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                                                                   Exhibit 10.13

                         ARCH COMMUNICATIONS GROUP, INC.

                          EXECUTIVE RETENTION AGREEMENT

     THIS RETENTION AGREEMENT by and between Arch Communications  Group, Inc., a
Delaware corporation (the "Company"), and _________________ (the "Executive") is
made as of February 27, 1998 (the "Effective Date").

     WHEREAS,   the  Company   recognizes   that,  as  is  the  case  with  many
publicly-held  corporations,  the  possibility  of a change  in  control  of the
Company  exists and that such  possibility,  and the  uncertainty  and questions
which  it may  raise  among  key  personnel,  may  result  in the  departure  or
distraction   of  key  personnel  to  the  detriment  of  the  Company  and  its
stockholders, and

     WHEREAS, the Board of Directors of the Company (the "Board") has determined
that appropriate  steps should be taken to reinforce and encourage the continued
employment  and  dedication of the Company's key personnel  without  distraction
from the  possibility  of a change in control of the Company and related  events
and circumstances.

     NOW, THEREFORE,  as an inducement for and in consideration of the Executive
remaining in its employ, the Company agrees that the Executive shall receive the
severance  benefits  set forth in this  Agreement  in the event the  Executive's
employment  with the Company is  terminated  under the  circumstances  described
below subsequent to a Change in Control (as defined in Section 1.1).

     1.   KEY DEFINITIONS.

     As used herein,  the following  terms shall have the  following  respective
     meanings:

          1.1  "CHANGE IN CONTROL" means:

               (a) the acquisition by an individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities  Exchange Act of 1934,
as amended (the  "Exchange  Act")) (a "Person") of  beneficial  ownership of any
capital  stock  of  the  Company  if,  after  such   acquisition,   such  Person
beneficially  owns  (within  the  meaning  of Rule 13d-3  promulgated  under the
Exchange Act) more than 50% of either (i) the then-outstanding  shares of common
stock of the  Company  (the  "Outstanding  Company  Common  Stock")  or (ii) the
combined voting power of the then-outstanding securities of the Company entitled
to vote generally in the election of directors (the "Outstanding  Company Voting
Securities");  provided,  however, that for purposes of this subsection (a), the
following  acquisitions  shall  not  constitute  a Change  in  Control:  (i) any
acquisition  directly from the Company (excluding an acquisition pursuant to the
exercise,  conversion or exchange of any security  exercisable for,  convertible
into or  exchangeable  for common  stock or voting  securities  of the  Company,
unless the Person  exercising,  converting or exchanging such security  acquired
such  security  directly  from the  Company  or an  underwriter  or agent of the
Company),  (ii) any  acquisition  by the Company,  (iii) any  acquisition by any
employee  benefit plan (or related trust) sponsored or maintained by the Company
or any  corporation  controlled by the Company,  or (iv) any  acquisition by any

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corporation  pursuant to a transaction which complies with clauses (i), (ii) and
(iii) of subsection (c) of this Section 1.1; or

               (b)  individuals  who,  as of the  date  hereof,  constitute  the
members  of the Board  (the  "Incumbent  Directors")  ceasing  for any reason to
constitute  at  least a  majority  of the  Board;  provided,  however,  that any
individual  becoming a director  of the  Company  subsequent  to the date hereof
whose election,  or nomination for election,  by the Company's  stockholders was
approved by a vote of at least a majority  of the  Incumbent  Directors  then in
office  shall be deemed to be an  Incumbent  Director  (except that this proviso
shall not apply to any individual whose initial election as a director occurs as
a result  of an  actual or  threatened  election  contest  with  respect  to the
election or removal of directors or other actual or threatened  solicitation  of
proxies or consents by or on behalf of a Person other than the Board); or

               (c) the consummation of a reorganization, merger or consolidation
involving the Company or a sale or other disposition of all or substantially all
of the assets of the Company (a  "Business  Combination"),  unless,  immediately
following such Business  Combination,  each of the following three conditions is
satisfied: (i) all or substantially all of the individuals and entities who were
the beneficial  owners of the  Outstanding  Company Common Stock and Outstanding
Company  Voting  Securities  immediately  prior  to  such  Business  Combination
beneficially own, directly or indirectly,  more than 50%of the  then-outstanding
shares of common  stock and the combined  voting  power of the  then-outstanding
securities   entitled  to  vote   generally  in  the   election  of   directors,
respectively,  of the  resulting  or  acquiring  corporation  in  such  Business
Combination (which shall include,  without limitation,  a corporation which as a
result  of  such  transaction  owns  the  Company  or  substantially  all of the
Company's  assets  either  directly or through one or more  subsidiaries)  (such
resulting  or  acquiring  corporation  is referred  to herein as the  "Acquiring
Corporation")  in  substantially   the  same  proportions  as  their  ownership,
immediately  prior to such  Business  Combination,  of the  Outstanding  Company
Common Stock and Outstanding  Company Voting Securities,  respectively,  (ii) no
Person  (excluding the Acquiring  Corporation  or any employee  benefit plan (or
related  trust)  maintained  or  sponsored  by the  Company or by the  Acquiring
Corporation) beneficially owns, directly or indirectly,  50% or more of the then
outstanding  shares  of common  stock of the  Acquiring  Corporation,  or of the
combined  voting  power  of  the  then-outstanding  voting  securities  of  such
corporation  (except  to the extent  that such  ownership  existed  prior to the
Business  Combination)  and  (iii) a  majority  of the  members  of the board of
directors of the Acquiring  Corporation were Incumbent  Directors at the time of
the execution of the initial agreement, or of the action of the Board, providing
for such Business Combination; or

               (d)  approval  by the  stockholders  of the Company of a complete
liquidation or dissolution of the Company.

          1.2 "Change in Control  Date" means the first date during the Term (as
defined  in Section 2) on which a Change in  Control  occurs.  Anything  in this
Agreement to the contrary  notwithstanding,  if (a) a Change in Control  occurs,
(b) the Executive's  employment with the Company is terminated prior to the date
on which the Change in Control occurs, and (c) it is reasonably  demonstrated by
the Executive  that such  termination  of employment (i) was at the request of a
third  party who has taken  steps  reasonably  calculated  to effect a Change in
Control or (ii)  otherwise  arose in  connection  with or in  anticipation  of a


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Change in  Control,  then for all  purposes  of this  Agreement  the  "Change in
Control  Date"  shall  mean  the  date  immediately  prior  to the  date of such
termination of employment.

          1.3 "Cause" means:

               (a)  the   Executive's   willful   and   continued   failure   to
substantially perform his or her reasonable assigned duties as an officer of the
Company (other than any such failure  resulting from  incapacity due to physical
or mental illness or any failure after the Executive gives notice of termination
for Good  Reason),  which  failure  is not cured  within 30 days after a written
demand for  substantial  performance is received by the Executive from the Board
which  specifically  identifies  the  manner  in which the  Board  believes  the
Executive has not substantially performed the Executive's duties; or

               (b) the  Executive's  willful  engagement  in illegal  conduct or
gross misconduct which is materially and demonstrably injurious to the Company.

     For purposes of this Section 1.3, no act or failure to act by the Executive
shall be considered  "willful"  unless it is done, or omitted to be done, in bad
faith and without  reasonable belief that the Executive's action or omission was
in the best interests of the Company.

          1.4  "GOOD  REASON"  means the  occurrence,  without  the  Executive's
written consent,  of any of the events or circumstances set forth in clauses (a)
through  (g)[h]  below.  Notwithstanding  the  occurrence  of any such  event or
circumstance,  such occurrence shall not be deemed to constitute Good Reason if,
prior to the Date of Termination specified in the Notice of Termination (each as
defined in Section 3.2(a)) given by the Executive in respect thereof, such event
or  circumstance  has been fully corrected and the Executive has been reasonably
compensated for any losses or damages  resulting  therefrom  (provided that such
right of  correction  by the  Company  shall only  apply to the first  Notice of
Termination for Good Reason given by the Executive):

               (a) any material reduction in the Executive's  titles,  reporting
requirements,  authority or  responsibilities  from those in effect  immediately
prior to the earliest to occur of (i) the Change in Control Date,  (ii) the date
of the execution by the Company of the initial  written  agreement or instrument
providing  for the Change in Control  or (iii) the date of the  adoption  by the
Board of Directors of a resolution providing for the Change in Control (with the
earliest to occur of such dates referred to herein as the "Measurement Date");

               (b) a  reduction  in the  Executive's  annual  base  salary as in
effect  on the  Measurement  Date or as the same may be  increased  from time to
time;

               (c) the  failure  by the  Company to (i)  continue  in effect any
material  compensation or benefit plan or program  (including without limitation
any life  insurance,  medical,  health and accident or  disability  plan and any
vacation   program  or  policy)  (a  "Benefit  Plan")  in  which  the  Executive
participates  or which is applicable to the Executive  immediately  prior to the
Measurement  Date,  unless an  equitable  arrangement  (embodied  in an  ongoing
substitute  or  alternative  plan) has been made  with  respect  to such plan or
program,  (ii)  continue  the  Executive's  participation  therein  (or in  such


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substitute or alternative  plan) on a basis not materially less favorable,  both
in terms of the amount of  benefits  provided  and the level of the  Executive's
participation   relative  to  other   participants,   than  the  basis  existing
immediately  prior to the  Measurement  Date or (iii) award cash  bonuses to the
Executive in amounts and in a manner substantially consistent with past practice
in light of the Company's financial performance;

               (d) a  change  by  the  Company  in the  location  at  which  the
Executive  performs the  Executive's  principal  duties for the Company to a new
location  that is both (i)  outside  a radius of 35 miles  from the  Executive's
principal residence immediately prior to the Measurement Date and (ii) more than
20 miles from the location at which the Executive  performs his or her principal
duties  for  the  Company  immediately  prior  to  the  Measurement  Date;  or a
requirement  by the Company that the Executive  travel on Company  business to a
substantially  greater extent than required immediately prior to the Measurement
Date;

               (e) the failure of the Company to obtain the agreement, in a form
reasonably  satisfactory to the Executive,  from any successor to the Company to
assume and agree to perform this Agreement, as required by Section 6.1;

               (f) a purported  termination of the Executive's  employment which
is not effected pursuant to a Notice of Termination  satisfying the requirements
of Section  3.2(a),  which  purported  termination  shall not be  effective  for
purposes of this Agreement; or

               (g) any failure of the Company to pay or provide to the Executive
any portion of the  Executive's  compensation  or benefits due under any Benefit
Plan within seven days of the date such compensation or benefits are due, or any
material  breach by the Company of any  employment  agreement with the Executive
[add following for Ed Baker only:

               or (h) the Executive  does not become the Chief  Executive of the
entity that controls the Company].

     The  Executive's  right to terminate his or her  employment for Good Reason
shall  not be  affected  by his or her  incapacity  due to  physical  or  mental
illness.

          1.5  "DISABILITY"  means the  Executive's  absence from the  full-time
performance  of the  Executive's  duties with the  Company  for 180  consecutive
calendar days as a result of incapacity due to mental or physical  illness which
is determined  to be total and permanent by a physician  selected by the Company
or its  insurers  and  acceptable  to the  Executive  or the  Executive's  legal
representative.

     2. TERM OF AGREEMENT. This Agreement, and all rights and obligations of the
parties  hereunder,  shall take effect upon the Effective  Date and shall expire
upon the first to occur of (a) the  expiration of the Term (as defined below) if
a Change in Control  has not  occurred  during the Term,  (b) the date 12 months
after the Change in Control  Date,  if the  Executive  is still  employed by the
Company as of such later date, or (c) the  fulfillment  by the Company of all of
its obligations under Sections 4 and 5.2 if the Executive's  employment with the
Company terminates within 12 months following the Change in Control Date. "Term"
shall mean the period  commencing  as of the  Effective  Date and  continuing in
effect through December 31, 2002; provided,  however, that commencing on January
1, 2003 and each January 1 thereafter,  the Term shall be automatically extended
for one  additional  year unless,  not later than 90 days prior to the scheduled


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expiration of the Term (or any extension thereof),  the Company shall have given
the Executive written notice that the Term will not be extended.

     3. EMPLOYMENT STATUS; TERMINATION FOLLOWING CHANGE IN CONTROL.

          3.1 NOT AN EMPLOYMENT CONTRACT.  The Executive  acknowledges that this
Agreement  does not constitute a contract of employment or impose on the Company
any  obligation to retain the  Executive as an employee and that this  Agreement
does not prevent the Executive from  terminating  employment at any time. If the
Executive's   employment  with  the  Company   terminates  for  any  reason  and
subsequently  a Change  in  Control  shall  occur,  the  Executive  shall not be
entitled to any  benefits  hereunder  except as otherwise  provided  pursuant to
Section 1.2.

          3.2 TERMINATION OF EMPLOYMENT.

               (a) If the Change in Control  Date  occurs  during the Term,  any
termination  of the  Executive's  employment  by the Company or by the Executive
within 12 months  following  the Change in Control  Date  (other than due to the
death of the Executive)  shall be  communicated by a written notice to the other
party hereto (the "Notice of Termination"),  given in accordance with Section 7.
Any Notice of Termination shall: (i) indicate the specific termination provision
(if any) of this Agreement relied upon by the party giving such notice,  (ii) to
the  extent   applicable,   set  forth  in  reasonable   detail  the  facts  and
circumstances  claimed to  provide a basis for  termination  of the  Executive's
employment  under the  provision  so  indicated  and (iii)  specify  the Date of
Termination (as defined below). The effective date of an employment  termination
(the "Date of Termination") shall be the close of business on the date specified
in the Notice of  Termination  (which  date may not be less than 15 days or more
than 120 days after the date of delivery of such Notice of Termination),  in the
case of a termination  other than one due to the Executive's  death, or the date
of the Executive's death, as the case may be.

               (b) The failure by the  Executive  or the Company to set forth in
the  Notice of  Termination  any fact or  circumstance  which  contributes  to a
showing of Good  Reason or Cause shall not waive any right of the  Executive  or
the Company,  respectively,  hereunder or preclude the Executive or the Company,
respectively,  from  asserting  any such fact or  circumstance  in enforcing the
Executive's or the Company's right hereunder.

               (c) Any Notice of Termination for Cause given by the Company must
be given within 90 days of the  occurrence  of the  event(s) or  circumstance(s)
which  constitute(s)  Cause.  Prior to any Notice of Termination for Cause being
given (and prior to any  termination for Cause being  effective),  the Executive
shall be  entitled  to a  hearing  before  the  Board  at  which he may,  at his
election,  be  represented  by counsel  and at which he shall have a  reasonable
opportunity  to be heard.  Such  hearing  shall be held on not less than 15 days
prior written notice to the Executive stating the Board's intention to terminate
the  Executive  for Cause and  stating  in detail  the  particular  event(s)  or
circumstance(s) which the Board believes constitutes Cause for termination.  Any
such Notice of Termination for Cause must be approved by an affirmative  vote of
the Board of Directors.


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          (d) Any  Notice  of  Termination  for  Good  Reason  given by the
Executive  must be given  within 90 days of the  occurrence  of the  event(s) or
circumstance(s) which constitute(s) Good Reason.

     4.   BENEFITS TO EXECUTIVE.

          4.1 STOCK  ACCELERATION.  If the Change in Control Date occurs  during
the Term,  then,  effective  upon the Change in Control Date,  each  outstanding
option to purchase  shares of Common Stock of the Company held by the  Executive
shall become ( to the extent it is not already) immediately exercisable in full.

          4.2 COMPENSATION. If the Change in Control Date occurs during the Term
and the  Executive's  employment  with the Company  terminates  within 12 months
following  the Change in Control Date,  the  Executive  shall be entitled to the
following benefits:

               (a)  TERMINATION  WITHOUT  CAUSE  OR  FOR  GOOD  REASON.  If  the
Executive's employment with the Company is terminated by the Company (other than
for Cause,  Disability  or Death) or by the  Executive for Good Reason within 12
months  following  the  Change in  Control  Date,  then the  Executive  shall be
entitled to the following benefits:

                    (i) the Company  shall pay to the Executive in a lump sum in
cash within 30 days after the Date of Termination the aggregate of the following
amounts:

                         (1) the sum of (A) the Executive's  base salary through
the Date of Termination (to the extent not previously  paid), (B) the product of
(x) the annual  bonus paid or payable  (including  any bonus or portion  thereof
which has been earned but deferred) for the most recently  completed fiscal year
and (y) a fraction,  the numerator of which is the number of days in the current
fiscal year through the Date of  Termination,  and the  denominator  of which is
365, and (C) the amount of any compensation previously deferred by the Executive
(together  with any  accrued  interest  or  earnings  thereon)  and any  accrued
vacation  pay,  in each case to the extent not  previously  paid (the sum of the
amounts  described in clauses (A), (B) and (C) shall be hereinafter  referred to
as the "Accrued Obligations"); and

                         (2) the amount equal to (A) three multiplied by (B) the
sum of (x) the Executive's annual base salary in effect on the Change in Control
Date and (y) the average  bonus paid for the three  calendar  years  immediately
preceding the calendar year during which the Change in Control Date occurs.

                    (ii) for 12 months  after the Date of  Termination,  or such
longer period as may be provided by the terms of the appropriate plan,  program,
practice  or policy,  the  Company  shall  continue  to provide  benefits to the
Executive  and the  Executive's  family at least equal to those which would have
been provided to them if the Executive's employment had not been terminated,  in
accordance with the applicable  Benefit Plans in effect on the Measurement  Date
or, if more  favorable to the Executive and his family,  in effect  generally at
any time thereafter with respect to other peer executives of the Company and its
affiliated  companies;   provided,   however,  that  if  the  Executive  becomes
reemployed  with  another  employer  and is  eligible  to receive  substantially
equivalent benefits under another  employer-provided  plan, on terms at least as


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favorable to the Executive  and his family,  then the Company shall no longer be
required to provide the benefits described in this clause (ii);

                    (iii) to the extent not  previously  paid or  provided,  the
Company  shall  timely  pay or  provide to the  Executive  any other  amounts or
benefits  required to be paid or provided or which the  Executive is eligible to
receive  following the  Executive's  termination  of employment  under any plan,
program,  policy,  practice,  contract  or  agreement  of the  Company  and  its
affiliated  companies  (such other  amounts and  benefits  shall be  hereinafter
referred to as the "Other Benefits"); and

                    (iv) for purposes of  determining  eligibility  (but not the
time of commencement of benefits) of the Executive for retiree benefits to which
the Executive is entitled,  the  Executive  shall be considered to have remained
employed by the Company until 12 months after the Date of Termination.

               (b)  RESIGNATION  WITHOUT GOOD REASON;  TERMINATION  FOR DEATH OR
DISABILITY.  If the Executive  voluntarily  terminates his  employment  with the
Company  within 12 months  following  the Change in Control  Date,  excluding  a
termination for Good Reason,  or if the Executive's  employment with the Company
is terminated by reason of the Executive's  death or Disability within 12 months
following  the  Change  in  Control  Date,  then the  Company  shall (i) pay the
Executive (or his estate,  if applicable),  in a lump sum in cash within 30 days
after the Date of  Termination,  the Accrued  Obligations and (ii) timely pay or
provide to the Executive the Other Benefits.

               (c)  TERMINATION  FOR  CAUSE.  If  the  Company   terminates  the
Executive's employment with the Company for Cause within 12 months following the
Change in Control Date, then the Company shall (i) pay the Executive,  in a lump
sum in cash  within 30 days  after the Date of  Termination,  the sum of (A) the
Executive's  annual base  salary  through  the Date of  Termination  and (B) the
amount of any compensation previously deferred by the Executive, in each case to
the extent not previously  paid, and (ii) timely pay or provide to the Executive
the Other Benefits.

          4.3 TAXES.

               (a) Notwithstanding any other provision of this Agreement, in the
event that the Company  undergoes a "Change in Ownership or Control" (as defined
below),  the Company  shall not be  obligated to provide to the  Executive  such
portion of any  "Contingent  Compensation  Payments" (as defined below) that the
Executive  would  otherwise be entitled to receive as would  constitute  "excess
parachute  payments" (as defined in Section  280G(b)(1) of the Internal  Revenue
Code of 1986, as amended (the "Code")) for the  Executive.  For purposes of this
Section  4.3,  the  Contingent  Compensation  Payments  so  eliminated  shall be
referred to as the "Eliminated Payments" and the aggregate amount (determined in
accordance with Proposed Treasury  Regulation  Section  1.280G-1,  Q/A-30 or any
successor provision) of the Contingent Compensation Payments so eliminated shall
be referred to as the "Eliminated Amount."

               (b)  Notwithstanding  the provisions of Section  4.3(a),  no such
reduction  in payments or benefits  shall be made if (i) the  Eliminated  Amount


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(computed  without regard to this sentence)  exceeds (ii) the aggregate  present
value  (determined  in accordance  with  Proposed  Treasury  Regulation  Section
1.280G-1,  Q/A-31 and Q/A-32 or any successor  provisions)  of the amount of any
additional  taxes that would be  incurred  by the  Executive  if the  Eliminated
Payments  (determined  without  regard  to  this  sentence)  were  paid  to  him
(including,  state and federal  income  taxes on the  Eliminated  Payments,  the
excise tax imposed by Section  4999 of the Code  payable  with respect to all of
the Contingent  Compensation  Payments, and any withholding taxes). The override
of such reduction in payments or benefits  pursuant to this Section 4.3(b) shall
be  referred to as a "Section  4.3(b)  Override."  For purpose of the  preceding
sentence,  if any federal or state  income  taxes would be  attributable  to the
receipt of any Eliminated Payment, the amount of such taxes shall be computed by
multiplying the amount of the Eliminated Payment by the maximum combined federal
and state income tax rate provided by law.

               (c) For  purposes of this Section 4.3 the  following  terms shall
have the following respective meanings:

                    (i) "Change in Ownership or Control"  shall mean a change in
the  ownership  or  effective  control of the Company or in the  ownership  of a
substantial  portion of the assets of the Company  determined in accordance with
Section 280G(b)(2) of the Code.

                    (ii)  "Contingent   Compensation  Payment"  shall  mean  any
payment (or benefit) in the nature of compensation that is made or supplied to a
"disqualified  individual"  (as defined in Section 280G(c) of the Code) and that
is contingent (within the meaning of Section  280G(b)(2)(A)(i) of the Code) on a
Change in Ownership or Control of the Company.

               (d) Any payments or other benefits otherwise due to the Executive
following  a  Change  in  Ownership  or  Control   that  could   reasonably   be
characterized (as determined by the Company) as Contingent Compensation Payments
(the  "Potential  Payments")  shall not be made until the dates  provided for in
this Section  4.3(d).  Within 30 days after the date of such Change in Ownership
or  Control,  the  Company  shall  determine  and  notify  the  Executive  (with
reasonable  detail  regarding  the  basis  for  its  determinations)  (i)  which
Potential  Payments  constitute  Contingent   Compensation  Payments,  (ii)  the
Eliminated  Amount and (iii) whether the Section 4.3(b)  Override is applicable.
Within 30 days after  delivery of such notice to the  Executive,  the  Executive
shall  deliver a response  to the Company  (the  "Executive  Response")  stating
either  (A) that he agrees  with the  Company's  determination  pursuant  to the
preceding  sentence,  in which  case he shall  indicate,  if  applicable,  which
Contingent  Compensation  Payments, or portions thereof (the aggregate amount of
which,  determined  in  accordance  with Proposed  Treasury  Regulation  Section
1.280G-1,  QA-30 or any successor  provision,  shall be equal to the  Eliminated
Amount),  shall be treated as Eliminated  Payments or (B) that he disagrees with
such  determination,  in which case he shall indicate which  Potential  Payments
should be  characterized  as Contingent  Compensation  Payments,  the Eliminated
Amount,  whether the Section 4.3(b) Override is applicable,  and, which (if any)
Contingent  Compensation  Payments, or portions thereof (the aggregate amount of
which,  determined  in  accordance  with Proposed  Treasury  Regulation  Section
1.280G-1,  QA-30 or any successor  provision,  shall be equal to the  Eliminated
Amount, if any), shall be treated as Eliminated Payments.  In the event that the
Executive fails to deliver an Executive Response on or before the required date,


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the  Company's  initial   determination   shall  be  final  and  the  Contingent
Compensation  Payments  that shall be treated as  Eliminated  Payments  shall be
determined by the Company in its absolute discretion. If the Executive states in
the  Executive  Response that he agrees with the  Company's  determination,  the
Company shall make the Potential Payments to the Executive within three business
days following delivery to the Company of the Executive Response (except for any
Potential  Payments  which are not due to be made until  after such date,  which
Potential  Payments  shall be made on the date on which  they are  due).  If the
Executive states in the Executive  Response that he disagrees with the Company's
determination, then, for a period of 60 days following delivery of the Executive
Response,  the Executive and the Company shall use good faith efforts to resolve
such dispute.  If such dispute is not resolved  within such 60-day period,  such
dispute shall be settled exclusively by arbitration in Boston, Massachusetts, in
accordance  with  the  rules of the  American  Arbitration  Association  then in
effect.  Judgment may be entered on the  arbitrator's  award in any court having
jurisdiction.  The Company shall,  within three business days following delivery
to the Company of the Executive Response,  make to the Executive those Potential
Payments as to which there is no dispute  between the Company and the  Executive
regarding  whether they should be made (except for any such  Potential  Payments
which are not due to be made until  after such date,  which  Potential  Payments
shall be made on the date on which they are due).  The balance of the  Potential
Payments  shall be made within three  business days  following the resolution of
such dispute.  The amount of any payments to be made to the Executive  following
the  resolution  of such  dispute  shall be  increased  by amount of the accrued
interest  thereon  computed at the prime rate announced from time to time by the
Wall  Street  Journal,  compounded  monthly  from the date  that  such  payments
originally were due.

               (e) The  provisions  of this Section 4.3 are intended to apply to
any and all payments or benefits available to the Executive under this Agreement
or any other agreement or plan of the Company under which the Executive receives
Contingent Compensation Payments.

          4.4  MITIGATION.  The Executive  shall not be required to mitigate the
amount of any  payment or  benefits  provided  for in this  Section 4 by seeking
other  employment  or  otherwise.   Further,   except  as  provided  in  Section
4.2(a)(ii), the amount of any payment or benefits provided for in this Section 4
shall not be reduced by any compensation  earned by the Executive as a result of
employment by another employer,  by retirement  benefits,  by offset against any
amount claimed to be owed by the Executive to the Company or otherwise.

     5.   DISPUTES.

          5.1 SETTLEMENT OF DISPUTES;  ARBITRATION.  All claims by the Executive
for benefits  under this  Agreement  shall be directed to and  determined by the
Board and shall be in writing.  Any denial by the Board of a claim for  benefits
under this  Agreement  shall be delivered to the  Executive in writing and shall
set forth the  specific  reasons for the denial and the specific  provisions  of
this Agreement  relied upon. The Board shall afford a reasonable  opportunity to
the Executive for a review of the decision  denying a claim. Any further dispute
or  controversy  arising under or in  connection  with this  Agreement  shall be
settled exclusively by arbitration in Boston, Massachusetts,  in accordance with
the rules of the American Arbitration  Association then in effect.  Judgment may
be entered on the arbitrator's award in any court having jurisdiction.


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<PAGE>

          5.2  EXPENSES.  The  Company  agrees to pay as  incurred,  to the full
extent permitted by law, all legal, accounting and other fees and expenses which
the  Executive  may  reasonably  incur  as a  result  of any  claim  or  contest
(regardless  of the outcome  thereof) by the  Company,  the  Executive or others
regarding the validity or  enforceability  of, or liability under, any provision
of this Agreement or any guarantee of performance thereof (including as a result
of any contest by the Executive  regarding the amount of any payment or benefits
pursuant to this  Agreement),  plus in each case interest on any delayed payment
at the  applicable  Federal rate  provided for in Section  7872(f)(2)(A)  of the
Code. Notwithstanding the preceding sentence, the Executive shall be required to
reimburse  the  Company for fees and  expenses  incurred by him (and paid by the
Company) related to a claim or contest  initiated by the Executive to the extent
that the arbitrator  deems  appropriate  based on the merits of the  Executive's
claims.

     6.   SUCCESSORS.

          6.1  SUCCESSOR TO COMPANY.  The Company  shall  require any  successor
(whether direct or indirect, by purchase, merger, consolidation or otherwise) to
all or substantially  all of the business or assets of the Company  expressly to
assume and agree to perform  this  Agreement to the same extent that the Company
would be required to perform it if no such  succession had taken place.  Failure
of the  Company to obtain an  assumption  of this  Agreement  at or prior to the
effectiveness  of any  succession  shall be a breach of this Agreement and shall
constitute Good Reason if the Executive elects to terminate  employment,  except
that for  purposes of  implementing  the  foregoing,  the date on which any such
succession becomes effective shall be deemed the Date of Termination. As used in
this  Agreement,  "Company"  shall mean the  Company  as  defined  above and any
successor  to its business or assets as  aforesaid  which  assumes and agrees to
perform this Agreement, by operation of law or otherwise.

          6.2 SUCCESSOR TO EXECUTIVE.  This Agreement shall inure to the benefit
of and be  enforceable  by the  Executive's  personal or legal  representatives,
executors,   administrators,   successors,  heirs,  distributees,  devisees  and
legatees. If the Executive should die while any amount would still be payable to
the  Executive or his family  hereunder if the  Executive had continued to live,
all such amounts,  unless otherwise provided herein, shall be paid in accordance
with the terms of this Agreement to the executors,  personal  representatives or
administrators of the Executive's estate.

     7.  NOTICE.  All  notices,  instructions  and  other  communications  given
hereunder  or in  connection  herewith  shall be in  writing.  Any such  notice,
instruction or communication shall be sent either (i) by registered or certified
mail, return receipt requested, postage prepaid, or (ii) prepaid via a reputable
nationwide  overnight courier service, in each case addressed to the Company, at
1800  West  Park  Drive,  Suite  250,  Westborough,  MA 01581  Attention:  Chief
Executive  Officer,  and to the  Executive  at  _____________  (or to such other
address as either the Company or the Executive  may have  furnished to the other
in  writing  in  accordance   herewith).   Any  such  notice,   instruction   or
communication shall be deemed to have been delivered five business days after it
is sent by registered  or certified  mail,  return  receipt  requested,  postage
prepaid,  or one  business  day  after  it is sent  via a  reputable  nationwide
overnight  courier  service.  Either party may give any notice,  instruction  or
other  communication  hereunder  using  any  other  means,  but no such  notice,


                                     - 10 -
<PAGE>

instruction or other  communication  shall be deemed to have been duly delivered
unless and until it actually is received by the party for whom it is intended.

     8.   MISCELLANEOUS.

          8.1  EMPLOYMENT BY  SUBSIDIARY.  For purposes of this  Agreement,  the
Executive's  employment  with the Company shall not be deemed to have terminated
solely as a result of the Executive  continuing to be employed by a wholly-owned
subsidiary of the Company.

          8.2 SEVERABILITY.  The invalidity or unenforceability of any provision
of this Agreement shall not affect the validity or  enforceability  of any other
provision of this Agreement, which shall remain in full force and effect.

          8.3 INJUNCTIVE  RELIEF.  The Company and the Executive  agree that any
breach of this  Agreement  by the  Company  is  likely  to cause  the  Executive
substantial  and  irrevocable  damage  and  therefore,  in the event of any such
breach, in addition to such other remedies which may be available, the Executive
shall have the right to specific performance and injunctive relief.

          8.4 GOVERNING  LAW. The  validity,  interpretation,  construction  and
performance  of this  Agreement  shall be governed by the  internal  laws of the
Commonwealth of Massachusetts, without regard to conflicts of law principles.

          8.5 WAIVERS.  No waiver by the Executive at any time of any breach of,
or  compliance  with,  any  provision  of this  Agreement to be performed by the
Company  shall  be  deemed  a  waiver  of that  or any  other  provision  at any
subsequent time.

          8.6 COUNTERPARTS. This Agreement may be executed in counterparts, each
of which  shall be deemed to be an  original  but both of which  together  shall
constitute one and the same instrument.

          8.7 TAX WITHHOLDING. Any payments provided for hereunder shall be paid
net of any applicable  tax  withholding  required under federal,  state or local
law.

          8.8 ENTIRE  AGREEMENT.  This Agreement sets forth the entire agreement
of the parties  hereto in respect of the  subject  matter  contained  herein and
supersedes   all   prior   agreements,   promises,   covenants,    arrangements,
communications,  representations or warranties,  whether oral or written, by any
officer, employee or representative of any party hereto; and any prior agreement
of the  parties  hereto in respect of the  subject  matter  contained  herein is
hereby terminated and cancelled.


                                     - 11 -
<PAGE>

          8.9  AMENDMENTS.  This  Agreement may be amended or modified only by a
written instrument executed by both the Company and the Executive.

     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the day and year first set forth above.

         ARCH COMMUNICATIONS GROUP, INC.

         By:________________________________

         Title:_______________________________



         -----------------------------------
         [NAME OF EXECUTIVE]








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