<PAGE>

                   FIRST RESTATED ARTICLES OF INCORPORATION
                                      OF
                                US UNWIRED INC.


     US UNWIRED INC., a Louisiana corporation (the "Corporation"), hereby
certifies, through its undersigned officers, that the following First Restated
Articles of Incorporation contain the entire text of its original Articles of
Incorporation, as amended by all amendments thereto, and as further amended as
set forth hereinbelow in Paragraph (4), and that:

     (1)  This restatement accurately copies the original Articles of
Incorporation and all amendments thereto in effect as of the date of this
restatement without substantive change, except as made by the new amendment set
forth hereinbelow in Paragraph (4);

     (2)  The original Articles of Incorporation and each amendment thereto,
including the new amendment set forth hereinbelow in Paragraph (4), have been
effected in conformity with law;

     (3)  The Corporation's date of incorporation was September 23, 1999, and
the date of this restatement is October 23, 2000;

     (4)  This restatement contains the following new amendment:

          At a meeting of the board of directors of the Corporation held on
     October 23, 2000, pursuant to notice duly given, the board of directors of
     the Corporation, acting pursuant to Section 33A(2) of the Louisiana
     Business Corporation Law, amended the Corporation's Articles of
     Incorporation, as previously amended, by deleting therefrom the entirety of
     Paragraphs K. and L. of Article III; and

     (5)  The Corporation's First Restated Articles of Incorporation are as
     follows:

                                   Article I
                                Name; Duration

     The name of the Corporation is:

                                US Unwired Inc.

     Its duration is perpetual.

                                  Article II
                                    Purpose

     The purpose of the Corporation is to engage in any lawful activity for
which corporations may be formed under the Louisiana Business Corporation Law
("LBCL").
<PAGE>

                                  Article III
                       Capital Stock: General Provisions

     A.   Authorized Stock.  The Corporation has the authority to issue one
          ----------------
billion shares of capital stock, of which five hundred million are shares of
Class A Common Stock, par value $.0l per share, three hundred million are shares
of Class B Common Stock, par value $.0l per share, and two hundred million are
shares of preferred stock having no par value.

     B.   Common Stock.  Except as otherwise expressly provided in these
          ------------
Articles or as may be required by the LBCL notwithstanding the provisions of
these Articles, the Class A Common Stock and Class B Common Stock have
equivalent rights.  A holder of Class B Common Stock may at any time convert
each of his, her, or its shares of Class B Common Stock into one share of Class
A Common Stock.

     C.   Preferred Stock.  The preferred stock may be issued from time to time
          ---------------
in one or more series.  The Board of Directors has authority to amend the
Articles from time to time to fix the preferences, limitations and relative
rights of any series of preferred stock, and to establish, and fix variations in
relative rights as between or among series of preferred stock.  The preferences,
limitations, and relative rights so established may be amended from time to time
by the Board of Directors, subject only to any approval of the holders of any
series of preferred stock that may be required by these Articles or by the LBCL
notwithstanding the provisions of these Articles.

     D.   Voting Rights.
          -------------

          (1)  Preferred stock shall have such voting rights as are required by
the LBCL and as may be conferred by these Articles.

          (2)  Except as otherwise provided by these Articles or as may be
required by the LBCL notwithstanding the provisions of these Articles, the Class
A Common Stock and Class B Common Stock shall vote together as a single class in
the election of directors and with respect to any other matter for which
shareholder action or approval is required by these Articles or by the LBCL
notwithstanding the provisions of these Articles, even if action or approval of
the Class A or Class B Common Stock voting on such matter as a separate class is
also required.  Whether voting together as a single class or voting by class, as
the case may be, the Class A Common Stock shall have one vote per share, and the
Class B Common Stock shall have ten votes per share.

     E.   Issuance of Class B Shares.  Shares of Class B Common Stock shall not
          --------------------------
be issued unless (i) there are simultaneously issued that number of shares of
Class A Common Stock as shall be necessary to maintain, immediately following
such issuance, the same proportionate equity ownership by the two classes as
existed immediately prior to such issuance, or (ii) such shares are issued in
connection with a stock split, stock dividend or other reclassification that
complies with Article III H or the exception thereto, or (iii) holders of the
Class A Common

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Stock, voting as a separate class, and the Class B Common Stock, voting as a
separate class, shall have approved such issuance or (iv) to the 1818 Fund III,
L.P., or any of its affiliates.

     F.   Redemption of Disqualified Holders.
          ----------------------------------

          (1)  Except as may otherwise be expressly provided in these Articles
with respect to any series of preferred stock, the Corporation may at any time
redeem shares of its capital stock from any Disqualified Holder or Holders to
the extent that the ownership thereof (i) would constitute a violation of
Section 310 of the Communications Act of 1934, as such Act has been and may be
further amended, or any similar or successor federal law or regulation (a
"Violation"); or (ii) would prevent the Corporation or any subsidiary from
holding or materially delay it or any subsidiary in obtaining any governmental
license or franchise necessary to conduct any material portion of the
Corporation's Business, or materially increase the Corporation's or any
subsidiary's cost of obtaining or operating under any such license or franchise
(a "Prevention").

          (2)  The terms and conditions of any such redemption shall be as
follows:

               (i)    The number of shares to be redeemed shall be (a) the
minimum number required, in the opinion of the Board of Directors, to remove the
Violation or Prevention, as the case may be, plus (b) in the discretion of the
Board of Directors, any number of additional shares up to 15% of the number
calculated pursuant to clause (a);

               (ii)   The redemption price shall be the Fair Market Value of the
Redeemed Shares;

               (iii)  The redemption price shall be paid in cash, Redemption
Securities, or any combination thereof, as determined by the Board of Directors;

               (iv)   The shares to be redeemed shall be selected in such manner
as shall be determined by the Board of Directors, which may include selection
first of the most recently purchased shares thereof, selection by lot, or
selection in any other manner determined by the Board of Directors;

               (v)    at least 20 days' written notice of the Redemption Date
shall be given to the record holders of the shares selected to be redeemed;
provided, however, that only 10 days' written notice of the Redemption Date
shall be given to record holders if the cash or Redemption Securities necessary
to effect the redemption shall have been deposited in trust for the benefit of
such record holders and subject to immediate withdrawal by them on and after the
Redemption Date upon surrender of the stock certificates for their shares to be
redeemed; and

               (vi)   from and after the Redemption Date, any and all rights of
whatever nature (including without limitation any rights to vote or participate
in dividends declared on stock of the same class or series as such shares) with
respect to the shares selected for redemption shall cease and terminate and such
Disqualified Holders thenceforth shall be entitled only to receive the cash or
Redemption Securities payable upon redemption.

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<PAGE>

     The Board of Directors may impose other terms and conditions not
inconsistent with the foregoing.

          (3)  For purposes of this Article III F:

               (i)    "Business" means the wireless communications business
including (but without limitation) cellular, paging and personal communications
service. The foregoing description does not limit the generality of Article II.

               (ii)   "Disqualified Holder" means any holder of capital stock of
the Corporation whose holding of such stock, either individually or when taken
together with the holding of capital stock of the Corporation by any other
holder or holders, would, in the opinion of the Board of Directors, be a
Violation or a Prevention.

               (iii)  "Fair Market Value" of a share of the Corporation's stock
of any class or series means the average of the closing prices for such a share
on its principal trading market for each of the ten trading days ending on the
day preceding the day on which notice of redemption shall be given; provided,
however, that if shares of stock of such class or series are not traded on any
securities exchange registered under the Securities Exchange Act of 1934 and are
not quoted in the NASDAQ National Market, "Fair Market Value" shall be the fair
market value as of such day as determined by the Board of Directors in good
faith. Notwithstanding the foregoing, shares of Class B Common Stock shall be
deemed to have the same "Fair Market Value" as an equivalent number of shares of
Class A Common Stock.

               (iv)   "Redemption Date" means the date fixed by the Board of
Directors for the redemption of shares pursuant to this Article III F.

               (v)    "Redemption Securities" means any debt or equity
securities of the Corporation, any of its subsidiaries or affiliates or any
other entity, or any combination thereof, having such terms and conditions as
shall be approved by the Board of Directors and which, together with any cash to
be paid as part of the redemption price, in the opinion of any nationally
recognized investment banking firm selected by the Board of Directors (which may
be a firm which provides other investment banking, brokerage or other services
to the Corporation), has a value, at the time notice of redemption is given, at
least equal to the redemption price required to be paid.

          (4)  The Corporation may assign in whole or in part its redemption
rights under this Article III F to any third party, in whose hands such rights
shall become an option to purchase the shares on the same terms and conditions
as the Corporation's right of redemption.

          (5)  Notices of redemption shall be deemed to have been given at the
time deposited in the United States mail, certified or registered with return
receipt requested, properly addressed to the addresses on the books of the
Corporation and postage prepaid. Time periods that run from such notices shall
commence on the first day after notice is given.

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<PAGE>

     G.   Restoration.  Shares of Class A or Class B Common Stock that have
          -----------
converted into the other class shall be restored to authorized but unissued
shares.

     H.   Reclassifications.  No split, reverse split, stock dividend or other
          -----------------
reclassification of the Class A Common Stock shall be effected unless a
simultaneous and equivalent split, reverse split, stock dividend, or other
reclassification of the Class B Common Stock is effected, and vice versa.

     I.   Dividends.  No stock dividend on the Common Stock may be paid in any
          ---------
shares other than shares of the class to which the stock dividend pertains.
Subject to the preceding sentence, any dividends declared, whether in cash,
shares or other property, shall be paid equally to the holders of Class A Common
Stock and Class B Common Stock, on a share-for-share basis, and in the same
property.

     J.   No Preemptive Rights.  Shareholders shall not have any preemptive
          --------------------
rights.

                                  Article IV
                                 Capital Stock
                    Class B Common Stock Special Provisions

     A.   Qualified Holders.  Class B Common Stock may be held only by the
          -----------------
following holders (each of which is a "Qualified Holder"):

          (i)    Persons and entities who receive Class B Common Stock (a) in
connection with the original issuance of Class B shares or (b) as a distribution
from any such entity which received Class B Common Stock in connection with such
original issuance (each such person or entity is hereinafter referred to as a
"Founder");

          (ii)   Any natural person who is:

                 a.   a descendent (including by adoption) of a Founder, or

                 b.   the spouse or surviving spouse of a Qualified Holder;

          (iii)  Any trustee or other fiduciary, but only if and so long as (a)
the sole beneficiaries of the shares are one or more Qualified Holders, or (b)
the related trust is a charitable lead or remainder trust or similar vehicle
established by a Founder;

          (iv)   Any corporation that is not a Founder, if the entire capital
stock thereof is owned by any one or more Qualified Holders;

          (v)    Any partnership or limited liability company that is not a
Founder, whose sole partners or owners are one or more Qualified Holders;

                                       5
<PAGE>

          (vi)   Any person or entity which is designated a Qualified Holder in
accordance with the following paragraph;

          (vii)  Any organization described in Section 501(c)(3) of the Internal
Revenue Code of 1986 (or any successor provision); and

          (viii) The 1818 Fund III, L.P. or any of its affiliates.

          If a Qualified Holder ceases to be such (as would, for example, a
corporation that is not a Founder some of whose stock is transferred by a
Qualified Holder to a non-Qualified Holder; or a natural person who has been a
Qualified Holder solely by virtue of being the spouse of a Qualified Holder but
who becomes divorced from such Qualified Holder), then the shares of Class B
Common Stock owned by the former Qualified Holder shall be automatically
converted into Class A Common Stock on a share-for-share basis.  Notwithstanding
the foregoing, such unpurchased shares shall not be converted into Class A
Common Stock if within 30 days after the holder ceased to be a Qualified Holder,
the holder is designated a "Qualified Holder" by holders of a majority of the
Class B Common Stock then outstanding, in which event the unpurchased shares
shall remain Class B Common Stock and shall continue to be subject to Article
IV.  A Qualified Holder who is a natural person does not cease to be a Qualified
Holder by reason of such person's death, but transfer of such deceased person's
Class B Common Stock is subject to the automatic conversion of Article IV B.

     B.   Automatic Conversion.  Upon any sale, assignment, exchange, pledge,
          --------------------
conveyance, hypothecation transfer, donation, or other disposition of shares of
Class B Common Stock ("Transfer"), such shares shall be automatically converted,
on a share for share basis, into Class A Common Stock, unless such Transfer is
(a) to the Corporation or to a Qualified Holder or Holders, (b) pursuant to any
merger, consolidation, share exchange, or disposition of all or substantially
all of the Corporation's assets that is approved in the manner provided in
Article X A, or (c) any bona fide pledge or hypothecation of shares to secure an
obligation of the holder.

     C.   Subsequent Transfer.  If any Transfer shall not give rise to automatic
          -------------------
conversion hereunder, then any subsequent transfer by the holder or pledgor, as
the case may be, shall be subject to the terms and conditions set forth herein,
including exceptions.

     D.   Certificate Legend.  Each certificate representing shares of Class B
          ------------------
Common Stock that are subject to Article IV shall bear a legend making reference
to Article IV.

                                   Article V
                                   Directors

     A.   Number.  The number of directors constituting the full Board of
          ------
Directors shall be the greater of (a) three; (b) the number set forth in the By-
Laws of the Corporation from time to time (but no decrease in such number shall
shorten the term of an incumbent director); and (c) the number that is two times
the sum of (i) one, plus (ii) the number of directors which Preferred Stock is
entitled to elect ("Preferred Directors").

                                       6
<PAGE>

     B.   Quorum.  A quorum of directors shall consist of a majority of the
          ------
number of directors constituting the full Board of Directors.

     C.   Proxies.  Any director who is absent from a meeting of the Board or
          -------
any committee thereof may be represented by any other director, who may cast the
vote of the absent director according to the written instructions, general or
special, of the absent director.

     D.   Classification.  The Board of Directors other than Preferred
          --------------
Directors, who shall be elected and serve in accordance with the terms under
which the Preferred Stock was issued, shall be divided, with respect to the time
during which they shall hold office, into three classes as nearly equal in
number as possible, with the initial term of office of the Class I directors
expiring at the annual meeting of shareholders to be held in 2000, of the Class
II directors expiring at the next succeeding annual meeting of shareholders, and
of the Class III directors expiring at the second succeeding annual meeting,
with all such directors to hold office until their successors are elected and
qualified.  Any increase or decrease in the number of directors shall be
apportioned by the Board of Directors so that all classes of directors shall be
as nearly equal as possible.  At each annual meeting of shareholders, directors
chosen to succeed those whose terms then expire shall be elected to hold office
for a term expiring at the annual meeting of shareholders held in the third year
following the year of their election and until their successors are duly elected
and qualified.

     E.   Vacancies.  Any vacancy on the Board of Directors (including any
          ---------
vacancy resulting from an increase in the authorized number of directors, from
the removal of a director or from a failure of the shareholders to elect the
full number of authorized directors) may be filled as follows: if the vacant
position is that of a Preferred Director, the vacancy may be filled as provided
elsewhere in these Articles and if the vacant position is other than that of a
Preferred Director, the vacancy may be filled by vote of a majority of the
remaining directors who are not Preferred Directors, or, if not constituting a
quorum of the full Board of Directors other than Preferred Directors, or, if
such remaining directors have not theretofore acted, by the holders of Common
Stock at any annual or special meeting of shareholders.

     F.   Removal.  A director may be removed at any time, with or without
          -------
cause, but only by the vote of a majority of the shares that would be entitled
to elect the successor to the removed director.

                                  Article VI
                   Limitation of Liability; Indemnification

     A.   Limitation of Liability.  No director or officer of the Corporation
          -----------------------
shall be liable to the Corporation or to its shareholders for monetary damages
for breach of his or her fiduciary duty as a director or officer, provided that
the foregoing provision shall not eliminate or limit the liability of a director
of officer for (1) any breach of the director's or officer's duty of loyalty to
the Corporation or its shareholders; (2) acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law; (3)
liability for unlawful distributions of

                                       7
<PAGE>

the Corporation's assets to, or redemption or repurchase of the Corporation's
shares from, shareholders of the Corporation, under and to the extent provided
in LBCL Section 92 D; or (4) any transaction from which the director or officer
derived an improper personal benefit.

     B.   Authorization of Further Actions.  The Board of Directors may (1)
          --------------------------------
cause the Corporation to enter into contracts with its directors and officers
providing for the limitation of liability set forth in this Article to the full
extent permitted by law, (2) adopt By-Laws or resolutions, or cause the
Corporation to enter into contracts, providing for indemnification of directors
and officers and other persons (including, without limitation, directors and
officers of the Corporation's direct and indirect subsidiaries) to the full
extent permitted by law, and (3) cause the Corporation to exercise the powers
set forth in LBCL Section 83 F, notwithstanding that some or all of the members
of the Board of Directors acting with respect to the foregoing may be parties to
such contracts or beneficiaries of such By-Laws or resolutions or the exercise
of such powers.

     C.   Subsidiaries.  The Board of Directors may cause the Corporation to
          ------------
approve for its direct and indirect subsidiaries limitation of liability and
indemnification provisions comparable to the foregoing, notwithstanding that
some or all of the directors of the Corporation are also directors or officers
of such subsidiaries.

     D.   Amendment of Article VI.  Any amendment or repeal of this Article
          -----------------------
shall not adversely affect any elimination or limitation of liability or any
right to indemnification under this Article with respect to any action or
inaction occurring prior to the time of such amendment or repeal.

                                 Article VII.
                           Meetings of Shareholders

     A.   Special Meetings.  Special meetings of shareholders, for any purpose
          ----------------
or purposes, may be called in any manner set forth in the By-Laws or on any
provisions of these Articles relating to preferred stock.  In addition, at any
time, upon the written request of any shareholder or group of shareholders
holding in the aggregate at least (i) 60% of the total voting power of any
series or class, the Secretary of the Corporation shall call a special meeting
of shareholders of such series or class, or (ii) 60% of the total voting power
of the Corporation, the Secretary of the Corporation shall call a special
meeting of all shareholders of the Corporation.  Any such special meeting shall
be held at the registered office of the Corporation at such time as the
Secretary may fix, not less than 15 nor more than 60 days after the receipt of
said request, and if the Secretary shall neglect or refuse to fix such time or
to give notice of the meeting, the shareholder or shareholders making the
request may do so.  Such requests must state the specific purpose or purposes of
the proposed special meeting, and the business to be conducted thereat shall be
limited to such purpose or purposes.  Except as set forth in this Article VII,
shareholders of the Corporation shall not have the right to call or have called
special meetings of the shareholders.

     B.   Written Consents.  Whenever by any provision of law, these Articles,
          ----------------
or the Corporation's By-Laws, the affirmative vote of holders of Class A Common
Stock and Class B

                                       8
<PAGE>

Common Stock, voting together as a single class, or holders of preferred stock,
Class A Common Stock and Class B Common Stock, voting together as a single
class, is required to authorize or constitute corporate action, the consent in
writing to such corporate action signed by holders holding that proportion of
the total votes on the question which is required by these Articles or by law,
whichever requirement is higher, shall be sufficient, without necessity for a
meeting of holders of stock. Whenever by any provision of law, these Articles,
or the Corporation's By-Laws, the affirmative vote of holders of preferred stock
or Class B Common Stock, voting as a separate class, is required to authorize or
constitute corporate action, the consent in writing to such corporate action
signed by holders holding that proportion of the total votes of the preferred
stock or Class B Common Stock on the question which is required by these
Articles or by law, whichever requirement is higher, shall be sufficient,
without necessity for a meeting of holders of the preferred stock or Class B
Common Stock.

     C.   Quorum.  A majority of the total votes of any class of Common Stock or
          ------
any series of preferred stock shall constitute a quorum with respect to any
matter requiring a vote of such class or series.  A majority of the total votes
of any classes and/or series entitled to vote together as if a single class
shall constitute a quorum with respect to any matter requiring a vote of any
such classes and/or series voting as if a single class.

                                 Article VIII
                                   Reversion

     Cash, property or share dividends, shares issuable to shareholders in
connection with a reclassification of stock, and the redemption price of
redeemed shares, that are not claimed by the shareholders entitled thereto
within one year after the dividend or redemption price became payable or the
shares became issuable, despite reasonable efforts by the Corporation to pay the
dividend or redemption price or deliver the certificates for the shares to such
shareholders within such time, shall, at the expiration of such time, revert in
full ownership to the Corporation, and the Corporation's obligation to pay such
dividend or redemption price or issue such shares, as the case may be, shall
thereupon cease; provided, however, that the Board of Directors may, at any
time, for any reason satisfactory to it, but need not, authorize (1) payment of
the amount of any cash or property dividend or redemption price or (2) issuance
of any shares, ownership of which has reverted to the Corporation pursuant to
this Article, to the person or entity who or which would be entitled thereto had
such reversion not occurred.


                                  Article IX
                                    By-Laws

     A.   Adoption, Amendment and Repeal.  By-Laws of the Corporation may be
          ------------------------------
adopted, amended or repealed by the Board of Directors, subject to any power
granted by the LBCL to shareholders to change or repeal any By-Laws so adopted
or amended, which power (if granted by the LBCL) may only be exercised at any
annual or special meeting of shareholders, the notice of which expressly states
that the proposed change or repeal is to be considered at the meeting.

                                       9
<PAGE>

     B.   New Matters.  Any purported amendment to the By-Laws which would add
          -----------
thereto a matter not covered in the By-Laws prior to such purported amendment
shall be deemed to constitute the adoption of a By-Law provision and not an
amendment to the By-Laws.

                                   Article X
                Vote on Certain Transactions and Amendments to
                           Articles of Incorporation

     A.   Vote Required for Shareholder Action.  If the Board of Directors has
          ------------------------------------
in advance approved and/or recommended any proposal presented to the
shareholders, including but not limited to a proposal to approve a merger,
consolidation, share exchange, disposition of all or substantially all of the
Corporation's assets, dissolution or any amendment to these Articles of
Incorporation, by the affirmative vote of three-fourths of the number of
directors constituting the full Board of Directors, then, in addition to any
other vote required by these Articles or by the LBCL notwithstanding the
provisions of these Articles, the affirmative vote of holders of at least a
majority of the voting power present, with all classes and series voting
together as if a single class, shall be required to approve such proposal.
Otherwise, the affirmative vote of holders of at least 66 2/3% of the total
voting power, with all classes and series voting. together as if a single class,
shall be required to constitute shareholder approval of such proposal in
addition to any other vote required by these Articles or by the LBCL
notwithstanding the provisions of these Articles.  If a special vote of any
class or series of shares is required under Section 31(C) of the LBCL (or any
successor provisions) to amend the Articles of Incorporation, the requisite vote
shall be the affirmative vote of holders of at least a majority of the voting
power present of such class or series or such other vote as may be required in
the provisions of these Articles relating to such class or series.

     B.   Business Combinations and Control Share Acquisitions.  The provisions
          ----------------------------------------------------
of LBCL Sections 132 through 134 (as the same may hereafter be amended) shall
not apply to the Corporation.  The provisions of LBCL Sections 135 through 140.2
(as the same may hereafter be amended) shall not apply to control share
acquisitions of shares of the Corporation.

                                       10
<PAGE>

     IN WITNESS WHEREOF, these First Restated Articles of Incorporation are
executed in the Corporation's behalf on this 23/rd/ day of October, 2000.

                                   US UNWIRED INC.


                                   By: /s/ Robert W. Piper
                                       ------------------------------------
                                       Robert W. Piper
                                       President and Chief Executive Officer


                                   By: /s/ Thomas G. Henning
                                       ------------------------------------
                                       Thomas G. Henning
                                       Secretary

STATE OF LOUISIANA

PARISH OF CALCASIEU

     BEFORE ME, the undersigned authority, personally appeared ROBERT W. PIPER,
to me known to be the President and Chief Executive Officer of US Unwired Inc.
and the person who executed the foregoing First Restated Articles of
Incorporation in such capacity, and who, being duly sworn, acknowledged in my
presence and in the presence of the undersigned witnesses that he was authorized
to and did execute that instrument in such capacity for the said corporation, as
his and its free act and deed.

     IN WITNESS WHEREOF, the appearer and witnesses and I have hereunto affixed
our signatures on this 23/RD/ day of October, 2000.

WITNESSES:

/s/ Neil Prejean                       /s/ Robert W. Piper
---------------------------            -------------------------------
                                       Robert W. Piper

/s/ Melanie Mulcahy
---------------------------

                                /s/ Sheila King
                              ---------------------
                                 Notary Public

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