and relative, optional and other rights of which are, taken as a whole, no more
favorable to the holder thereof as those of the A Preferred Stock and which
expressly provide that such shares rank on a parity with the A Preferred Stock
as to dividend distributions and distributions upon liquidation, winding-up and
dissolution of the Company; provided, if such shares are being issued pursuant
to the conversion provisions of any Indebtedness or Convertible Securities, such
shares will constitute Special Parity Stock only if the issuance of such
Indebtedness or Convertible Securities shall have been approved by the Majority
Holders.

         "Subsidiary"/"Subsidiaries" means any corporation, partnership, limited
liability company, association or other business entity of which (i) if a
corporation, a majority of the total voting power of shares of stock entitled
(without regard to the occurrence of any contingency) to vote in the election of
directors, managers or trustees thereof is at the time owned or controlled,
directly or indirectly, by the Company or one or more of the other Subsidiaries
of the Company or a combination thereof, or (ii) if a partnership, limited
liability company, association or other business entity, a majority of the
ownership interests therein is at the time owned or controlled, directly or
indirectly, by the Company or one or more Subsidiaries of that person or a
combination thereof. For purposes hereof, the Company shall be deemed to have a
majority ownership interest in a partnership, limited liability company,
association or other business entity if the Company shall be allocated a
majority of partnership, limited liability company, association or other
business entity gains or losses or shall be or control the managing general
partner of such partnership, association or other business entity or a manager
of such limited liability company.

         "Trading Day" means, in respect of any securities exchange or
securities market, each Monday, Tuesday, Wednesday, Thursday and Friday, other
than any day on which securities are not traded on the applicable securities
exchange or in the applicable securities market.

         "Transfer" means assign, bequeath, convey, create or suffer to exist a
Lien upon, encumber, gift, grant, hypothecate, issue, mortgage, place in trust,
pledge, sell, transfer or otherwise dispose of, in each case whether directly or
indirectly, voluntarily or involuntarily (including by testamentary or intestate
succession), by operation of law or otherwise.

         "Voting Stock" means, with respect to any Person, capital stock of any
class or kind ordinarily having the power to vote for the election of directors,
managers or other voting members of the governing body of such Person.



                                       14
<PAGE>




         IN WITNESS WHEREOF, said American Cellular Corporation, has caused this
Certificate of Designation to be signed by Everett Dobson, its President, as of
the 29th day of June, 2001.

                                              AMERICAN CELLULAR CORPORATION


                                              By  /s/ EVERETT R. DOBSON
                                                -------------------------------
                                                Name:  Everett Dobson
                                                Title: President



                                       15
<PAGE>


                                    EXHIBIT A


                        FORM OF SERIES A PREFERRED STOCK


                                FACE OF SECURITY


                  THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")
OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. SUCH SHARES MAY NOT BE
OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN
THE ABSENCE OF SUCH REGISTRATION OTHER THAN PURSUANT TO AN EXEMPTION FROM SUCH
REGISTRATION REQUIREMENTS.


Certificate Number                                  Number of Shares of Series A
                                                                 Preferred Stock


                         Series A Preferred Stock (par
             value $1.00 per share) (Liquidation Preference $1,000
                     per share of Series A Preferred Stock,
                       plus accrued but unpaid dividends)

                                       of

                          American Cellular Corporation


         American Cellular Corporation, a Delaware corporation (the "Company"),
hereby certifies that __________ (the "Holder") is the registered owner of
________ fully paid and non-assessable preferred securities of the Company
designated the Series A Preferred Stock (par value $1.00) (liquidation
preference $1,000 per share of A Preferred Stock) (the "A Preferred Stock"). The
designation, rights, privileges, restrictions, preferences and other terms and
provisions of the A Preferred Stock represented hereby are issued and shall in
all respects be subject to the provisions of the Certificate of Designation
dated as of June 29, 2001, as the same may be amended from time to time (the
"Certificate of Designation"). Capitalized terms used herein but not defined
shall have the meaning given them in the Certificate of Designation. The

<PAGE>


Company will provide a copy of the Certificate of Designation to a Holder
without charge upon written request to the Company at its principal place of
business.

         Reference is hereby made to select provisions of the A Preferred Stock
set forth on the reverse hereof, and to the Certificate of Designation, which
select provisions and the Certificate of Designation shall for all purposes have
the same effect as if set forth at this place.

         Upon receipt of this certificate, the Holder is bound by the
Certificate of Designation and is entitled to the benefits thereunder.

         IN WITNESS WHEREOF, the Company has executed this certificate this
______ day of ____________________, 2001

                                             AMERICAN CELLULAR CORPORATION


                                             By:
                                                --------------------------------
                                                Name:
                                                Title:


<PAGE>

                               REVERSE OF SECURITY


         Dividends on each share of A Preferred Stock shall be payable at a rate
per annum set forth in the face hereof or as provided in the Certificate of
Designation.

         The shares of A Preferred Stock shall be redeemable as provided in the
Certificate of Designation.

         As required under Delaware law, the Company shall furnish to any Holder
upon request and without charge, a full summary statement of the designations,
voting rights preferences, limitations and special rights of the shares of each
class or series authorized to be issued by the Company so far as they have been
fixed and determined and the authority of the Board of Directors to fix and
determine the designations, voting rights, preferences, limitations and special
rights of the class and series of shares of the Company.