METROCALL INC, PRE 14A, 1997-03-21

METROCALL INC
PRE 14A, 1997-03-21
RADIOTELEPHONE COMMUNICATIONS

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<PAGE> 1
SCHEDULE 14A

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[X] Preliminary Proxy Statement

[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))

[ ] Definitive Proxy Statement

[ ] Definitive Additional Materials

[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

Metrocall, Inc.
----------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

- --------------------------------------------------------------------------------

(2) Aggregate number of securities to which transaction applies:

- --------------------------------------------------------------------------------

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):

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<PAGE> 2
(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

- --------------------------------------------------------------------------------

(2) Form, Schedule or Registration Statement No.:

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(3) Filing Party:

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(4) Date Filed:

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ii
<PAGE> 3
[METROCALL LOGO]

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 7, 1997

To the Stockholders of Metrocall, Inc.:

NOTICE IS HEREBY GIVEN that the Annual Meeting of the Stockholders (the
"Annual Meeting") of Metrocall, Inc. ("Metrocall") will be held at the
Ritz-Carlton, Pentagon City located at 1250 South Hayes Street, Arlington,
Virginia on May 7, 1997, at 9:00 a.m., Eastern Standard Time, to consider and
act upon the following proposals:

1. To elect three directors, each for a three-year term (Proposal One);

2. To ratify the appointment by the Board of Directors of the firm of
Arthur Andersen LLP as independent public accountants of Metrocall for the
fiscal year ending December 31, 1997 (Proposal Two);

3. To consider and act upon the amendment to Metrocall's Amended and
Restated Certificate of Incorporation to increase the number of authorized
shares of Common Stock from 33,500,000 to 60,000,000 (Proposal Three);

4. To consider and act upon the proposal to approve the provisions of
Section 5 of the Certificate of Designation for the Series B Preferred Stock
permitting the convertibility of Series B Preferred Stock into Common Stock
(Proposal Four);

5. To consider and act upon certain amendments to Metrocall's 1996 Stock
Option Plan (Proposal Five); and

6. To transact such other business as may properly come before the
meeting or any adjournments thereof.

Pursuant to Metrocall's Bylaws, the Board of Directors has fixed the close of
business on March 14, 1997, as the record date for the Annual Meeting. Only
holders of record of Metrocall Common Stock at the close of business on that
date will be entitled to notice of and to vote at the Annual Meeting or any
adjournments or postponements thereof.

By Order of the Board of Directors

/s/ RICHARD M. JOHNSTON

Richard M. Johnston
Chairman of the Board

Alexandria, Virginia,
April 7, 1997

IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, WHETHER OR NOT
YOU PLAN TO BE PRESENT IN PERSON AT THE ANNUAL MEETING, PLEASE DATE, SIGN AND
COMPLETE THE ENCLOSED PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE, WHICH
REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.

<PAGE> 4
METROCALL, INC.

PROXY STATEMENT

FOR
ANNUAL MEETING OF METROCALL STOCKHOLDERS

TO BE HELD ON MAY 7, 1997

INTRODUCTORY STATEMENT

This Proxy Statement is being furnished to the stockholders of Metrocall,
Inc., a Delaware corporation ("Metrocall" or the "Company"), as part of the
solicitation of proxies by its board of directors (the "Board of Directors" or
the "Board") from holders of the outstanding shares of Metrocall common stock,
par value $.01 per share ("Common Stock"), for use at the Annual Meeting of
Stockholders of Metrocall to be held on May 7, 1997, and at any adjournments
thereof ("Annual Meeting") at the Ritz-Carlton, Pentagon City, 1250 South Hayes
Street, Arlington, Virginia at 9:00 a.m., Eastern Daylight Time. At the Annual
Meeting, stockholders will be asked to elect three members of the Board of
Directors (Proposal One); ratify the appointment by the Board of Directors of
Arthur Andersen LLP as independent public accountants for the fiscal year ending
December 31, 1997 (Proposal Two); consider and act upon the amendment to
Metrocall's Amended and Restated Certificate of Incorporation increasing the
number of authorized shares of Common Stock (Proposal Three); consider and act
upon the proposal to approve the provisions of Section 5 of the Certificate of
Designation for the Series B Preferred Stock permitting convertibility of Series
B Preferred Stock into Common Stock (Proposal Four); consider and act upon
certain amendments to Metrocall's 1996 Stock Option Plan (Proposal Five); and to
transact such other business as may properly come before the meeting or any
adjournments thereof. This Proxy Statement, together with the enclosed proxy
card, is first being mailed to stockholders of Metrocall on or about April 7,
1997.

SOLICITATION, VOTING AND REVOCABILITY OF PROXIES

Each outstanding share of Common Stock is entitled to one vote on all matters
as to which a vote is taken at the Annual Meeting. The close of business on
March 14, 1997, has been fixed by the Board of Directors of Metrocall as the
record date (the "Record Date") for determination of stockholders entitled to
vote at the Annual Meeting. The number of shares of Common Stock outstanding on
the Record Date was 25,050,617. The presence, in person or by proxy, of at least
a majority of the shares of Common Stock outstanding on the Record Date
(12,525,309 shares) is necessary to constitute a quorum at the Annual Meeting.
Abstentions and broker non-votes will be treated as shares that are present and
entitled to vote for purposes of determining a quorum. Directors are elected
(Proposal One) by a plurality of the votes of shares present (in person or by
proxy) and entitled to vote. Proposal Two (Ratification of Independent of Public
Accountants) will be approved if the votes cast in favor of the proposal exceed
the votes cast in opposition to the proposal. Abstentions and broker non-votes
with regard to Proposals One and Two will have no effect on the outcome.
Proposal Three (Amendment to Metrocall's Amended and Restated Certificate of
Incorporation to Increase the Number of Authorized Shares) requires the
affirmative vote of a majority of the Common Stock outstanding and entitled to
vote as of the record date. Abstentions and broker non-votes will be equivalent
to a vote against Proposal Three. Proposal Four (Convertibility of Series B
Preferred Stock into Common Stock) and Proposal Five (Amendment to Metrocall's
1996 Stock Option Plan) each require the affirmative vote of a majority of the
votes of shares present or represented and entitled to vote at the Annual
Meeting. For purposes of determining the number of votes present or represented
and entitled to vote with respect to Proposals Four and Five, abstentions will
be counted (and will, therefore, be equivalent to a vote against), but broker
non-votes will not be counted.

All proxies in the enclosed form of proxy that are properly executed and
returned to Metrocall prior to commencement of voting at the Annual Meeting will
be voted at the Annual Meeting or any adjournments or postponements thereof in
accordance with the instructions thereon. Executed but unmarked proxies will be
voted FOR all proposals set forth in this Proxy Statement. Any proxy may be
revoked by any stockholder who attends the Annual Meeting and gives notice of
his or her intention to vote in person without compliance with any other
formalities. In addition, any Metrocall stockholder may revoke a proxy at any
time before it is voted by executing and delivering a subsequent proxy or by
delivering a written notice to the Secretary of Metrocall stating that the proxy
is revoked. At the Annual Meeting, stockholder votes will be tabulated by
persons appointed by the Board of Directors to act as inspectors of election.

1
<PAGE> 5
The Board of Directors does not know of any matters other than those set forth
herein which may come before the Annual Meeting. If any other matters are
properly presented at the Annual Meeting for action, it is intended that the
persons named in the applicable form of proxy will vote in accordance with their
best judgment on such matters.

The expense of printing this Proxy Statement and the proxies solicited hereby
will be paid by Metrocall. In addition to the use of the mails, proxies may be
solicited by officers and directors and regular employees of Metrocall, without
additional remuneration, by personal interviews, telephone, telegraph or
otherwise. Metrocall may also request brokerage firms, nominees, custodians and
fiduciaries to forward proxy materials to beneficial owners of shares of
Metrocall Common Stock and will provide reimbursement for the cost of forwarding
the material in accordance with customary charges. Metrocall has retained
Corporate Investor Communications, Inc., at an estimated cost of $3,500, plus
reimbursement of expenses, to assist in its solicitation of proxies from
brokers, nominees, institutions and individuals.

---------------

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR APPROVAL OF ALL
PROPOSALS SET FORTH IN THIS PROXY STATEMENT.

---------------

BENEFICIAL OWNERSHIP OF COMMON STOCK

The following table sets forth certain information as of March 14, 1997,
regarding beneficial ownership of Common Stock by (i) each person who is known
to Metrocall to own more than 5% of Common Stock, (ii) each director and
executive officer of Metrocall and (iii) all directors and executive officers as
a group. The information on beneficial ownership in the table and the footnotes
thereto is based upon Metrocall's records and the most recent Schedule 13D or
13G filed by each such person or entity. Unless otherwise indicated, each person
has sole voting power and sole investment power with respect to the shares
shown.

Number of Shares Percent of
Beneficially Common Stock
Name Owned(a) Outstanding
- ---------------------------------------------------- ---------------- ------------

<S> <C> <C>
Richard M. Johnston, Chairman of the Board
and Director ...................................... 2,305 (b) *
William L. Collins, III, President, Chief Executive
Officer, Vice Chairman of the Board and Director .. 379,554 (c) 1.5%
Vincent D. Kelly, Chief Financial Officer, Treasurer
and Executive Vice President ...................... 201,588 (d) *
Steven D. Jacoby, Chief Operating Officer and
Executive Vice President .......................... 82,079 (e) *
Harry L. Brock, Jr., Director ....................... 3,593,710 (f) 14.3%
6677 Richmond Highway
Alexandria, VA 22306
Suzanne S. Brock, Director .......................... 200,000 (g) *
Francis A. Martin, III, Director .................... 62,000 (b) *
Ronald V. Aprahamian, Director ...................... 51,000 (b) *
Michael Greene, Director ............................ 1,937,019 (h) 7.4%
Elliott H. Singer, Director ......................... 1,010,797 (i) 4.0%
Ray D. Russenberger, Director ....................... 2,129,448 8.5%
Ryal R. Poppa, Director ............................. 10,000 (b) *
All directors and executive officers as a group
(12 persons) ....................................... 9,659,500 (j) 36.4%
Henry L. Hillman, Elsie Hilliard Hillman and C.G.
Grefenstette, Trustees ............................ 1,196,576 (k) 4.8%
2000 Grant Building
Pittsburgh, PA 15219
UBS Capital LLC ..................................... 1,937,019 (l) 7.4%
299 Park Avenue
New York, NY 10171
</TABLE>
- ----------

* Less than 1%.

<PAGE> 6
(a) Under the rules of the Securities and Exchange Commission (the
"Commission"), a person who directly or indirectly has or shares voting power or
investment power with respect to a security is considered a beneficial owner of
the security. Voting power is the power to vote or direct the voting of shares,
and investment power is the power to dispose of or direct the disposition of
shares. Shares as to which voting power or investment power may be acquired
within 60 days are also considered as beneficially owned under the Commission's
rules. The table does not include shares as to which a party might be deemed to
share voting power pursuant to certain agreements described below under
"Election of Directors - Voting Agreements."

(b) Includes Common Stock issuable upon the exercise of options (Mr. Johnston,
2,000 shares; Mr. Martin, 12,000 shares; Mr. Aprahamian, 11,000 shares; and
Mr. Poppa, 10,000 shares) granted under the Company's stock option plans.

(c) Includes 492 shares owned of record by Collins & Clarke, Inc.; 19,396 shares
owned of record by USA Telecommunications, Inc. ("USATel"); 305 shares owned by
William L. Collins, Jr.; and 11,846 shares issuable upon the exercise of options
exchanged in the merger with FirstPAGE USA, Inc. (the "FirstPAGE Merger") in
1994.

(d) Includes 106,588 shares issuable upon the exercise of options granted under
the Company's stock option plans.

(e) Includes 379 shares held of record by Collins & Clarke, Inc.; 988 shares
owned of record by USATel; and 9,477 shares issuable upon the exercise of
options exchanged in the FirstPAGE Merger.

(f) Excludes 200,000 shares of Common Stock held of record by Suzanne S. Brock,
Mr. Brock's wife, of which Mr. Brock disclaims beneficial ownership. Includes
112,510 shares issuable upon exercise of options granted under the Company's
stock option plans.

(g) Excludes 3,481,200 shares of Common Stock held of record by Harry L. Brock,
Jr., Ms. Brock's husband, of which Ms. Brock disclaims beneficial ownership.

(h) Includes 848,365 shares held by UBS Capital LLC, of which Mr. Greene is a
Managing Director. Also includes 1,088,654 shares of Common Stock that may be
acquired upon exercise of warrants held by UBS Capital LLC.

(i) Includes 141,452 shares issuable upon exercise of options exchanged in the
merger with A+ Network, Inc. ("A+ Network Merger") in 1996.

(j) Includes an aggregate of 254,098 shares of Common Stock issuable upon the
exercise of options granted under the Company's stock option plans, and
1,088,654 shares issuable upon exercise of warrants held by UBS Capital LLC.
Also includes an aggregate of 21,323 shares of Common Stock issuable upon the
exercise of options exchanged in the FirstPAGE Merger and 141,452 shares
issuable upon exercise of options exchanged in the A+ Network Merger.

(k) Includes 42,391 shares owned by a trust for the benefit of Henry L. Hillman
(the "HLH Trust"), and 1,154,185 shares owned by Wilmington Securities, Inc.
("Wilmington Securities"). Wilmington Securities is a Delaware private
investment company indirectly owned by The Hillman Company, a Pittsburgh,
Pennsylvania firm engaged in diversified investments and operations, which is
controlled by the HLH Trust. The trustees of the HLH Trust are Henry L. Hillman,
Elsie Hilliard Hillman and C.G. Grefenstette (the "HLH Trustees"). The HLH
Trustees share voting power and dispositive power of the stock of The Hillman
Company. Does not include 56,520 shares owned by four irrevocable trusts for the
benefit of members of the Hillman family, as to which shares the HLH Trustees
(other than Mr. Grefenstette) disclaim beneficial ownership. Does not include
42,391 shares owned by Venhill Limited Partnership ("Venhill"), as to which
shares the HLH Trustees disclaim beneficial ownership. Venhill is a Delaware
limited partnership, of which the limited partners are trusts for the benefit of
members of the Hillman family. Howard B. Hillman, a step-brother of Henry L.
Hillman, is the general partner of Venhill.

(l) Includes 1,088,654 shares of Common Stock that may be acquired upon exercise
of warrants.

ELECTION OF DIRECTORS
(PROPOSAL ONE)

The Bylaws of Metrocall provide that the number of directors shall not be
fewer than three nor more than 11, unless certain events have occurred and
are continuing that give the holders of the Company's Series A Convertible
Preferred Stock ("Series A

<PAGE> 7
Preferred Stock") the power to elect additional directors. The Board of
Directors by resolution has established the number of directors to be eleven.
Two of the directors are designated by the holders of the Series A Preferred.
Under the Company's Amended and Restated Certificate of Incorporation, the nine
directors elected by the Common Stock are divided into three classes that are to
be as nearly equal in number as possible. The term of office of only one class
of directors expires in each year, and their successors are elected for terms of
three years and until new successors are elected and qualified. The class of
directors whose term of office expires this year has three members. At the
Annual Meeting, three directors will be elected to the Board of Directors, each
for a three-year term, to fill those seats on the Board.

It is the intention of the persons named in the proxy to vote the shares
represented by each properly executed proxy for the election as directors of the
persons named below as nominees. The Board of Directors believes that the
nominees will stand for election and will serve if elected as directors.
However, if any of the persons nominated by the Board of Directors fails to
stand for election or will be unable to accept election, the proxies will be
voted for the election of such other person or persons as the Board of Directors
may recommend.

INFORMATION AS TO NOMINEES AND CONTINUING DIRECTORS

The following table sets forth the names of the Board of Directors' nominees
for election as directors and those directors who will continue to serve after
the Annual Meeting. Also set forth is certain other information, with respect to
each such person's age at March 14, 1997, principal occupation or employment
during the past five years, the periods during which he or she has served as a
director and positions currently held with Metrocall.

<TABLE>
<CAPTION>
NOMINEES FOR A THREE-YEAR DIRECTOR EXPIRATION POSITIONS HELD
TERM AGE SINCE OF TERM WITH METROCALL
- ------------------------- --- -------- ---------- --------------------------

<S> <C> <C> <C> <C>
Suzanne S. Brock 58 1982 1997 Director
William L. Collins, III 46 1994 1997 President, Chief Executive
Officer, Director and Vice
Chairman of the Board
Francis A. Martin, III 53 1994 1997 Director

CONTINUING DIRECTORS

Ryal R. Poppa 63 1996 1998 Director
Elliott H. Singer 56 1996 1998 Director
Ronald V. Aprahamian 50 1995 1998 Director
Harry L. Brock, Jr. 61 1982 1999 Director
Richard M. Johnston 62 1994 1999 Chairman of the Board
Ray D. Russenberger 42 1996 1999 Director
Michael Greene 35 1997 1999 Director
</TABLE>

The holders of Series A Preferred have the right to designate two directors of
Metrocall. As of the date of this Proxy Statement, one director, Michael Greene,
had been so designated by UBS Capital LLC. The other director has not yet been
appointed by the other holders of the Series A Preferred.

Set forth below is certain biographical information regarding the directors of
the Company.

NOMINEES FOR A THREE-YEAR TERM

Suzanne S. Brock has been a director of Metrocall since 1982 and was Secretary
(through May 1996) and Treasurer (through August 1995) of Metrocall. Ms. Brock
was employed by Metrocall and its predecessor companies from 1965 through May
1996. Ms. Brock is the wife of Harry L. Brock, Jr. See "Voting Agreements" below
for information regarding the agreement of certain shareholders to vote in favor
of Ms. Brock's election to the Board of Directors.

<PAGE> 8
Executive Officer, President and a director of FirstPAGE USA, Inc. and its
predecessor companies. Mr. Collins serves as Chairman of the Board of Directors
of USA Telecommunications, Inc. From 1977 to 1988, Mr. Collins was President of
C&C, Inc. ("C&C"), a national communications marketing and management company.

Francis A. Martin, III has been a member of the Board of Directors of
Metrocall since November 1994. Mr. Martin is a principal of U.S. Media Group and
Chairman of the Board, President and Chief Executive Officer of Media Holdings,,
Inc. Mr. Martin previously served as President and Chief Executive Officer of
Chronicle Broadcasting Company, a publicly-held television broadcasting company.

CONTINUING DIRECTORS

Ronald V. Aprahamian is a private investor and has been a member of the Board
of Directors of Metrocall since May 1995. Mr. Aprahamian serves on the
board of directors of Sunrise Assisted Living, Inc. Mr. Aprahamian was Chairman
and Chief Executive Officer of The Compucare Company, a healthcare computer
software services firm, from January 1988 to October 1996. Mr. Aprahamian's son,
Thomas J. Aprahamian, is Vice President of Financial Operations of Metrocall and
receives an annual salary of approximately $85,000.

Harry L. Brock, Jr. founded Metrocall and served as Chairman of the Board
(through January 1996) and President (through August 1995). Mr. Brock has been a
director of Metrocall since 1982, and its predecessor companies since 1965. Mr.
Brock was a founding partner of Cellular One of Washington, one of the first
operating cellular systems. Mr. Brock is the husband of Suzanne S. Brock.

Michael Greene has been a director of Metrocall since January 1997. He is a
Managing Director of UBS Capital LLC, which is the private equity subsidiary of
the Union Bank of Switzerland ("UBS"). Mr. Greene has worked in UBS' private
equity and leveraged finance businesses since he joined UBS in 1990. Mr. Greene
serves on the board of directors of CBP Resources Inc.

Richard M. Johnston has served as Chairman of the Board of Directors of
Metrocall since January 1996, and has been a member of the Board of Directors
since September 1994. Since 1970, Mr. Johnston has been Vice President for
Investments of The Hillman Company.

Ryal R. Poppa is a private investor and has been a director of Metrocall since
November 1996. Mr. Poppa served as Chairman of the Board, President and Chief
Executive Officer of Storage Technology Corporation, an international company
that manufactures, markets and services information storage and retrieval
services for high performance computers, from January 1985 through June 1996.
Mr. Poppa serves on the board of directors of Semitool, Inc. and Carrier Access,
Inc.

Ray D. Russenberger has been a director of Metrocall since November 1996. Mr.
Russenberger was Vice Chairman of A+ Network, Inc. ("A+Network") from October
1995 through the merger of A+ Network into Metrocall in November 1996. He served
as Chairman of the Board and Chief Executive Officer of Network Paging
Corporation ("Network") (which was merged with A+ Communications, Inc. in 1995
to form A+ Network) since December 1988. From 1985 to 1990, he founded and was
President of Network Paging Corporation, a paging company sold to Mobile
Communications Corporation of America, a wholly-owned subsidiary of BellSouth
Corporation, in 1990. Mr. Russenberger was elected to the Board of Directors
pursuant to the Company's merger agreement with A+ Network.

Elliott H. Singer has been a director of Metrocall since November 1996. Mr.
Singer was Chairman of the Board of A+ Communications, Inc. from its formation
in 1985 and was chairman of A+ Network from October 1995 until its merger with
Metrocall in November 1996, and also served as Chief Executive Officer of A+
Network from 1985 to January 15, 1996. Mr. Singer was the owner and Chief
Executive Officer of A+ Network's predecessor entities, through which he had
been engaged in the telemessaging service business since 1974 and in the paging
business since 1983. Mr. Singer was elected to the Board of Directors pursuant
to the Company's merger agreement with A+ Network.

CORPORATE GOVERNANCE AND OTHER MATTERS

The Board of Directors of the Company acts as nominating committee for
selecting nominees for election as directors. Metrocall's Bylaws permit
stockholders eligible to vote for the election of directors at the Annual
Meeting to make nominations for directors but

<PAGE> 9
only if such nominations are made pursuant to timely notice in writing to the
Secretary of Metrocall. The Bylaws also permit stockholders to propose other
business to be brought before an annual meeting, provided that such proposals
are made pursuant to timely notice in writing to the Secretary of Metrocall. To
be timely, notice must be received at the principal executive offices of
Metrocall no later than the date designated for receipt of stockholder proposals
in a prior public disclosure made by Metrocall. For the 1998 Annual Meeting,
such proposals must be received by Metrocall no later than the date specified in
this Proxy Statement for Stockholder Proposals, which is November 30, 1997.

Pursuant to the Bylaws, Metrocall received timely notice of a
stockholder proposal from Norman H. Minkow, in which Mr. Minkow nominated
himself as a candidate for the Board of Directors. Therefore, Mr. Minkow has
been duly nominated for election to the Board, and ballots containing his name
will be available at the Annual Meeting. However, the Board of Directors is not
soliciting proxies in favor of Mr. Minkow's election.

The Board of Directors of Metrocall has appointed an Audit Committee to review
the scope of the independent annual audit, the independent public accountants'
letter to the Board of Directors concerning the effectiveness of Metrocall's
internal financial and accounting controls and the Board of Directors' response
to that letter, if deemed necessary. Compensation matters are considered by the
Compensation Committee of Metrocall. At March 14, 1997, Messrs. Aprahamian and
Martin were members of the Compensation and Audit Committees. The Audit and
Compensation Committees each held three and six meetings, respectively, during
1996.

During the fiscal year ended December 31, 1996, Metrocall held four regular
and twelve special meetings of the Board of Directors. No directors attended
fewer than 75% of the meetings of the Board of Directors and the committees of
the Board on which each director served.

COMPENSATION OF DIRECTORS

Directors who are full-time officers of Metrocall receive no additional
compensation for serving on the Board of Directors or its committees. Directors
who are not full-time officers of Metrocall receive an annual fee of $15,000,
plus $2,000 for each regular board meeting attended and $1,000 for each special
board or committee meeting attended (other than a committee meeting that occurs
on the same day as an otherwise scheduled board meeting). Pursuant to a special
agreement, Mr. Johnston receives compensation of $30,000 per year, in addition
to $5,000 for each Board meeting attended and $1,000 for each committee or
special meeting attended. Mr. Johnston was also awarded an option in 1996 to
acquire 50,000 shares of Common Stock under the Company's stock option plan.
The exercise price for these options was $19.125 per share, which was changed to
$7.9375 on September 18, 1996. Directors are reimbursed for travel costs and
other out-of-pocket expenses incurred in attending meetings. In connection
with his resignation from the Board, Christopher A. Kidd waived any director's
fees which would be payable to him during the period February 7, 1996 to May
31, 1996, but was compensated for actual expenses associated with attendance at
and participation in Board of Directors' meetings during this period.

On May 1, 1996, the stockholders approved the Metrocall, Inc. 1996 Stock
Option Plan (the "1996 Plan"). The 1996 Plan provides for formula grants of
stock options to directors who have never been officers or employees of the
Company ("Eligible Directors"). Pursuant to the Plan, all Eligible Directors on
April 5, 1996 were granted an initial option to purchase 10,000 shares of Common
Stock. Every Eligible Director who commences service thereafter will be granted
an initial option to purchase 10,000 shares of Common Stock at the time such
Eligible Director commences service on the Board of Directors. Subsequently,
each Eligible Director who received an initial grant of an option will receive
an additional option to purchase 1,000 shares of Common Stock on each
anniversary of the initial option, provided that the director continues to be an
Eligible Director on each anniversary date. Options granted to Eligible
Directors will become fully vested six months after the date of grant. The
exercise price for options granted to Eligible Directors will be the fair market
value of the Common Stock on the date the option is granted or the date of
initial shareholder approval of the Plan, if later. Under the 1996 Plan, Messrs.
Martin, Aprahamian and Poppa were each granted initial options to purchase
10,000 shares of Common Stock during the fiscal year ending December 31, 1996,
with exercise prices of $21.25, $21.25, and $5.625, respectively. As of December
31, 1996, a total of 30,000 options had been granted to Eligible Directors
under the 1996 Plan.

At its meeting on February 4, 1997, the Board of Directors approved a
repricing of all outstanding director stock options to $6.00 per share (other
than those with a lower exercise price). This repricing is subject to
shareholder approval of the proposed amendments to the 1996 Plan.
See "Amendment to 1996 Stock Option Plan."

<PAGE> 10
EXECUTIVE OFFICERS

Executive officers of Metrocall serve at the pleasure of the Board of
Directors, subject to the provisions of their employment agreements.

The executive officers of Metrocall, their ages as of March 14, 1997, and
their position(s) with Metrocall are set forth below.

<TABLE>
<CAPTION>
NAME AGE POSITION
- ---------------------- --- ----------------------------------------------

<S> <C> <C>
William L. Collins III 46 President and Chief Executive Officer

Vincent D. Kelly 37 Chief Financial Officer, Treasurer,
and Executive Vice President

Steven D. Jacoby 39 Chief Operating Officer and Executive
Vice President
</TABLE>

Set forth below is certain biographical information concerning individuals
listed in the above table.

William L. Collins, III has been President and Chief Executive Officer of
Metrocall since January 1996 and has served as Director and Vice Chairman of the
Board since September 1994. From 1988 to 1994, Mr. Collins was the Chairman of
the Board, Chief Executive Officer, President and a director of FirstPAGE USA,
Inc. and its predecessor companies. Mr. Collins serves as Chairman of the Board
of Directors of USA Telecommunications, Inc. From 1977 to 1988, Mr. Collins was
President of C&C, Inc. ("C&C"), a national communications marketing and
management company.

Vincent D. Kelly has been the Chief Financial Officer and Vice President
of Metrocall since January 1989. Mr. Kelly has also served as Treasurer since
August 1995, and was appointed Executive Vice President in February 1997. Mr.
Kelly served as Chief Operating Officer and Chief Financial Officer of Metrocall
from February 1993 through August 31, 1994, when Metrocall acquired FirstPAGE
USA, Inc. Mr. Kelly was a director of Metrocall from 1990 until November 1996.
Prior to joining Metrocall, Mr. Kelly was an accountant with Bruner, Kane and
McCarthy, Ltd., certified public accountants.

Steven D. Jacoby has been Chief Operating Officer and Vice President of
Metrocall since September 1994. Mr. Jacoby was appointed Executive Vice
President in February 1997. Mr. Jacoby joined Metrocall from FirstPAGE USA, Inc.
where he had served as Chief Operating Officer, Vice President and Secretary
since 1988. Mr. Jacoby was a director of Metrocall from September 1994 until
November 1996.

VOTING AGREEMENTS

Messrs. Aprahamian, Brock, Collins, Jacoby, Martin, Kelly, Russenberger and
Singer, Mrs. Brock, certain stockholders affiliated with the Hillman Company,
and UBS Capital LLC have agreed to vote all shares of Metrocall Common Stock
held by them in favor of Proposals Two and Three. The shares held by these
stockholders represent approximately 37.5% of the issued and outstanding shares
of Metrocall Common Stock on March 14, 1997.

Certain stockholders of Metrocall were parties to a voting agreement (the
"Voting Agreement") pursuant to which the stockholders agreed to vote for up to
seven persons designated by various of the stockholders to serve as directors of
Metrocall. The terms of the Voting Agreement expired on November 15, 1996,
except that the parties to the agreement, who now hold 21.8% of the issued and
outstanding shares of Metrocall Common Stock, agreed to vote in favor of the
reelection of Ms. Brock at the Annual Meeting. Messrs. Singer and Russenberger
have separately agreed to vote the shares of Metrocall Common Stock they hold in
favor of the reelection of Ms. Brock at the Annual Meeting.

<PAGE> 11
EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table sets forth a summary of all compensation during the last
three fiscal years for Metrocall's chief executive officer and each of
Metrocall's executive officers whose aggregate annual salary and bonus exceeded
$100,000 for the year ended December 31, 1996 and certain former officers of
Metrocall (the "named executive officers").

<TABLE>
<CAPTION>
LONG TERM
ANNUAL COMPENSATION COMPENSATION
--------------------------------------- ------------
FOR THE
YEAR OTHER
NAME AND ENDED ANNUAL ALL OTHER
PRINCIPAL POSITION DECEMBER 31 SALARY BONUS COMPENSATION OPTIONS COMPENSATION
- ---------------------- ----------- --------- -------- ------------ ------------- ------------

<S> <C> <C> <C> <C> <C> <C>
William L. Collins III(a).. 1996 $ 288,696 $ 75,000 -- 100,000 $ 35,000(f)
President, Chief 1995 68,365 54,640 $ 68,364(d) -- --
Executive Officer 1994 47,212 -- -- -- --
(effective January
1996), Director and
Vice Chairman of the
Board

Vincent D. Kelly........... 1996 224,711 100,000 -- 50,000 2,375(g)
Chief Financial Officer, 1995 209,807 72,860 -- 50,000 1,656(g)
Treasurer and 1994 199,519 57,140 -- 34,588 3,745(g)
Executive Vice President

Steven D. Jacoby(b)........ 1996 224,711 100,000 -- 50,000 1,425(g)
Chief Operating Officer 1995 209,807 72,860 -- 50,000 1,099(g)
and Executive 1994 62,949 -- -- -- --
Vice President

Harry L. Brock, Jr. ....... 1996 206,175 -- -- -- --
Former Chairman of 1995 273,450 109,280 -- 10,000 --
Board and President 1994 303,836 85,720 -- 36,510 5,033(g)

Christopher A. Kidd(c)..... 1996 8,077 -- -- -- 283,797(h)
Former Chief Executive 1995 209,807 72,860 -- 50,000(e) 462(g)
Officer and Vice 1994 199,519 57,140 -- 34,588 3,816(g)
President
</TABLE>
- ----------

(a) Mr. Collins became employed by the Company effective August 31, 1994, as a
result of the FirstPAGE Merger. Mr. Collins became Chief Executive
Officer in January 1996.

(b) Mr. Jacoby became employed by the Company effective August 31, 1994, as a
result of the FirstPAGE Merger.

(d) Payments under a non-competition agreement entered into with the Company on
August 31, 1994.

(e) Options granted to Mr. Kidd in 1995 were canceled in 1996.

(f) Payments by the Company for life insurance premiums pursuant to Mr. Collins'
employment contract.

<PAGE> 12
(g) Allocation of employer contribution under the Metrocall, Inc. Savings and
Retirement Plan (the "Savings Plan").

(h) Includes severance payments of $276,923, $6,692 in benefits under severance
agreement and allocation of $182 employer contribution under the Savings
Plan.

OPTION GRANTS IN 1996

The following table sets forth information concerning grants of stock options,
during the fiscal year ended December 31, 1996 to each of the named executive
officers.

% OF TOTAL POTENTIAL REALIZABLE
NUMBER OF VALUE AT ASSUMED
SHARES ANNUAL RATES OF
NUMBER UNDERLYING STOCK PRICE APPRECIATION
OF SHARES OPTIONS FOR OPTION TERM
UNDERLYING GRANTED TO EXERCISE -----------------------
OPTIONS EMPLOYEES IN PRICE EXPIRATION
NAME GRANTED(a) FISCAL YEAR (%) ($/SH)(b) DATE(c) 5% ($) 10% ($)
- ----------------------- ---------- --------------- --------- ------- ------- -----------

<S> <C> <C> <C> <C> <C> <C>
William L. Collins, III ... 100,000 16.9% $7.9375 1/16/06 499,185 1,265,033
Vincent D. Kelly .......... 25,000 4.2 7.9375 1/16/06 124,796 316,258
Steven D. Jacoby .......... 25,000 4.2 7.9375 1/16/06 124,796 316,258
Vincent D. Kelly .......... 25,000 4.2 7.9375 2/07/06 124,796 316,258
Steven D. Jacoby .......... 25,000 4.2 7.9375 2/07/06 124,796 316,258
</TABLE>
- ----------

(a) Options granted to Mr. Collins become exercisable on January 16, 1998, two
years from the date of grant. Options granted to Messrs. Kelly and Jacoby
become exercisable on January 16, 1998 (50,000) and February 7, 1998
(50,000), two years from the respective dates of grant.

(b) The Compensation Committee repriced outstanding non-qualified options for
current employees and officers on September 18, 1996 to $7.9375 per share.

(c) Options can only be exercised so long as the optionee is employed by
Metrocall or a subsidiary of Metrocall and for three months after
termination of employment.

AGGREGATE OPTION EXERCISES IN 1996 AND OPTION YEAR-END VALUE

The following table sets forth the fiscal year-end value of all unexercised
options held by named executive officers. No named executive officer exercised
any stock options during the fiscal year.

<TABLE>
<CAPTION>
NUMBER OF SHARES
UNDERLYING UNEXERCISABLE VALUE OF UNEXERCISED
OPTIONS AT IN-THE-MONEY OPTIONS AT
DECEMBER 31, 1996 DECEMBER 31, 1996
NAME EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- ---------------------- ------------------------- -------------------------

<S> <C> <C>
William L. Collins III .... 11,846/100,000 $47,159/--
Vincent D. Kelly .......... 106,588/100,000 --/--
Steven D. Jacoby .......... 9,477/100,000 $37,728/--
Harry L. Brock, Jr. ....... 112,510/10,000 --/--
Christopher A. Kidd ....... 106,588/- --/--
</TABLE>

<PAGE> 13
REPRICING OF OPTIONS

The following table sets forth information concerning the repricing of options
granted to named executive officers.

TEN-YEAR OPTIONS/SAR REPRICING

<TABLE>
<CAPTION>
LENGTH OF
NUMBER OF MARKET EXERCISE ORIGINAL
SECURITIES PRICE OF PRICE AT OPTION TERM
UNDERLYING STOCK AT TIME OF REMAINING AT
REPRICED OR TIME OF REPRICING OR NEW TIME OF
AMENDED REPRICING AMENDMENT EXERCISE REPRICING OR
NAME DATE OPTIONS (#) ($) ($) PRICE ($) AMENDMENT
- ------------------------------------- ------- ----------- --------- ------------ --------- ------------
<S> <C> <C> <C> <C> <C> <C>
Vincent D. Kelly 1/16/96 50,000 $ 19.125 $ 20.25 $ 19.125 106 months
Chief Financial Officer,
Treasurer and Executive Vice
President

Steven D. Jacoby 1/16/96 50,000 $ 19.125 $ 20.25 $ 19.125 106 months
Chief Operating Officer, and
Executive Vice President

William L. Collins, III 9/18/96 100,000 $ 7.9375 $ 19.125 $ 7.9375 112 months
President, Chief Executive Officer
and Vice Chairman of the Board

Vincent D. Kelly 9/18/96 72,000 $ 7.9375 $ 19.50 $ 7.9375 86 months
Chief Financial Officer, Treasurer 34,588 $ 7.9375 $ 13.00 $ 7.9375 92 months
and Executive Vice President 50,000 $ 7.9375 $ 19.125 $ 7.9375 106 months
25,000 $ 7.9375 $ 19.125 $ 7.9375 112 months
25,000 $ 7.9375 $ 20.25 $ 7.9375 113 months

Steven D. Jacoby 9/18/96 50,000 $ 7.9375 $ 19.125 $ 7.9375 106 months
Chief Operating Officer, and 25,000 $ 7.9375 $ 19.125 $ 7.9375 112 months
Executive Vice President 25,000 $ 7.9375 $ 20.25 $ 7.9375 113 months
</TABLE>

For a discussion of the decision by the Compensation Committee to reprice the
options, See "Compensation Committee Report on Executive Compensation" below.

EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT

Until January 16, 1996, Mr. Collins' employment was governed by a three-year
contract dated August 31, 1994, whereby Mr. Collins agreed to serve as Vice
Chairman of the Board of Directors and a member of the Mergers and Acquisitions
Committee of the Board. Mr. Collins also agreed to undertake such other duties
and responsibilities as agreed upon with the Company. The contract provided for
an annual fee equal to one-quarter of the base salary plus bonus paid to Mr.
Brock for the preceding fiscal year and a non-competition fee also equal to
one-quarter of the base salary plus bonus paid to Mr. Brock for the preceding
fiscal year. The August 31, 1994 contract was canceled and replaced by a
one-year contract dated January 16, 1996, whereby Mr. Collins agreed to serve as
President, Chief Executive Officer, Director and Vice Chairman of the Board of
Directors. The January 16, 1996 contract provided for a base salary of $300,000
per year, a one-time signing bonus of $75,000 and a recommendation that the
Compensation Committee award Mr. Collins an option to acquire 100,000 shares of
Common Stock under the Company's stock option plan.

Mr. Jacoby's compensation was governed initially by a three-year written
contract dated August 31, 1994 whereby Mr. Jacoby agreed to serve as Chief
Operating Officer. The contract had an initial term of three years with
automatic one-year renewals on each

<PAGE> 14
anniversary date thereof. The contract was amended effective January 1, 1996 to
provide for a base salary of $225,000 per year, a one-time bonus of $100,000 and
a recommendation that the Compensation Committee award Mr. Jacoby an option to
acquire 25,000 shares of Common Stock under the Company's stock option plan.

Mr. Kelly's compensation was governed initially by a three-year written
contract dated June 1, 1993, whereby Mr. Kelly agreed to serve as Chief
Financial Officer. The contract had an initial term of three years with
automatic one-year renewals on each anniversary date thereof. The contract was
amended effective January 1, 1996 to provide for a base salary of $225,000 per
year, a one-time bonus of $100,000 and a recommendation that the Compensation
Committee award Mr. Kelly an option to acquire 25,000 shares of Common Stock
under the Company's stock option plan.

Mr. Collins, Mr. Jacoby, and Mr. Kelly entered into new employment contracts
approved by the Compensation Committee and dated May 15, 1996. The new contracts
did not change the salary or benefits of any of those officers, except that
Metrocall will now be responsible for certain life insurance premiums incurred
by Mr. Collins. The term of employment for each of the officers was extended to
December 31, 1999 from December 31, 1996 (for Mr. Collins), August 31, 1998 (for
Mr. Jacoby), and June 1, 1999 (for Mr. Kelly). In addition, Mr. Collins'
contract now includes a provision (similar to that in Messrs. Jacoby's and
Kelly's contracts) for automatic one-year extensions on anniversaries of May 15.
Pursuant to their terms, each of Messrs. Collins', Jacoby's and Kelly's contract
has been automatically extended through December 31, 2000.

The contract provisions regarding termination of employment are described
below.

Termination of Employment Contract Provisions for Messrs. Collins, Jacoby and
Kelly. Each of Messrs. Collins', Jacoby's and Kelly's contracts provides that,
if the executive's employment is terminated without cause, if the executive
terminates the contract for good reason, or if the executive's employment is
terminated by reason of death or disability, Metrocall will pay the executive or
his estate the full base salary and benefits (in connection with termination
without cause or resignation for good reason) that would otherwise have been
paid to the executive during the remaining term of the agreement. Terminations
without cause or resignations for good reason would also require Metrocall to
pay the executive, at his election, the difference between the fair market value
of stock subject to options (including those otherwise unexercisable) and the
price he would have had to pay to exercise the options. If the executive
voluntarily terminates employment (other than for good reason), Metrocall will
pay the executive one year's base salary and benefits under the contract. The
reasons for resignation for good reason under the revised contracts include the
termination of any of the others for reasons other than cause, death, or
disability.

Change of Control Agreements for Messrs. Collins, Jacoby and Kelly.
Messrs. Collins, Jacoby, and Kelly entered into separate change of control
agreements approved by the Compensation Committee as of May 15, 1996 to run
through December 31, 1999 (with automatic extensions). Each such contract has
been automatically extended through December 31, 2000. Changes of control are
defined as (i) any action required to be reported pursuant to Item 6(e) of
Schedule 14A as a "change of control" (generally a 50% change in share
ownership but other changes may also qualify), (ii) any person's acquiring more
than 25% of the voting power of Metrocall voting stock, unless with the prior
approval of the Board, (iii) changes in Board membership such that during any
two consecutive years, Board members at the beginning constitute less than a
majority of the Board at the end (including as Board members at the beginning
of the period any directors added during the period with approval of two-thirds
of the Board), (iv) merger or reorganization in which Metrocall does not
survive or in which the outstanding shares of Metrocall are converted into
other shares or securities (except through a reincorporation or setting up a
holding company); (v) a more than 50% turnover of voting power in a merger,
reorganization, or similar transaction approved by stockholders, unless 75% of
the Board carries over to the new entity; or (vi) any other event the Board
determines constitutes a change of control. A change of control is also deemed
to occur if the executive is removed at the request of a third party who has
taken steps to effect a change of control or the termination was otherwise
caused by a change of control. Under the change of control agreements,
executives would be entitled to payment of three times the sum of their salary
and most recent bonus within 30 days after termination of employment after a
change of control (other than termination for death, disability, or cause),
together with a payment of the option spread (as described above under
terminations of employment), paid health coverage for up to 18 months, and
certain other benefits. Payments would be grossed up, as necessary, to provide
that the executive receives his payments net of any excise taxes and any taxes
on the excise payment (but the executive would remain responsible for any
income taxes on the payment).

Severance Agreement. Mr. Kidd had entered into a three-year written contract
dated June 1, 1993 whereby Mr. Kidd agreed to serve as Chief Executive Officer.
The base salary under this agreement, as set by the Compensation Committee of
the Board of Directors, was $210,000. Effective January 16, 1996, Mr. Kidd
resigned his position as Chief Executive Officer. Pursuant to the terms of a
severance agreement with Mr. Kidd dated February 7, 1996, Mr. Kidd's employment
agreement dated June 1, 1993 was canceled. The Company paid Mr. Kidd a lump sum
of $75,000 upon the execution of the severance agreement and will continue to
pay Mr. Kid $210,000 per year until May 31, 1998. In lieu of benefits due Mr.
Kidd under his employment agreement, the Company will pay Mr.

<PAGE> 15
Kidd $600 per month for 12 months. In addition, Mr. Kidd will be entitled to all
rights provided under 1993 and 1994 stock option awards and related agreements.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

Executive Compensation Philosophy. Metrocall's philosophy regarding
executive compensation is to offer competitive and fair compensation that will
attract and retain key executives, and to reward executives and hold them
accountable for Metrocall's overall performance. Particular factors that the
Compensation Committee believes important in assessing performance are growth
in the number of pagers in service and cash flow, on an annual basis, and, on a
longer term basis, growth in stockholder value as measured by stock price. In
establishing appropriate levels for base salary, the Compensation Committee
considered base salary levels of senior executives at other public paging
companies, particularly in the peer group described in the performance graph
below ("Peer Group") and the particular officer's overall contributions to
Metrocall during the past year and previously. Annual performance bonuses are
based upon the Compensation Committee's evaluation of the executive's
performance in achieving corporate objectives during the preceding fiscal year.
Option grants are designed to reward an executive officer for his or her
overall contribution to Metrocall and to serve as an incentive to achieve
Metrocall's goal of increasing stockholder value.

In 1996, many of the Compensation Committee's decisions were motivated by its
view that, following the resignation of the Company's former Chief Executive
Officer and replacement its Chairman of the Board, achievement of the
Company's objectives required the long-term retention of the core management
group consisting of William Collins, Steven Jacoby and Vincent Kelly.
Accordingly, the Committee during the course of the year approved three-year
employment contracts with each executive, as well as agreements providing
benefits in the event of a change in control of Metrocall.

Base Salary. In determining the appropriate level of base salaries, the
Compensation Committee considers responsibility, prior experience and
accomplishments and the relative importance of the position in achieving
Company objectives. The Compensation Committee also sets base salaries at
levels necessary to retain key employees. For this purpose, the Compensation
Committee considers base salary levels paid by companies in the Peer Group and
salary levels paid by other companies competing for executive talent. Mr.
Collins' base salary for 1996 was established in his January 1996 employment
contract, and is comparable to that of the Company's former President and
Chairman of the Board. During the course of the year, the Committee considered
whether to increase the base salaries of the key executives. It decided to
maintain salaries at the levels specified in the employment agreements entered
into early in the year. In accordance with the Compensation Committee's
recommendations in August 1995, the base salary of Harry Brock, former Chairman
of the Board and President, was reduced, effective August 1, 1996, from
$233,000 to $167,000.

<PAGE> 16
Bonuses. In January 1996, the Compensation Committee approved a special
bonus to Mr. Collins of $75,000 to induce him to accept the position of Chief
Executive Officer. The Committee also approved bonuses to Messrs. Jacoby and
Kelly of $100,000 based on its assessment of their accomplishments in achieving
corporate objectives in 1995, in particular Metrocall's successful debt and
equity offerings.

Stock Option Grants. The Compensation Committee believes that stock options
are necessary to focus each executive's attention on the Company's goal of
increasing stockholder value as reflected in the stock price. In determining
the level of option grants, the Compensation Committee considers the
executive's level of stock ownership and position in the Company. The
Compensation Committee has determined that the overall level of stock options
for the year is consistent with the practice of companies in the Peer Group.
During 1996, the Compensation Committee approved awards of 100,000 options to
Mr. Collins, and awards of 50,000 options each to Messrs. Jacoby and
Kelly.

Stock Option Repricing. In January 1996, the Committee approved a repricing
of $50,000 options granted to each of Messrs. Jacoby and Kelly in July 1996.
The repricing reduced the exercise price from $20.25 per share to $19.125 per
share. The Committee approved this action as part of the compensation package
designed to ensure their retention and continued performance in light of
the management changes discussed above.

Beginning in June 1996, following reports of adverse operating results
and other developments reported by other companies in the paging
industry, there occurred a significant decline in the trading prices of the
stocks, of paging companies, including the Company's. In response to this
industry-wide decline, the Compensation Committee decided, on September 18,
1996, to change the exercise price of all non-qualified options outstanding to
all current employees of the Company as of that date. The exercise price was
reset at $7.9375 per share, the closing price of Common Stock on that date.
The Committee concluded that, absent the repricing, the options, originally
priced between $13 and $21 per share (except for 20,000 shares at $8), would no
longer serve their intended function of providing an incentive to employees to
achieve Metrocall's goal of increasing stockholder value. The Compensation
Committee, as of October 31, 1996, granted replacement incentive stock options
("ISOs") to holders of ISOs to provide them with comparable incentives. The
exercise price for these ISO grants was $7.3975, the September 18, 1996 closing
price, which was higher than the closing price of Common Stock on October 31.

Submitted by the Compensation Committee of Metrocall as of ______________ , 1997

Francis A. Martin, III Ronald V. Aprahamian

METROCALL PERFORMANCE

The following table sets forth comparative information regarding Metrocall's
cumulative stockholder return on the Common Stock since July 1993, when the
Common Stock first became publicly traded. Total stockholder return is measured
by dividing total dividends (assuming dividend reinvestment) plus share price
change for a period by the share price at the beginning of the
measurement period. Metrocall's cumulative stockholder return based on an
investment of $100 on July 16, 1993 through December 31, 1996, is compared to
the cumulative total return of the NASDAQ Market Index and an index comprised
of publicly traded paging companies (the "Peer Group Index") during that same
period. The Peer Group Index is based on the cumulative total stockholder
return of publicly traded companies which solely engage in the paging line of
business, and which were already publicly traded as of July 1993. These
companies are Arch Communications Group, Inc. (APGR), Paging Network Inc.
(PAGE) and ProNet, Inc. (PNET). The returns of each component issuer of the
Peer Group Index has been weighted according to the respective issuer's stock
market capitalization at the beginning of each period for which a return is
indicated. Page America Group, Inc. (PGG) was previously included in the Peer
Group. It was removed from listing on the AMEX in May 1996, and accordingly no
quotations are available.

COMPARISON OF CUMULATIVE TOTAL RETURN
OF COMPANY, PEER GROUP AND BROAD MARKET

[GRAPH OMITTED]

<TABLE>
<CAPTION>
NASDAQ
METROCALL, INC. PEER GROUP MARKET
--------------- ---------- ------
<S> <C> <C> <C>
BASE 100.00 100.00 100.00
09/30/1993 133.96 121.32 105.02
12/31/1993 132.08 135.76 105.26
03/31/1994 135.85 104.91 106.96
06/30/1994 98.11 123.91 106.05
09/30/1994 129.25 132.83 111.70
12/30/1994 128.30 152.74 109.46
03/31/1995 126.42 152.90 112.69
06/30/1995 137.74 158.26 123.28
09/29/1995 209.43 219.09 137.36
12/29/1995 144.34 220.96 136.26
03/29/1996 156.60 224.05 142.55
06/28/1996 83.96 209.50 153.12
09/30/1996 48.11 172.77 157.34
12/31/1996 37.85 130.65 164.74
</TABLE>

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

RELATED PARTY TRANSACTIONS

Metrocall leases its office space in Alexandria, Virginia from Beacon
Communications Associates, Ltd. ("Beacon Communications"), a Virginia limited
partnership that engages in real estate investment and leasing, and in which
Metrocall is a general partner and has a 20% interest. Mr. Brock and Ms. Brock
are limited partners of Beacon Communications, holding 20% and 30% interests,
respectively. Their children, David H. Brock and Lisa S. Brock, are also limited
partners of Beacon Communications, holding 10% each. The lease terminates in
July 2010. Metrocall paid rent for the premises during 1996 on a monthly basis
in the annual amount of $229,000. The annual rent for 1997 is expected to be
approximately $229,000.

Metrocall also leases an antenna site from Beacon Communications. The lease
terminates in November 2010. Metrocall paid rent for the site during 1996 on a
monthly basis in the annual amount of $68,000. The annual rent for the site is
expected to be approximately $67,000 in 1997.

<PAGE> 17
Beacon Communications financed the construction of the Alexandria, Virginia
office building with an Industrial Revenue Bond in the principal amount of
$1,800,000 issued by the Fairfax County, Virginia Economic Development
Authority, dated December 20, 1983 (the "IRB"). Mr. Brock and Ms. Brock have
guaranteed, in their individual capacities, payment of the final $400,000 due on
the IRB. On December 31, 1996, the principal amount outstanding on the IRB was
approximately $914,000. During 1996, Beacon Communications repaid the principal
balance outstanding ($145,000) of a note payable to Metrocall..

Metrocall leases its Harrisburg, Pennsylvania office space from 227
Associates, a Virginia general partnership that engages in real estate
investment and leasing, in which Metrocall is a general partner and has a 10%
interest. Mr. Brock and Ms. Brock are general partners of 227 Associates,
holding 10% and 60% interests, respectively. Metrocall paid rent for the
premises during 1996 on a monthly basis in the annual amount of $33,000. The
annual rent for the premises is expected to be approximately $33,000 in 1997.

Franklin Associates and 314 Associates are Virginia general partnerships owned
and controlled by the Brock family that license to Metrocall radio station
equipment and tower use for some of Metrocall's operations in Virginia. During
1996, Metrocall paid rent on a monthly basis in the annual amounts of
approximately $147,000 to 314 Associates and approximately $57,000 to Franklin
Associates. During 1997, Metrocall expects that its rent to 314 Associates and
Franklin Associates will be approximately $124,000 and $54,000, respectively.

Metrocall believes that its agreements with Beacon Communications, 227
Associates, 314 Associates and Franklin Associates are on terms that are no less
favorable to Metrocall than could be obtained from an unaffiliated party in an
arms-length transaction.

In July 1993, Metrocall and Messrs. Brock, Kidd and Kelly and Ms. Brock (the
"Subchapter S stockholders") entered into a Tax Indemnification Agreement
relating to their respective income tax liabilities in connection with
Metrocall's earlier status as an S Corporation. Because Metrocall became subject
to corporate income taxation after the Offering, the reallocation of income and
deductions between the period during which Metrocall was treated as an S Company
and the period during which Metrocall became subject to corporate income
taxation may have increased the taxable income of one party while decreasing
that of another party. Accordingly, the Tax Indemnification Agreement was
intended to assure that taxes are borne by Metrocall on the one hand and the
Subchapter S stockholders on the other hand only to the extent that such parties
are required to report the related income for tax purposes. Subject to certain
limitations, the Tax Indemnification Agreement generally provides that the
Subchapter S stockholders will be indemnified by Metrocall with respect to
Federal and state income taxes (plus interest and penalties) shifted from a
Metrocall taxable year subsequent to the Offering to a taxable year in which
Metrocall was an S Corporation. In addition, Metrocall will be indemnified by
the Subchapter S stockholders, subject to certain limitations, with respect to
federal and state income taxes (plus interest and penalties) that arise from a
termination of S Corporation status prior to the date of such termination or
which are shifted from S Corporation taxable year to a Metrocall taxable year
subsequent to the consummation of the Offering. Any payment made by Metrocall to
the Subchapter S stockholders pursuant to the Tax Indemnification Agreement
likely will be considered by the Internal Revenue Service or the applicable
state taxing authorities to be nondeductible by Metrocall for income tax
purposes. As of March 1, 1997, no indemnification obligations have arisen under
the Tax Indemnification Agreement with respect to any of the parties thereto.

Mr. William Collins, President, Chief Executive Officer, Director, and Vice
Chairman of the Board of Directors of Metrocall and former Chairman of the Board
of Directors, President and Chief Executive Officer of FirstPAGE, is a General
Partner in three real estate partnerships that leased commercial office space to
Metrocall at three locations in Alexandria, Virginia during 1996. Mr. Steven D.
Jacoby, Chief Operating Officer, is a general partner in one of such
partnerships. Leases on two of the Alexandria locations either expired or were
terminated in 1996. The lease payments to entities with whom Messrs. Collins and
Jacoby are affiliated amounted to approximately $31,000 for the year ended
December 31, 1996. The annual rent for the remaining lease in 1997 is expected
to amount to approximately $14,000.

At December 31, 1995, USA Telecommunications, Inc. ("USATel") had not reimbursed
the Company approximately $69,000 representing USATel employees' insurance
claims paid on behalf of USATel by Metrocall. Mr. Collins is Chairman of the
Board of Directors of USATel in addition to his positions as President, Chief
Executive Officer, Director and Vice Chairman of the Board of Directors of
Metrocall. The amount due from USATel was fully reserved for financial reporting
purposes at December 31, 1996.

The Company leases its regional office in Pensacola, Florida and warehouse
space from a company owned by Ray D. Russenberger, a member of the Board of
Directors and the former Vice Chairman of A+ Network, Inc. From the date of
acquisition through December 31, 1996, Metrocall, Inc. paid rent on a monthly
basis of approximately $43,200. The leases expire on dates ranging from May 31,
1998 to December 31, 1998. The annual rent for the premises is expected to be
approximately $520,000 in 1997.

<PAGE> 18
INDEBTEDNESS OF MANAGEMENT

In December 1986, Metrocall made a loan to Mr. Brock in the original principal
amount of $350,000 to finance Mr. Brock's purchase of a 33.3% interest in Page
KOM. The promissory note bears an annual interest rate of 7.39%. The principal
is payable when the note becomes due on December 31, 1996, subject to
acceleration in the event of a default as defined in the promissory note. At
December 31, 1995, for financial accounting purposes, the accrued interest of
$60,000 was written off and the principal of $267,000 was written down to
$50,000. On February 9, 1996, Mr. Brock paid $50,000 to the Company, and
accordingly the loan has been deemed satisfied.

RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS

(PROPOSAL TWO)

The Board of Directors of Metrocall has appointed the firm of Arthur Andersen
LLP to continue as independent public accountants for Metrocall for the fiscal
year ending December 31, 1997, subject to ratification of such appointment by
the stockholders. Arthur Andersen LLP has acted as the independent public
accountants of Metrocall since 1993. Unless otherwise indicated, properly
executed proxies will be voted in favor of ratifying the appointment of Arthur
Andersen LLP, independent public accountants, to audit the books and accounts of
Metrocall for the fiscal year ending December 31, 1997. No determination has
been made as to what action the Board of Directors would take if the
stockholders do not ratify the appointment.

Representatives of Arthur Andersen LLP will be present at the Annual Meeting.
They will be given the opportunity to make a statement if they desire to do so
and will be available to respond to appropriate questions.

The Board of Directors recommends that you vote FOR the ratification of the
appointment of Arthur Andersen LLP as independent public accountants for the
fiscal year ending December 31, 1997.

AMENDMENT OF METROCALL CHARTER TO INCREASE IN THE NUMBER OF
AUTHORIZED SHARES OF COMMON STOCK

(PROPOSAL THREE)

The Board of Directors has determined that it is in the best interests of
the Company and its stockholders to increase the authorized number of shares of
Common Stock from 33,500,000 to 60,000,000. The Board recommends that the
stockholders approve the amendment to Section 4.1 of the Company's Amended and
Restated Certificate of Incorporation (the "Charter") to effect the proposed
increase. The provisions of Section 4.1 of the Charter, as proposed to be
amended, is set forth in Exhibit A to this Proxy Statement. The purposes of the
amendment are 1) to authorize additional shares of Common Stock that can be
reserved for issuance upon conversion of the Series A Preferred; 2) to authorize
additional shares of Common Stock that can be reserved for issuance upon
conversion of the Company's Series B Junior Convertible Preferred Stock ("Series
B Preferred"), to the extent such Series B Preferred is issued as part of the
consideration for the acquisition of substantially all the assets of Page
America Group, Inc. and its subsidiaries ("Page America"); and 3) to authorize
additional shares of Common Stock for issuance upon exercise of current and
future employee stock options and for other corporate purposes.

<PAGE> 19
SERIES A PREFERRED

On November 15, 1996, the Company raised $39.9 million in equity capital
through a private placement of Series A Preferred having a liquidation
preference of $39.9 million and warrants to purchase 2,915,254 shares of Common
Stock. The Series A Preferred has a dividend rate of 14% of the stated value per
year, payable semi-annually in cash or in additional shares of Series A
Preferred, at the Company's option. The Series A Preferred, including shares
paid as dividends, will be convertible into Common Stock beginning November 15,
2001, or sooner upon the occurrence of certain "change in control" events. Under
the terms of the certificate of designation for the Series A Preferred, the
Company is required to reserve and keep available at least 15,000,000 shares out
of its authorized but unissued shares of Common Stock at all times for the
purpose of effecting conversion of the Series A Preferred into Common Stock. The
agreement with the purchasers of the Series A Preferred requires the Company to
seek stockholder approval of an increase in the number of authorized shares of
Common Stock to 50,000,000 shares on or prior to June 1, 1997.

If the stockholders do not approve the proposed increase in authorized
shares of Common Stock, the dividend rate of Series A Preferred will increase
from 14% to 16%, and dividends will be payable in cash to the extent permitted
by applicable covenants in the Company's debt agreements. Such covenants
currently would permit the payment of up to $10 million a year in cash
dividends, if certain debt ratios are otherwise satisfied. In addition, the
holders of Series A Preferred will be permitted to elect additional directors to
Metrocall's Board of Directors so that such directors constitute no less than
40% of the members of the Board of Directors. These terms will remain in effect
until the required increase in authorized shares is approved.

The Board of Directors believes that these provisions of the Series A
Preferred could have an adverse impact on the Company and the holders of Common
Stock. Even if permitted by applicable debt ratios, payment of the Series A
Preferred dividends in cash, in the Board's view, would not represent the best
use of the Company's available cash resources, which could otherwise be invested
in the business, and such dividends could result in an increase in leverage if
borrowing were necessary to pay such dividends. If the dividends were paid in
additional shares of Series A Preferred instead of cash, the additional
accretion of Series A Preferred will result in there being a greater amount of
Series A Preferred ranking ahead of the Common Stock than there would be at the
lower dividend rate. And the Series A Preferred Stock would potentially gain
greater power to influence or control the Company's management though obtaining
40% of the seats on the Board of Directors.

PAGE AMERICA ACQUISITION

In April 1996, the Company agreed to acquire substantially all the assets
of Page America (the "Page America Acquisition"). Subsequently, the Company and
Page America negotiated a revision in the terms of the Page America Acquisition
to give the Company financial flexibility in choosing the mix of consideration
to be paid for Page America's assets, in light of the Company's debt position
and borrowing capacity following the A+ Network merger, and to reflect
adjustments based on Page America's operations. On January 30, 1997, Metrocall
and Page America executed an Amended and Restated Asset Purchase Agreement (the
"Page America Agreement"). Pursuant to the Page America Agreement, [as
subsequently modified,] the cash consideration previously payable to Page
America for its assets was reduced from $55 million to $25 million. As part of
the revised consideration, Metrocall agreed to issue to Page America 1,500
shares of Series B Preferred having a value upon liquidation or redemption of
$15 million, [762,960] shares of Common Stock, and shares of Common Stock or
other securities having a share value equal to $15,000,000, subject to certain
adjustments. The Series B Preferred carries a dividend rate of 14% and will rank
senior in right of payment upon liquidation to the Common Stock (but junior to
the Series A Preferred).

In the event that, at the closing of the Page America Acquisition, the
number of authorized and unissued shares of Common Stock that are not reserved
for other purposes is less than the number of shares of Common Stock to be
issued to Page America pursuant to the formula in the Page America Agreement,
then Metrocall will issue fractional shares of a series of preferred stock
("Common Stock Equivalents") having rights comparable to shares of Common Stock.
The number of Common Stock Equivalents to be issued will be equal to the excess
of the number of shares of Common Stock calculated in accordance with the
formula in the Page America agreement over the number of shares available for
issuance. The Common Stock Equivalents and the Series B Preferred, by their
terms, are convertible into Metrocall Common Stock in specified circumstances,
although the convertibility of the Series B Preferred Stock is subject to
shareholder approval. Metrocall retains the option to substitute cash at closing
for all or a portion of the equity securities that are part of the consideration
for the Page America Acquisition. Metrocall will also have the ability to redeem
the Series B Preferred, in full or in part, for cash equal to its liquidation
value. If the amendment is approved, the Page America Agreement requires the
Company to reserve 3,500,000 shares of Common Stock for issuance upon conversion
of the Series B Preferred.

<PAGE> 20
The increase in the authorized number of shares will provide sufficient
authorized shares to permit issuance of Common Stock upon the conversion of the
Series B Preferred or the Common Stock Equivalents. If the amendment to increase
the authorized shares is not approved by June 1, 1997, any Common Stock
Equivalents issued in the transaction will be automatically converted to Series
B Preferred Stock. That would increase the amount of Series B Preferred that
would rank senior to the Common Stock. By contrast, if the amendment is
approved, each Common Stock Equivalents would be converted into a share of
Common Stock on a one-for-one basis. Although Metrocall retains the option to
substitute cash at closing for all or a portion of the equity securities that
are part of the consideration, authorization of additional shares of Common
Stock will provide the Company with the flexibility to close the Page America
Acquisition for a mix of consideration that management believes is most
beneficial to the Company at the time of closing.

OTHER CORPORATE PURPOSES

Finally, the Board of Directors recommends increasing the number of
authorized shares to 60,000,000 to provide additional shares for other
corporate purposes in addition to conversion of the Series A Preferred and the
Series B Preferred. These shares would be available for issuance at the
discretion of the Board of Directors in connection with acquisitions, efforts
to raise capital for the Company, and other corporate purposes. Increasing the
number of authorized shares will provide the Company with additional
flexibility to pursue acquisitions which the Board believes provide the
potential for growth and scale without the delay and uncertainties occasioned
by the need to obtain stockholder approval prior to the consummation of the
transaction. Although the Board has no current plans to effect such actions,
the additional authorized shares also would be available to raise cash assets
through sales of stock to public and private investors. Furthermore, having
such additional shares authorized and available for issuance or reservation
will provide the Company with greater flexibility in implementing potential
future actions involving the issuance of stock, including stock dividends or
stock splits. The ability to issue shares, as deemed in the best interests of
the Company by the Board, will also permit the Company to avoid the expenses
which are incurred in holding special stockholders' meetings in the future.
Increasing the number of authorized shares will not materially affect any
substantive rights, powers or privileges of current stockholders. Additional
shares of Common Stock will be issued only upon a determination of the Board of
Directors that a proposed issuance is in the best interests of the Company.

Approval of the amendment to the Charter will require the affirmative vote of
the holders of a majority of the outstanding shares of the Company's Common
Stock. Abstentions and broker non-votes will be equivalent to a vote against the
amendment.

The Board of Directors recommends that you vote FOR the amendment to the
Company's Amended and Restated Certificate of Incorporation.

APPROVAL OF CONVERTIBILITY OF SERIES B PREFERRED STOCK

(PROPOSAL FOUR)

The Board of Directors proposes that the stockholders approve the
provisions of Section 5 of the Certificate of Designation, Number, Powers,
Preferences and Relative, Participating, Optional and Other Rights of the Series
B Preferred ("Certificate of Designation"). These provisions permit the
conversion of Series B Preferred into Common Stock in certain circumstances.
Under applicable rules of the Nasdaq Stock Market, stockholder approval of
convertibility is required because the Common Stock that could be issued upon
conversion of the Series B Preferred, plus the other Common Stock and Common
Stock Equivalents to be issued to Page America in the Page America Acquisition,
would exceed 20% of the issued and outstanding shares of Common Stock. The
Certificate of Designation, including the convertibility provisions of Section
5, is set forth as Exhibit B to this Proxy Statement.

<PAGE> 21
As described above in connection with Proposal Three, as part of the
consideration for the Page America Acquisition, the Company agreed to issue to
Page America 1,500 shares of Series B Preferred and additional shares under
certain circumstances. Each share of Series B Preferred has a stated value of
$10,000 per share. Each share has a liquidation preference equal to its stated
value, which is junior to the Series A Preferred Stock but senior to shares of
Common Stock. The Series B Preferred carries a dividend of 14% of the stated
value per year, payable semi-annually in cash or in additional shares of Series
B Preferred, at the Company's option. Subject to approval of the conversion
rights by the holders of Common Stock, beginning on each of September 1, 1997,
December 1, 1997, March 1, 1998 and June 1, 1998, the holders of Series B
Preferred have the right to convert up to 25% of the number of Series B
Preferred Stock initially issued (plus shares of Series B Preferred issued as
dividends on such shares, and as dividends on such dividends) into that number
of shares of Common Stock equal to the stated value divided by the average of
the closing price of the Common Stock for the 10 trading days prior to each
conversion dated. The conversion price will be subject to adjustment based on
stock splits, stock dividends, issuance of securities below current market price
and other events. If the Company elects to redeem Series B Preferred, Stock the
holders thereof will have the right to convert any Series B Preferred which was
then convertible into Common Stock within 15 business days after receipt of
notice of redemption.

If the stockholders of the Company do not approve the conversion provisions
discussed above, the dividend rate will increase to 17% on July 1, 1997, 18% on
October 1, 1997, 19% on January 1, 1998 and 20% on April 1, 1998, but will
revert to 14% at such time as such stockholder approval is obtained.
Accordingly, stockholder approval of the convertibility of the Series B
Preferred Stock is necessary to avoid increasing dividend rates on Series B
Preferred Stock. The Board of Directors believes that the proposal is in the
best interests of the Company and its stockholders, since the increased
accretion of Series B Preferred at the higher dividend rate would result in
there there being a greater amount of Series B Preferred ranking ahead of the
Common Stock than there would be at the lower dividend rate.

Approval of this proposal will require the affirmative vote of the holders of
a majority of the shares of the Company's Common Stock present in person or by
proxy at the Annual Meeting. For purposes of determining the number of shares
present or represented, abstentions will be counted (and will, therefore, be
equivalent to a vote against), but broker non-votes will not be counted.

The Board of Directors recommends that you vote FOR the approval of the
provisions of Section 5 of the Certificate of Designation of the Series B
Preferred Stock permitting the convertibility of Series B Preferred into Common
Stock.

AMENDMENT TO 1996 STOCK OPTION PLAN

(PROPOSAL FIVE)

The Board of Directors proposes that the stockholders of the Company approve
certain amendments (the "Certain Amendments") to the Metrocall, Inc. 1996 Stock
Option Plan (the "1996 Stock Option Plan" or the "Plan"). The 1996 Stock Option
Plan became effective April 5, 1996 (the "Effective Date"), pursuant to the
approval of the stockholders of the Company. On February 5, 1997, the Board of
Directors adopted a restated and amended version of the 1996 Metrocall Stock
Option Plan (the "Revised Plan").

The Revised Plan makes several important changes to the Plan in light of the
relaxation of requirements in Rule 16b-3 of the Securities and Exchange Act of
1934 and other administrative concerns. The following is a summary of the
Revised Plan and a description of the amendments that are subject to Stockholder
approval ( "Plan Amendments"). This summary description is a fair and complete
summary of the proposed changes to the 1996 Plan; however, it is qualified in
its entirety by reference to the full text of the Revised Plan, which is
attached to this Proxy Statement as Exhibit C.

GENERAL

Purpose. The 1996 Revised Plan offers eligible employees and non-employee
directors the opportunity to purchase shares of Common Stock. The Plan is
intended to encourage employees and non-employee directors to acquire an equity
interest in the Company, which thereby will create a stronger incentive to
expend maximum effort for the growth and success of the Company and its
subsidiaries. Funds received by the Company under the Plan may be used for any
general corporate purpose.

Eligibility. All employees of the Company and certain subsidiaries and those
non-employee directors who have never been employees of the Company and its
subsidiaries ("Eligible Directors") are eligible to participate in the Revised
Plan. As of March 14, 1997, there were 2,058 employees and seven Eligible
Directors eligible to receive grants under this Plan.

<PAGE> 22
Shares Available Under the Revised Plan. The Revised Plan authorizes the
issuance of up to 2,000,000 shares of Common Stock. The number of shares
issuable under the Plan will be adjusted for stock dividends, stock splits,
reclassifications and other changes affecting Metrocall's Common Stock. If any
option granted under the Revised Plan expires or terminates prior to exercise in
full, the shares subject to that option will be available for future grants
under the Plan. The maximum number of shares that may be acquired under the Plan
by any individual is 750,000 shares, subject to adjustment for stock dividends,
stock splits, reclassifications, corporate transactions or other changes
affecting Common Stock. Because the Plan provides for discretionary grants of
options, the specific amounts to be granted to particular persons cannot be
determined in advance.

Administration. The Revised Plan is administered by Board of Directors or the
Compensation Committee of the Board of Directors (the "Committee"). The
Committee has the authority and discretion to select employees to participate in
the Plan, to grant options to employees under the Plan, to specify the terms and
conditions of options granted to employees (within the limitations of the Plan)
and to otherwise interpret and construe the terms of the Plan and any agreements
governing options granted under the Plan. The Committee has no discretion over
the options granted to Eligible Directors. The Board of Directors has authority
under the Plan Amendments to make discretionary grants to Eligible Directors or
to modify the terms of formula grants to Eligible Directors.

OPTIONS GRANTED UNDER THE PLAN

General. All options granted under the Plan will be evidenced by a written
agreement setting forth the terms and conditions governing the option. The
Committee has broad discretion to determine the timing, amount. exercisability
and other terms and conditions of options granted to employees, but will have no
discretion over the terms and conditions of options granted to Eligible
Directors. No options granted under the Plan are assignable or transferable,
other than by will or in accordance with the laws of descent and distribution.

Options Granted to Employees. Both incentive stock options and
non-stockholder stock options are available for employees under the Revised
Plan. For incentive stock options. the option price will be not less than the
fair market value of a share of Common Stock on the date the option is granted.
However, if the employee receiving the option is a more than 10% owner of Common
Stock, the option price will not be less than the greater of par value or 110%
of the fair market value of a share of Common Stock on the date the option is
granted. For non-qualified options, the option price will be not less than the
par value of the Common Stock. The closing price of a share of Common Stock, as
reported on the Nasdaq Stock Market on March 14, 1997 was $5 1/16.

Formula Options Granted to Directors. All options granted to Eligible
Directors will be non-qualified options. On the effective date of the Plan, all
Eligible Directors were granted an initial option to purchase 10,000 shares of
Common Stock. Thereafter, every Eligible Director will be granted an initial
option to purchase 10,000 shares of Common Stock at the time such Eligible
Director commences service on the Board of Directors. Subsequently, each
Eligible Director who received an initial grant of an option will receive an
additional option to purchase 1,000 shares of Common Stock on each anniversary
of the initial option, provided that the director continues to be an Eligible
Director on each anniversary date. Options granted to Eligible Directors will
become fully vested six months after the date of grant. The exercise price for
options granted to Eligible Directors will be the fair market value of the
Common Stock on the date the option is granted or the date of stockholder
approval of the Plan, if later.

Discretionary Grants to Directors. As permitted under revised Rule 16b-3, the
Plan Amendments broaden the extent to which directors can receive options under
the plan. As previously approved, the 1996 Plan provided that nonemployee
directors were eligible only for grants pursuant to a specified formula.
Section 7.2 of the Revised Plan provides that the full Board of Directors can
make grants to any and all directors in its discretion. The formula grants
remain in place in the Revised Plan, but the full Board of Directors is also
given the authority to amend those formula grants as it deems appropriate. The
Board believes that this change is in the best interests of the Company in that
it will facilitate its attracting, retaining and motivating qualified outside
directors. This change is contingent on stockholder approval.

In connection with this amendment, the Board approved grants to Messrs. R.
Aprahamian, Brock, Greene, Martin, Poppa, Russenberger, and Singer and Ms. Brock
of 5,000 shares each at an exercise price of $6.00 per share. It also made
grants to Messrs. R. Aprahamian and Martin of 10,000 and 10,000 shares
respectively at an exercise price of $6.00 per share in substitution for options
previously granted under the 1996 Plan and made grants under the Revised Plan to
Messrs. R. Aprahamian, Johnston, and Martin of 1,000, 2,000, and 2,000 shares
respectively at an exercise of $6.00 per share to supplement their
out-of-the-money options under the Company's prior stock option plan for
directors. All changes to director options are contingent on stockholder
approval of the Plan Amendments. to the Revised Plan.

<PAGE> 23
Exercise. Options granted under the Revised Plan to employees or Eligible
Directors may be exercised by delivery to the Committee of a written notice of
exercise. The notice must specify the number of shares being exercised and must
be accompanied by payment in full of the option price for the shares being
exercised (unless the optionee's written notice of exercise directs that the
stock certificates for the shares issued upon the exercise be delivered to a
licensed broker acceptable to Metrocall as the agent for the optionee and at the
time the stock certificates are delivered to the broker, the broker tenders to
Metrocall cash or cash equivalents acceptable to Metrocall equal to the exercise
price).

The option price may be paid as permitted by the option agreement, (a) in
cash or certified check, (b) by tendering shares of Common Stock that the
optionee has held for at least 6 months or acquired under an option granted not
less than 6 months prior and that will be valued at the fair market value on the
date of exercise; or (c) any combination of these methods. An optionee will not
have any of the rights of a stockholder until payment in full for the shares is
received and a stock certificate is issued. In addition, with respect to options
granted to employees, options may be exercised by any other method that the
Committee prescribes.

For options granted to employees, the Committee may prescribe in the option
agreement that the optionee may elect to satisfy any federal, state or local
withholding tax requirements by directing Metrocall to apply shares of Common
Stock to which the optionee is entitled as a result of the exercise of the
option in order to satisfy such withholding requirements.

Termination of Service. The Committee has discretion to fix the period in
which options granted to employees may be exercised after termination of
employment. Vested options granted to Eligible Directors remain exercisable for
the remaining term of the option unless the Board specifies otherwise (see "Term
of Options," below).

Term of Options. Each option granted under the Plan will terminate no later
than 10 years after the date the option is granted. However, options intended to
be incentive stock options granted to employees under the Plan will expire no
later than 5 years after the date of the grant if the option is granted to an
employee who owns (or is deemed to own) more than 10% of the outstanding Common
Stock.

OTHER AMENDMENTS

In addition to providing for discretionary grants to directors, the Revised
Plan, in Section 11, eliminates provisions in the 1996 Plan that required
stockholder approval in a number of circumstances for which it would not be
required by the securities laws in the future. The Board concluded that this
change is in the best interests of the Company because it eliminates corporate
expenses and limitations on optionees that are no longer necessary for legal
compliance. Under the Revised Plan, stockholder approval is required only for
changes to the incentive stock options and only to the extent necessary to
preserve their tax treatment. This change to the requirements for stockholder
approval is also contingent on stockholder approval of the Certain Amendments.

The Revised Plan also includes certain changes that were not required to be
be submitted to stockholders. These include bringing holders of options
exchanged for A+ Network options in the A+ Network Merger within the Plan, the
distribution of the Company's indexed Variable Common Rights under the 1996 Plan
to A+ Network option holders, and certain administrative changes, such as the
timing of the use of stock to pay withholding obligations. The Revised Plan also
changes the definition of "Compensation Committee" for purposes of the 1996
Plan.

AMENDMENT OR TERMINATION OF THE PLAN

The Board of Directors may amend or terminate the Revised Plan at any time
and from time to time, provided however, that no amendment may, without the
approval of a majority of the stockholders of the Company, amend the provisions
governing incentive stock options other than as permitted under the Internal
Revenue Code. The Plan will terminate no later than 10 years after its effective
date.

TAX CONSEQUENCES

The following is a general summary of the federal income tax treatment of
incentive stock options and non-qualified stock options to be granted under the
Revised Plan based upon the current provisions of the Code and regulations
promulgated thereunder.

Incentive Stock Options. Incentive stock options granted to employees under
the Revised Plan are intended to meet the requirements of Code section 422. No
tax consequences result from the grant of the option. If an option holder
acquires stock upon the exercise, no income will be recognized by the option
holder for ordinary income tax purposes (although the difference between the
option exercise price and the fair market value of the stock subject to the
option may result in alternative minimum tax liability to the option holder) and
the Company will be allowed no deduction as a result of the exercise, if the
following conditions are met: (a) at all times

<PAGE> 24
during the period beginning with the date of the granting of the option and
ending on the day three months before the date of such exercise, the option
holder is an employee of the Company or of a subsidiary; and (b) the option
holder makes no disposition of the stock within two years from the date the
option is granted nor within one year after the stock is transferred to the
option holder. In the event of a sale of such stock by the option holder after
compliance with these conditions, any gain realized over the price paid for
stock will ordinarily be treated as long-term capital gain, and any loss will be
treated as a long-term capital loss, in the year of the sale.

If the option holder fails to comply with the employment or holding period
requirements discussed above, the option holder will recognize ordinary income
in an amount equal to the lesser of (i) the difference between the fair market
value of the Common Stock received upon exercise and the option exercise price
or (ii) the excess of the amount realized upon such disposition over the
exercise price. If the option holder is treated as having received ordinary
income because of his failure to comply with either condition above, an
equivalent deduction will be allowed to the Company in the same year.

Nonqualified Stock Options. No tax consequences result from the grant of a
nonqualified stock option. An option holder who exercises a non-qualified stock
option with cash generally will realize compensation taxable as ordinary income
in an amount equal to the difference between the fair market value of the option
shares on the date of exercise and the option exercise price, and the Company
will be entitled to a deduction from income in the same amount. The option
holder's basis in such shares will be the fair market value of the shares on the
date exercised, and when the shares are disposed of, capital gain or loss,
either long-term or short-term, will be recognized depending on the holding
period of the shares.

NEW PLAN BENEFITS

The following benefits have been awarded under the Revised Plan, subject to
stockholder approval:

<TABLE>
<CAPTION>
Name and Position Number of Shares
- ------------------------------------------ ----------------
<S> <C>

William L. Collins, III, President
and Chief Executive Officer................. 0

Vincent D. Kelly, Chief Financial
Officer, Treasurer, and Vice President...... 0

Steven D. Jacoby, Chief Operating
Officer and Vice President.................. 0

Executive Group............................. 0

Non-Executive Director Group ............... 65,000 (a)

Non-Executive Officer Employee Group........ 0
</TABLE>

(a) Of the 65,000 shares, 20,000 were issued in replacement for options
previously issued under the 1996 Plan.

Additional benefits to be awarded under the Plan have not been determined at
this time.

Stockholder Approval

Approval of the Plan Amendments will require the affirmative vote of the
holders of a majority of the shares of the Company's Common Stock present in
person or by proxy at the Annual Meeting. For purposes of determining the
number of votes present or represented and entitled to vote, abstentions will
be counted (and will, therefore, be equivalent to a vote against), but broker
non-voter will not be counted) Failure of the stockholders to approve the Plan
Amendments will cause the rescission of the Plan Amendments, and any rights to
purchase shares granted pursuant to the Plan Amendments will be void.

The Board of Directors recommends that you vote FOR the proposal to approve
the Plan Amendments.

<PAGE> 25
OTHER MATTERS

As of the date of this Proxy Statement, the Board of Directors of Metrocall
does not know of any other matters to be presented for action by the
stockholders at the Annual Meeting. If, however, any other matters not now known
are properly brought before the Annual Meeting, the proxy holders will vote upon
the same according to their discretion and best judgment.

STOCKHOLDER PROPOSALS

Any proposal intended to be presented by any stockholder for action at the
1998 Annual Meeting of Stockholders of Metrocall must be received by the
Secretary of Metrocall at 6677 Richmond Highway, Alexandria, Virginia 22306 not
later than November 30, 1997, in order for the proposal to be considered for
inclusion in Metrocall's proxy statement and proxy relating to the 1998 Annual
Meeting.

By Order of the Board of Directors

/s/ RICHARD M. JOHNSTON

Richard M. Johnston
Chairman of the Board

Alexandria, Virginia,
April 7, 1997

A COPY OF THE METROCALL ANNUAL REPORT TO STOCKHOLDERS FOR THE FISCAL YEAR
ENDED DECEMBER 31, 1996 ACCOMPANIES THIS PROXY STATEMENT. METROCALL HAS FILED AN
ANNUAL REPORT FOR ITS FISCAL YEAR ENDED DECEMBER 31, 1996 ON FORM 10-K WITH THE
COMMISSION. STOCKHOLDERS MAY OBTAIN, FREE OF CHARGE, A COPY OF THE FORM 10-K BY
WRITING TO INVESTOR RELATIONS, METROCALL, INC., 6677 RICHMOND HIGHWAY,
ALEXANDRIA, VIRGINIA 22306.

22
<PAGE> 26
EXHIBIT A

PROPOSED AMENDMENT TO THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

The proposed amendment to Section 4.1 of the Company's Amended and
Restated Certificate of Incorporation that would be effective if Proposal Three
is approved by the stockholders is set forth below. Additions are underlined and
in bold type and deletions are in brackets and italicized type.

4. CAPITAL STOCK

4.1 AUTHORIZED SHARES.

The total number of shares of all classes of stock that the
Corporation shall have the authority to issue is 61,000,000 [34,500,000] shares,
of which 1,000,000 shares shall be Preferred Stock, having a par value of $0.01
per share (the "Preferred Stock") and 60,000,000 [33,500,000] shall be
classified as shares of Common Stock par value $0.01 per share ("Common Stock").
The Board of Directors is expressly authorized to provide for the classification
and reclassification of any unissued shares of Preferred Stock or Common Stock
and the issuance thereof in one or more classes or series without the approval
of the stockholders of the Corporation.
<PAGE> 27
EXHIBIT B

CERTIFICATE OF DESIGNATION, NUMBER, POWERS,
PREFERENCES AND RELATIVE, PARTICIPATING,
OPTIONAL AND OTHER RIGHTS OF
SERIES B JUNIOR CONVERTIBLE PREFERRED STOCK
OF
METROCALL, INC.

Metrocall, Inc. (the "Corporation"), a corporation organized and
existing under the General Corporation Law of the State of Delaware, hereby
certifies that, pursuant to the provisions of Section 151 of the General
Corporation Law of the State of Delaware, its Board of Directors, at a meeting
duly held on January 17, 1997, adopted the following resolution:

WHEREAS, the Board of Directors of the Corporation is authorized by
the Amended and Restated Certificate of Incorporation to issue up to 1,000,000
shares of preferred stock in one or more classes or series and, in connection
with the creation of any class or series, to fix by the resolutions providing
for the issuance of shares the powers, designations, preferences and relative,
participating, optional or other rights of the class or series and the
qualifications, limitations or restrictions thereof; and

WHEREAS, it is the desire of the Board of Directors of the
Corporation, pursuant to such authority, to authorize and fix the terms and
provisions of a series of preferred stock and the number of shares constituting
the series;

NOW, THEREFORE, BE IT RESOLVED, that there is hereby authorized a
series of preferred stock on the terms and with the provisions herein set forth
on Annex A attached to this resolution.

-------------------------------------
Shirley B. White
Assistant Secretary

ATTEST:

- --------------------------
Vincent D. Kelly
Chief Financial Officer

<PAGE> 28
ANNEX A

SERIES B JUNIOR CONVERTIBLE PREFERRED STOCK

The powers, designations, preferences and relative, participating,
optional or other rights of the Series B Junior Convertible Preferred Stock of
Metrocall, Inc. (the "Corporation") are as follows:

1. DESIGNATION AND AMOUNT.

This series of preferred stock shall be designated as "Series B
Junior Convertible Preferred Stock," and shall have $0.01 par value per share.
The number of authorized shares constituting this series shall be 9,000 shares.
Shares of the Series B Convertible Preferred Stock shall have a stated value of
$10,000 per share (the "Stated Value"). The Corporation may issue fractional
shares of Series B Junior Convertible Preferred Stock.

2. DIVIDENDS.

(a) Right to Receive Dividends. Holders of the Series B Junior
Convertible Preferred Stock shall be entitled to receive, when and as declared
by the Board of Directors of the Corporation (the "Board of Directors"), to the
extent permitted by the General Corporation Law of the State of Delaware,
cumulative dividends at the rate, in the form, at the times and in the manner
set forth in this Section 2. Such dividends shall accrue on any given share from
the day of issuance of such share and shall accrue from day to day whether or
not earned or declared.

(b) Form of Dividend. Any dividend payment made with respect to the
Series B Junior Convertible Preferred Stock may be made, at the sole discretion
of the Board of Directors, in cash out of funds legally available for such
purpose or by issuing the number of shares of Series B Junior Convertible
Preferred Stock equal to the amount of the dividend divided by the Stated Value.
Any such dividend payment may be made, in the sole discretion of the Board of
Directors, partially in cash and partially in shares of Series B Junior
Convertible Preferred Stock determined in accordance with the preceding formula;
provided, that, in the event that any such dividend payment is made partially in
cash and partially in shares of Series B Junior Convertible Preferred Stock,
each holder of Series B Junior Convertible Preferred Stock shall receive a
ratable amount of cash and Series B Junior Convertible Preferred Stock that is
proportionate to the amount of Series B Junior Convertible Preferred Stock held
by such holder on which such dividend is paid. All shares of Series B Junior
Convertible Preferred Stock issued as a dividend shall be fully paid and
nonassessable.

(c) Dividend Rate. The dividend rate on the Series B Junior
Convertible Preferred Stock shall be 14% of the Stated Value per share per
annum; provided, that unless and until the holders of the common stock, $.01 par
value of the Corporation (the "Common Stock")

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<PAGE> 29
approve the conversion provisions of Section 5 below, the dividend rate will
increase to 17% on July 1, 1997, 18% on October 1, 1997, 19% on January 1, 1998
and 20% on April 1, 1998, and will revert to 14% at such time as such
stockholder approval is obtained.

(d) Payment of Dividends. Dividends shall be payable in arrears,
when and as declared by the Board of Directors, on May 15 and November 15 of
each year (each such semiannual payment date a "Dividend Payment Date"), except
that if any such date is a Saturday, Sunday or legal holiday then such dividend
shall be payable on the first immediately succeeding calendar day which is not a
Saturday, Sunday or legal holiday. Dividends shall accrue on each share of
Series B Junior Convertible Preferred Stock from the date of issuance of such
share, and, after payment of a dividend as required hereunder, from and after
each Dividend Payment Date based on the number of days elapsed and a 365-day
year. The dividend payable on the first Dividend Payment Date with respect to
any share of Series B Junior Convertible Preferred Stock shall be the pro rata
portion of the Dividend Rate based upon the number of days from and including
the date of issuance, up to and including such first Dividend Payment Date and a
365-day year. Each dividend shall be paid to the holders of record of shares of
the Series B Junior Convertible Preferred Stock as they appear on the books of
the Corporation on such record date, not more than 45 days nor fewer than 10
days preceding the respective Dividend Payment Date, as shall be fixed by the
Board of Directors.

(e) Dividend Preference. Dividends on the Series B Junior
Convertible Preferred Stock shall be payable after dividends are paid on the
Series A Convertible Preferred Stock, $.01 par value, of the Corporation (the
"Series A Preferred Stock") and before any dividends or distributions or other
payments shall be paid or set aside for payment upon the Common Stock, the
variable common rights ("VCRs") issued pursuant to the Variable Common Rights
Agreement dated November 15, 1996 between the Corporation and First Union
National Bank of Virginia as Rights Agent, or any other stock ranking on
liquidation or as to dividends or distributions junior to the Series B Junior
Convertible Preferred Stock (any such stock or VCRs, together with the Common
Stock, being referred to hereinafter as "Junior Stock"), other than a dividend,
distribution or payment paid solely in shares of Common Stock or other Junior
Stock that is not Redeemable Stock. If at any time dividends on the outstanding
Series B Junior Convertible Preferred Stock at the rate set forth herein shall
not have been paid or declared and set apart for payment with respect to all
preceding and current periods, the amount of the deficiency shall be fully paid
or declared and set apart for payment, before any dividend, distribution or
payment shall be declared or paid upon or set apart for the shares of any class
of Junior Stock, other than a dividend, distribution or payment paid solely in
shares of Common Stock or other Junior Stock that is not Redeemable Stock. The
term "Redeemable Stock" shall mean any equity security that by its terms or
otherwise is required to be redeemed for cash on or prior to the Final
Redemption Date (as defined in Section 7) or is redeemable for cash at the
option of the holder thereof at any time prior to the Final Redemption Date.

If there shall be outstanding shares of any Parity Securities, no
full dividends shall be declared or paid or set apart for payment on any such
Parity Securities for any period unless full cumulative dividends have been or
contemporaneously are declared and paid or declared and a sum

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<PAGE> 30
or additional shares of Series B Junior Convertible Preferred Stock as permitted
hereunder sufficient for the payment thereof set apart for such payment on the
Series B Junior Convertible Preferred Stock for all dividend periods terminating
on or prior to the date of payment of such dividends; provided that in no event
shall any dividends be declared or paid in cash on Parity Securities unless
dividends in cash of not less than a ratable amount are declared and paid on
Series B Junior Convertible Preferred Stock. The term "Parity Securities" shall
mean any class or series of capital stock which is entitled to share ratably
with the Series B Junior Convertible Preferred Stock in the payment of
dividends, including accumulations, if any, and, in the event that the amounts
payable thereon on liquidation are not paid in full, are entitled to share
ratably with the Series B Junior Convertible Preferred Stock in any distribution
of assets; provided that Parity Securities shall not include any shares of
Series B Junior Convertible Preferred Stock issued as dividends pursuant to this
Section 2.

If dividends on the Series B Junior Convertible Preferred Stock and
on any other series of Parity Securities are in arrears, in making any dividend
payment on account of such arrears, the Corporation shall make payments ratably
(and ratably as to cash, in-kind or other payments) upon all outstanding shares
of the Series B Junior Convertible Preferred Stock and shares of such other
Parity Securities in proportion to the respective aggregate amounts of dividends
in arrears on the Series B Junior Convertible Preferred Stock and on such other
series of Parity Securities to the date of such dividend payment.

3. LIQUIDATION PREFERENCE.

In the event of any bankruptcy, liquidation, dissolution or winding
up of the Corporation, either voluntary or involuntary, each holder of Series B
Junior Convertible Preferred Stock at the time thereof shall be entitled to
receive, prior and in preference to any distribution of any of the assets or
funds of the Corporation to the holders of the Common Stock or other Junior
Stock by reason of their ownership of such stock, but after payment to holders
of the Series A Preferred Stock of any amounts to which they are entitled, an
amount per share of Series B Junior Convertible Preferred Stock equal to the
Stated Value plus any accrued and unpaid dividends to the date of liquidation.
If the assets and funds legally available for distribution among the holders of
Series B Junior Convertible Preferred Stock shall be insufficient to permit the
payment to the holders of the full aforesaid preferential amount, then the
assets and funds shall be distributed ratably among holders of Series B Junior
Convertible Preferred Stock in proportion to the number of shares of Series B
Junior Convertible Preferred Stock owned by each holder. If the assets and funds
of the Corporation available for distribution to stockholders upon any
bankruptcy, liquidation, dissolution or winding up of the affairs of the
Corporation, whether voluntary or involuntary, shall be insufficient to permit
the payment to holders of the full aforesaid preferential amount and there shall
be any outstanding shares of Parity Securities, the holders of Series B Junior
Convertible Preferred Stock and the holders of such other Parity Securities
shall share ratably (and ratably as to cash or other distributions) in any
distribution of assets of the Corporation in proportion to the full respective
preferential amounts to which they are entitled.

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<PAGE> 31
4. VOTING RIGHTS.

The holders of the Series B Junior Convertible Preferred Stock shall
have no voting rights except as set forth in the Corporation's Amended and
Restated Certificate of Incorporation, as it may be amended or restated from
time to time (the "Certificate of Incorporation") or as provided by applicable
law, and except for the following:

(a) Changes in Organizational Documents. So long as the Series B
Junior Convertible Preferred Stock is outstanding, the Corporation shall not,
without first obtaining the affirmative vote or written consent of the holders
of a majority of the then outstanding shares of Series B Junior Convertible
Preferred Stock, voting as a single class, amend, repeal, modify or supplement
(i) any provision of the Certificate of Incorporation, the Fourth Amended and
Restated Bylaws of the Corporation, as in effect on the date on which Series B
Junior Convertible Preferred Stock is first issued by the Corporation (the
"Initial Issuance Date"), or any successor bylaws, if such amendment, repeal,
modification or supplement in any way adversely affects the powers,
designations, preferences or other rights of the Series B Junior Convertible
Preferred Stock, or (ii) this Certificate of Designation, Number, Powers,
Preferences and Relative, Participating, Optional and Other Rights of Series B
Junior Convertible Preferred Stock ("Certificate of Designation").

(b) Limitation on Senior Securities. (i) So long as the Series B
Junior Convertible Preferred Stock is outstanding, the Corporation shall not,
without first obtaining the affirmative vote or written consent of the holders
of a majority of the then outstanding shares of Series B Junior Convertible
Preferred Stock, voting as a single class, incur or issue, or permit any
subsidiary of the Corporation to incur or issue, any Senior Securities, except
that the Corporation or a subsidiary may incur or issue Senior Securities if at
the time of incurrence or issuance, the ratio of (A) Senior Securities
outstanding on such date to (B) Pro Forma Consolidated Cash Flow for the most
recently ended full fiscal quarter multiplied by four, determined on a pro forma
basis as if any such Senior Securities had been incurred or issued and the
proceeds thereof had been applied at the beginning of such fiscal quarter, would
be less than 7.0 to 1.0. Notwithstanding the foregoing limitation, the
Corporation may incur and, as applicable, may permit its Subsidiaries to incur,
Refinancing Debt.

(ii) For purposes of this Section,

(A) "Senior Securities" shall mean (i) all Debt, and (ii) the
shares of any classes or series of capital stock which are senior to the
Series B Junior Convertible Preferred Stock in respect of the right to
receive dividends or to participate in any distribution of assets other
than by way of dividends or which are Redeemable Stock. For the purposes
of determining any particular amount of Senior Securities described in
clause (ii) of the definition of Senior Securities, said amount shall be
the greater of the market value or the minimum amount payable by the
Corporation or any of its subsidiaries upon the redemption, purchase, or
the retirement of such Senior Securities. Notwithstanding any other
provision hereof, "Senior Securities" shall not include Series A Preferred
Stock.

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<PAGE> 32
(B) "Pro Forma Consolidated Cash Flow" shall mean for any
period the Corporation's Consolidated Cash Flow for such period calculated
on a pro forma basis to give effect to any Asset Disposition or
acquisition of assets not in the ordinary course of business (including
acquisitions by merger, consolidation or purchase of capital stock) during
such period or thereafter as if such Asset Disposition or acquisition had
taken place on the first day of such period.

(C) "Consolidated Cash Flow" shall mean for any period the
Corporation's Consolidated Net Income for such period plus (i) the
Corporation's Consolidated Interest Expense for such period plus (ii) the
consolidated income tax expense of the Corporation and its consolidated
subsidiaries for such period plus (iii) the consolidated depreciation and
amortization expense included in the income statement of the Corporation
and its consolidated subsidiaries for such period plus (iv) other non-cash
charges reducing Consolidated Net Income for such period (excluding any
such non-cash charge to the extent that it represents an accrual of or
reserve for cash charges in any future period), minus (v) non-cash items
increasing Consolidated Net Income for such period. Notwithstanding the
foregoing, the provision for taxes on the income or profits of and the
depreciation and amortization and other non-cash charges of any of the
Corporation's consolidated subsidiaries shall be added to Consolidated Net
Income to compute Consolidated Cash Flow only to the extent (and in the
same proportion) that the net income of such subsidiary was included in
calculating the Consolidated Net Income of the Corporation and only if and
to the extent such subsidiary could have paid such amount at the date of
determination as a dividend to the Corporation by such subsidiary without
prior governmental approval (that has not been obtained), pursuant to the
terms of its charter and all agreements, instruments, judgments, decrees,
orders, statutes, rules and governmental regulations applicable to that
subsidiary or its stockholders.

(D) "Consolidated Net Income" shall mean for any period the
net income (or loss) of the Corporation and its subsidiaries for such
period, determined on a consolidated basis in accordance with generally
accepted accounting principles ("GAAP"); provided that there shall be
excluded therefrom (i) the net income (but not the loss) of any subsidiary
which is subject to restrictions which prevent the payment of dividends
and the making of distributions (by loans, advances, intercompany
transfers or otherwise) to the Corporation except to the extent of the
amount of dividends or other distributions actually paid to the
Corporation by such subsidiary without violation of any such restrictions,
(ii) the net income (or loss) of any Person that is not a consolidated
subsidiary of the Corporation except to the extent of the amount of
dividends or other distributions actually paid to the Corporation by such
Person during any period, (iii) any gain or loss on any Asset Disposition
by the Corporation or any of its subsidiaries and (iv) any extraordinary
gain or loss.

(E) "Consolidated Interest Expense" shall mean for any period
the consolidated interest expense included in a consolidated income
statement (without deduction of interest income) of the Corporation and
its consolidated subsidiaries for such period determined in accordance
with GAAP, including without limitation or duplication

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<PAGE> 33
(or, to the extent not so included, with the addition of), (i) the
amortization of Debt discounts; (ii) any payments of fees with respect to
letters of credit, bankers' acceptances or similar facilities; (iii) fees
with respect to interest rate swap or similar agreements or foreign
currency hedge, exchange or similar agreements, other than fees or charges
related to the acquisition or termination thereof which are not allocable
to interest expense in accordance with GAAP; and (iv) the interest
component associated with capital lease obligations.

(F) "Asset Disposition" shall mean any transfer, conveyance,
sale, lease or other disposition by the Corporation or any of its
subsidiaries (including a consolidation or merger or other sale of any
such subsidiary with, into or to another Person in a transaction in which
such subsidiary ceases to be a subsidiary, but excluding a disposition by
a subsidiary of such Person to such Person or a wholly owned subsidiary of
such Person or by such Person to a wholly owned subsidiary of such Person,
and excluding the creation of a lien, pledge or security interest) of (i)
shares of capital stock (other than directors' qualifying shares) or other
ownership interests of a subsidiary of such Person, (ii) substantially all
of the assets of such Person or any of its Subsidiaries representing a
division or line of business or (iii) other assets or rights of such
Person or any of its Subsidiaries outside of the ordinary course of
business, in any case where the consideration received by such Person or a
subsidiary of such Person or the fair market value of the assets subject
to such disposition exceeds $1 million.

(G) "Debt" shall mean (without duplication), whether recourse
is to all or a portion of the assets of the Corporation or any of its
subsidiaries, and whether or not contingent, (i) every obligation of the
Corporation or any of its subsidiaries for money borrowed, (ii) every
obligation of the Corporation or any of its subsidiaries evidenced by
bonds, debentures, notes or other similar instruments, (iii) every
reimbursement obligation of the Corporation or any of its subsidiaries
with respect to letters of credit, bankers' acceptances or similar
facilities issued for the account of the Corporation or any of its
subsidiaries, (iv) every obligation of the Corporation or any of its
subsidiaries issued or assumed as the deferred purchase price of property
or services (but excluding trade accounts payable or accrued liabilities
arising in the ordinary course of business), (v) every capital lease
obligation of the Corporation or any of its subsidiaries, (vi)
Attributable Debt of the Corporation or any of its subsidiaries, (vii) the
maximum fixed redemption or repurchase price of Redeemable Stock (other
than Series A Preferred Stock) of the Corporation or any of its
subsidiaries at the time of determination, (viii) every obligation of the
Corporation or any of its subsidiaries secured by a lien on any asset of
the Corporation or any of its subsidiaries (whether or not such obligation
is assumed by the Corporation or any of its subsidiaries); provided,
however, that, unless such Debt constitutes Debt of the referent Person
pursuant to any other clause of this definition, the amount of such Debt
shall be the lesser of (A) the fair market value of such asset and (B) the
amount of such Debt, and (ix) every obligation of the type referred to in
clauses (i) through (viii) of the Corporation or any of its subsidiaries
and all dividends of the Corporation or any of its subsidiaries the
payment of which, in either case, the Corporation has guaranteed or for
which the Corporation is responsible or liable, directly or indirectly, as
obligor, guarantor or otherwise and provided

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<PAGE> 34
further that none of the following shall constitute Debt: (i) guarantees
by subsidiaries of Debt under any bank credit facility incurred by the
Corporation; (ii) Debt owed by the Corporation to any wholly owned
subsidiary of the Corporation or owed by any wholly owned subsidiary of
the Corporation to the Corporation or any other wholly owned subsidiary of
the Corporation (but only so long as such Debt is held by the Corporation
or such wholly owned subsidiary); (iii) debt arising from the honoring by
a bank or other financial institution of a check, draft or similar
instrument drawn against insufficient funds in the ordinary course of
business, provided that such Debt is extinguished within two business days
of its incurrence; and (iv) renewals of guarantees permitted by clause (i)
above.

For purposes of determining any particular amount of
Debt under this covenant, guarantees of (or obligations with respect to
letters of credit supporting) Debt otherwise included in the determination
of such amount shall not also be included. For the purpose of determining
compliance with this covenant, (A) in the event that an item of Debt meets
the criteria of more than one of the types of Debt described in the above
clauses, the Corporation, in its sole discretion, shall classify such item
of Debt and only be required to include the amount and type of such Debt
in one of such clauses; and (B) the amount of Debt issued at a price which
is less than the principal amount thereof shall be equal to the amount of
the liability in respect thereof determined in accordance with GAAP.

(H) "Attributable Debt" in respect of a sale and leaseback
transaction shall mean, at the time of determination the present value
(discounted at the interest rate implicit in the lease, compounded
semiannually) of the obligation of the lessee of the property subject to
such sale and leaseback transaction for rental payments during the
remaining term of the lease included in such transaction, including any
period for which such lease has been extended or may, at the option of the
lessor, be extended or until the earliest date on which the lessee may
terminate such lease without penalty or upon payment of penalty (in which
case the rental payments shall include such penalty), after excluding all
amounts required to be paid on account of maintenance and repairs,
insurance, taxes, assessments, water, utilities and similar charges.

(I) "Person" shall mean an individual, partnership,
corporation, trust, unincorporated organization or other business entity,
and a government or agency or political subdivision thereof.

(J) "Refinancing Debt" shall mean (i) any Debt of the
Corporation that renews, refunds or extends any outstanding Debt of the
Corporation or a subsidiary of the Corporation which Debt was incurred in
compliance with this Certificate of Designation, and (ii) any Debt of a
subsidiary of the Corporation that renews, refunds or extends any Debt of
such Subsidiary which Debt was incurred in compliance with this
Certificate of Designation in the case of both clauses (i) and (ii) in an
amount not to exceed the outstanding principal amount of the Debt so
refinanced plus the amount of any premium required to be paid in
connection with such refinancing pursuant to the terms of the debt

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<PAGE> 35
refinanced or the amount of any premium reasonably determined by the
Corporation as necessary to accomplish such refinancing by means of a
tender offer or privately negotiated repurchase, plus the expenses of the
Corporation incurred in connection with such refinancing.

(c) Means of Voting. The rights of the holders of Series B Junior
Convertible Preferred Stock under this Section 4 may be exercised (i) at a
meeting of the holders of shares of such Series B Junior Convertible Preferred
Stock, called for the purpose by the Corporation; or (ii) by written consent
signed by the holders of the requisite percentage of the then outstanding shares
of the Series B Junior Convertible Preferred Stock, delivered to the Secretary
or Assistant Secretary of the Corporation. Except to the extent otherwise
provided herein or to the extent that holders of a majority of the Series B
Junior Convertible Preferred Stock decide otherwise, any meeting of the holders
of Series B Junior Convertible Preferred Stock shall be conducted in accordance
with the provisions of the By-Laws of the Corporation applicable to meetings of
stockholders. In the event of a conflict or inconsistency between the By-Laws of
the Corporation and any term of this Certificate of Designation, including, but
not limited to this Section 4, the terms of this Certificate of Designation
shall prevail.

5. CONVERSION

Subject to and upon the approval of this Section 5 by the holders of
the Common Stock, Shares of Series B Junior Convertible Preferred Stock may be
converted into shares of Common Stock, on the terms and conditions set forth in
this Section 5.

(a) Optional Conversion. Beginning on each of September 1, 1997,
December 1, 1997, March 1, 1998, and June 1, 1998 (each such date, a "Conversion
Date"), each holder that was issued Series B Junior Convertible Preferred Stock
on the Initial Issuance Date or upon conversion of the Corporation's Common
Stock Equivalent Preferred Stock (or, in either case, such holder's permitted
transferees) shall have right, at any time and from time to time thereafter, to
convert up to 25% of that number of shares of Series B Junior Convertible
Preferred Stock so issued to such holder plus shares of Series B Junior
Convertible Preferred Stock issued as dividends on such shares (and as dividends
on such dividends) into that number of shares of Common Stock equal to the
Stated Value of the shares converted divided by the Conversion Price on the
respective Conversion Date, subject to adjustment as provided in Section 5(h).
In the event the Corporation delivers a notice of redemption of Series B Junior
Convertible Preferred Stock pursuant to Section 6(c) below, a holder of the
Series B Junior Convertible Preferred Stock may elect, by written notice
delivered within 15 business days after receipt of the notice of redemption, to
convert any or all shares of Series B Junior Convertible Preferred Stock which
are subject to the notice of redemption and are convertible on the date notice
is deemed given under Section 5(h).

(b) Conversion Price. The Conversion Price of the shares of Series B
Junior Convertible Preferred Stock convertible on each Conversion Date shall be
the average of the Closing

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<PAGE> 36
Prices of the Common Stock of the Corporation for the 10 Trading Days prior to
each such Conversion Date. For purposes of this Certificate of Designation:

(i) the term "Closing Price," on any Trading Day, shall mean
the last reported sale price, or in case no such sale takes place on such
day, the average of the closing bid and asked prices, for the Common
Stock.

(ii) the term "Trading Day" shall mean (A) a day on which the
Common Stock is traded on the principal stock exchange on which the Common
Stock has been listed, or (B) if the Common Stock is not listed on any
stock exchange, a day on which the Common Stock is traded in the
over-the-counter market, as reported by the Nasdaq National Market System,
or (C) if the Common Stock is not listed on any stock exchange or traded
on the Nasdaq National Market System, a day on which the Common Stock is
traded in the over-the-counter market as reported by the National
Quotation Bureau Incorporated (or any similar organization or agency
succeeding to its functions of reporting prices).

(d) Procedures for Conversion. (i) In order to convert shares of
Series B Junior Convertible Preferred Stock into shares of Common Stock, the
holder shall surrender the certificate or certificates therefore, duly endorsed
for transfer, at any time during normal business hours, to the Corporation at
its principal or at such other office or agency then maintained by it for such
purpose (the "Payment Office"), accompanied (or preceded as required by Section
5(a)) by written notice to the Corporation of such holder's election to convert
and (if so required by the Corporation or any conversion agent) by an instrument
of transfer, in form reasonably satisfactory to the Corporation and to any
conversion agent, duly executed by the registered holder or by his duly
authorized attorney, and any cash payment required pursuant to Section
5(d)(iii). As promptly as practicable after the surrender for conversion of any
share of the Series B Junior Convertible Preferred Stock in the manner provided
in the preceding sentence, and the payment in cash of any amount required by the
provisions of Section 5(d)(iii), but in any event within three Trading Days of
such surrender for payment, the Corporation will deliver or cause to be
delivered at the Payment Office to or upon the written order of the holder of
such shares, certificates representing the number of full shares of Common Stock
issuable upon such conversion, issued in such name or names as such holder may
direct. Such conversion shall be deemed to have been made immediately prior to
the close of business on the date of such surrender of the shares in proper
order for conversion, and all rights of the holder of such share as a holder of
such shares shall cease at such time and the person or persons in whose name or
names the certificates for such shares of Common Stock are to be issued shall be
treated for all purposes as having become the record holder or holders thereof
at such time; provided, however, that any such surrender and payment on any date
when the stock transfer books of the Corporation shall be closed shall
constitute the person or persons in whose name or names the certificates for
such shares of Common Stock are to be issued as the record holder or holders
thereof for all purposes immediately prior to the close of business on the next
succeeding day on which such stock transfer books are opened.

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<PAGE> 37
(ii) The Corporation shall not be required to issue fractional
shares of Common Stock upon conversion of shares of Series B Junior Convertible
Preferred Stock. At the Corporation's discretion, in the event the Corporation
determines not to issue fractional shares, in lieu of any fractional shares to
which the holder would otherwise be entitled, the Corporation shall pay cash
equal to such fraction multiplied by the Conversion Price.

(iii) The issuance of certificates for shares of Common Stock
upon conversion shall be made without charge for any issue, stamp or other
similar tax in respect of such issuance. However, if any such certificate is to
be issued in a name other than that of the holder of record of the shares
converted, the person or persons requesting the issuance thereof shall pay to
the Corporation the amount of any tax which may be payable in respect of any
transfer involved in such issuance or shall establish to the satisfaction of the
Corporation that such tax has been paid or is not payable.

(e) Reservation of Stock Issuable Upon Conversion. Subject to the
approval of the holders of Common Stock of an amendment to the Certificate of
Incorporation to increase the number of authorized shares of Common Stock of the
Corporation to not less than 60,000,000 shares, the Corporation shall reserve
and keep available out of its authorized but unissued shares of Common Stock,
solely for the purpose of effecting the conversion of the shares of the Series B
Junior Convertible Preferred Stock, 3,500,000 shares of Common Stock. If at any
time the number of authorized and unissued shares of Common Stock that are
reserved for issuance upon conversion of the shares of Series B Junior
Convertible Preferred Stock, shall not be sufficient to effect the conversion of
all then outstanding shares of the Series B Junior Convertible Preferred Stock,
the Corporation will take such corporate action as may, in the opinion of its
counsel, be necessary to increase its authorized but unissued shares of Common
Stock to such number of shares as shall be sufficient for such purpose,
including, without limitation, taking appropriate board action, recommending
such an increase to the holders of Common Stock, holding shareholders meetings,
soliciting votes and proxies in favor of such increase to obtain the requisite
stockholder approval and upon such approval, the Corporation shall reserve and
keep available such additional shares solely for the purpose of effecting the
conversion of the shares of the Series B Junior Convertible Preferred Stock.

(f) Notices. Any notice required by the provisions of this
Certificate of Designation to be given to the holders of shares of Series B
Junior Convertible Preferred Stock shall be deemed given five days after such
notice is deposited in the United States mail, postage prepaid, and addressed to
each holder of record at its address appearing on the books of the Corporation,
or the next business day after such notice is delivered to a recognized
overnight courier service with next-business day delivery specified.

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

(i) Notwithstanding any other provision hereof, in case of
(A) any reorganization or any reclassification of the capital stock of the
Corporation or (B) any merger of the Corporation, that in any such case
results in the Common Stock being

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<PAGE> 38
converted into other securities or property, or the right to receive other
securities or property, then provision shall be made so that, upon
consummation of such reorganization, reclassification or merger, each
share of Series B Junior Convertible Preferred Stock which was convertible
into Common Stock on the Trading Day immediately prior to the initial
announcement of the transaction or of a proposed transaction that
ultimately resulted in the transaction, shall thereafter be convertible
into the number of shares of stock or other securities or property
(including cash) to which a holder of the number of shares of Common Stock
deliverable upon conversion of such share of Series B Junior Convertible
Preferred Stock would have been entitled assuming conversion on such
Trading Day. In any case, appropriate adjustment (as determined by the
Board of Directors) shall be made in the application of the provisions
herein set forth with respect to the rights and interests thereafter of
the holders of the Series B Junior Convertible Preferred Stock, to the end
that the provisions set forth herein shall thereafter be applicable, as
nearly as equivalent as is practicable, in relation to any shares of stock
or the securities or property (including cash) thereafter deliverable upon
the conversion of the shares of Series B Junior Convertible Preferred
Stock.

(ii) In case of any merger, consolidation, reclassification
or other similar reorganization, to the extent the Corporation is not the
surviving entity, and the Corporation or the holders do not otherwise
redeem or convert all outstanding shares of Series B Junior Convertible
Preferred Stock, the Series B Junior Convertible Preferred Stock shall be
converted into or exchanged for and shall become shares of the surviving
corporation having, in respect of the surviving corporation, substantially
the same powers, preferences and relative participating, optional or other
special rights, and the qualifications, limitations or restrictions
thereon, that the Series B Junior Convertible Preferred Stock had
immediately prior to such transaction.

(h) Adjustments. The number of shares of Common Stock issuable upon
conversion of shares of the Series B Junior Convertible Preferred Stock that are
then outstanding and that prior to the relevant date have become convertible
into Common Stock pursuant to Section 5(a) ("Then-Convertible Shares") shall be
subject to adjustment from time to time as follows:

(i) Stock Dividends; Stock Splits; Reverse Stock Splits. In
case the Corporation shall (A) declare or pay a dividend on its
outstanding Common Stock in shares of Common Stock or make a distribution
to all holders of its outstanding Common Stock in shares of Common Stock,
(B) subdivide or reclassify its outstanding Common Stock, or (C) combine
its outstanding Common Stock into a smaller number of shares, the number
of shares of Common Stock issuable upon conversion of each
Then-Convertible Share that was convertible immediately prior to the
record date for such dividend or combination or the effective date of such
subdivision or reclassification shall be adjusted so that the holder of
each such share shall thereafter be entitled to receive the kind and
number of shares of Common Stock that such holder would have owned or have
been entitled to receive after the happening of any of the events
described above, had such share been converted in full immediately prior
to the happening of such event or any record date with respect thereto

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<PAGE> 39
(with any record date requirement being deemed to have been satisfied),
and, in any such case, the number of shares of Common Stock issuable upon
conversion of each such share shall be subject to further adjustments
under this Section 5(h). An adjustment made pursuant to this Section
5(h)(i) shall become effective at the record date, if any, for such event.

(ii) Distributions to Stockholders. In case the Corporation
shall issue to holders of its Common Stock rights, options, warrants or
convertible or exchangeable securities (collectively, the "rights")
entitling them to subscribe for or purchase Common Stock at a price per
share of Common Stock (determined by dividing (A) the total amount
receivable by the Corporation in consideration of the issuance of such
rights plus the total consideration payable to the Corporation upon
exercise, conversion or exchange thereof, by (B) the total number of
shares of Common Stock covered by such rights) that is lower than the
Current Market Price per share of Common Stock in effect immediately prior
to such issuance, then the number of shares of Common Stock issuable upon
conversion of all Then-Convertible Shares shall be increased in a manner
determined by multiplying the number of shares of Common Stock theretofore
issuable upon the conversion of all Then-Convertible Shares by a fraction,
the numerator of which shall be the number of shares of Common Stock
outstanding immediately prior to the issuance of such rights plus the
number of additional shares of Common Stock offered for subscription or
purchase, and the denominator of which shall be the number of shares of
Common Stock outstanding immediately prior to the issuance of such rights
plus the number of shares of Common Stock which the aggregate
consideration to be received by the Corporation in connection with such
issuance (as defined in the following sentence) would purchase at the then
Current Market Price per share of Common Stock. For purposes of this
Section 5(h), the "Current Market Price" per share of Common Stock for any
date shall mean average of the Closing Prices of the Common Stock for the
10 Trading Days prior to such date. For purposes of this Section 5(h)(ii),
the "aggregate consideration to be received by the Corporation" in
connection with any issuance of such rights shall be deemed to be the
consideration received by the Corporation for such rights plus any
consideration or premiums stated in such rights to be paid for the shares
of Common Stock covered thereby. Any increase of the number of shares of
Common Stock issuable upon exercise of all Then-Convertible Shares made
pursuant to this Section 5.02(b) shall be allocated among such
Then-Convertible Shares on a pro rata basis.

(iii) Issuance of Common Stock at Lower Values. In case the
Corporation shall, in a transaction to which Section 5(h)(i) is
inapplicable (and, in any event, other than upon conversion of Series A
Preferred Stock, Series B Junior Convertible Preferred Stock or the
Corporation's Common Stock Equivalent Convertible Preferred Stock, or upon
exercise of any warrants or employee stock options that were outstanding
on the Initial Issuance Date or pursuant to contractual commitments to
which the Corporation was bound on the Initial Issuance Date), issue or
sell shares of Common Stock, or rights, options, warrants or convertible
or exchangeable securities containing the right to subscribe for or
purchase shares of Common Stock, at a price per share of Common Stock
(determined, in the case of rights, options, warrants or convertible or
exchangeable securities, by dividing (A) the total amount receivable by
the Corporation in consideration of the issuance and sale

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<PAGE> 40
of such rights, options, warrants or convertible or exchangeable
securities, plus the total consideration payable to the Corporation upon
exercise, conversion or exchange thereof, by (B) the total number of
shares of Common Stock covered by such rights, options, warrants or
convertible or exchangeable securities) that is lower (at the date of such
sale or issuance) than the Current Market Price per share of Common Stock
in effect immediately prior to such sale or issuance or for no
consideration, then in each case the number of shares of Common Stock
thereafter issuable upon the conversion of the Then-Convertible Shares
shall be increased in a manner determined by multiplying the number of
shares of Common Stock theretofore issuable upon the conversion of all
Then-Convertible Shares by a fraction, of which the numerator shall be the
number of shares of Common Stock outstanding immediately prior to the sale
or issuance, plus the number of additional shares of Common Stock offered
for subscription or purchase or to be issued upon conversion or exchange
of such convertible or exchangeable securities, and of which the
denominator shall be the number of shares of Common Stock outstanding
immediately prior to the sale or issuance plus the number of shares of
Common Stock which the aggregate consideration to be received by the
Corporation (as defined in the following paragraph) in connection with
such sale or issuance would purchase at the then Current Market Price per
share of Common Stock.

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

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

Any increase of the number of shares of Common Stock issuable upon
conversion of Then-Convertible Shares made pursuant to this Section
5(h)(iii) shall be allocated among such Then-Convertible Shares on a pro
rata basis.

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<PAGE> 41
(iv) Expiration of Rights, Options and Conversion Privileges.
Upon the expiration of any rights, options, warrants or conversion or
exchange rights that have previously resulted in an adjustment under this
Section 5(h), if any thereof shall not have been exercised, the number of
shares of Common Stock issuable upon conversion of Then-Convertible Shares
shall be readjusted and shall thereafter, upon any future exercise, be
such as they would have been had they been originally adjusted (or had the
original adjustment not been required, as the case may be) as if (i) the
only shares of Common Stock so issued were the shares of Common Stock, if
any, actually issued or sold upon the exercise of such rights, options,
warrants or conversion or exchange rights and (ii) such shares of Common
Stock, if any, were issued or sold for the consideration actually received
by the Corporation upon such exercise plus the consideration, if any,
actually received by the Corporation for issuance, sale or grant of all
such rights, options, warrants or conversion or exchange rights whether or
not exercised; provided that no such readjustment shall have the effect of
decreasing the number of shares issuable upon conversion of
Then-Convertible Shares by a number that is in excess of the amount or
number of the adjustment initially made in respect of the issuance, sale
or grant of such rights, options, warrants or conversion or exchange
rights or shall have the effect of decreasing the number of shares of
Common Stock that have been issued upon conversion of any shares of Series
B Junior Convertible Stock prior to the date of such readjustment.

(v) De minimis Adjustments. No adjustment in the number of
shares of Common Stock issuable under any Then-Convertible Shares shall be
required unless such adjustment would require an increase or decrease of
at least one percent (1%) in the number of shares of Common Stock
purchasable upon a conversion of Then-Convertible Shares; provided, that
any adjustments which by reason of this Section 5(h) are not required to
be made shall be carried forward and taken into account in any subsequent
adjustment. All calculations shall be made to the nearest one-thousandth
of a share.

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

6. OPTIONAL REDEMPTION

(a) Redemption Price. The Corporation, at its sole option, may
redeem shares of the Series B Junior Convertible Preferred Stock, in whole or
part, for cash, at any time or from

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<PAGE> 42
time to time, for a redemption price per share equal to the sum of the Stated
Value and any accrued and unpaid dividends on such shares.

(b) Selection of Shares to be Redeemed. If fewer than all of the
outstanding shares of the Series B Junior Convertible Preferred Stock are to be
called for redemption, such redemption of Series B Junior Convertible Preferred
Stock will apply to shares of Series B Junior Convertible Preferred Stock in the
order they became or will become convertible pursuant to Section 5(a), i.e., if
the Corporation redeems 50% of the outstanding shares of Series B Junior
Convertible Preferred Stock, then the remaining shares of Series B Junior
Convertible Preferred Stock would not become convertible until the third and
fourth Conversion Dates (March 1, 1998 and June 1, 1998). If following a notice
of redemption pursuant to Section 6(c), holders exercise their right to convert
shares of Series B Junior Convertible Preferred Stock pursuant to Section 5(a),
then the Corporation may elect to redeem only those shares to be called for
redemption that have not been converted or may elect to redeem the full number
of shares called for redemption, subject to the order of redemption set forth in
the preceding sentence. Subject to the foregoing, the number of shares of Series
B Junior Convertible Preferred Stock called for redemption shall be redeemed
ratably from each holder of Series B Junior Convertible Preferred Stock
proportionate to the amount of Series B Junior Convertible Preferred Stock held
by each holder after giving effect to any conversion pursuant to Section 5(a).

(c) Notice of Redemptions. Notice of redemptions shall be given by
first class mail, postage prepaid, mailed not less than 20 nor more than 60
business days prior to the redemption date or, if such notice period is not
feasible in connection with a transaction described in Section 5(g), such notice
period as is practicable in the circumstances, to each holder of record of the
shares to be redeemed, at such holder's address as the same appears on the books
of the Corporation. Each such notice shall state: (i) the redemption date; (ii)
the number of shares of the Series B Junior Convertible Preferred Stock to be
redeemed and, if fewer than all of the shares held by such holder are to be
redeemed, the number of such shares to be redeemed from such holder; (iii) the
place or places where certificates for such shares are to be surrendered for
payment of the redemption price; (iv) that dividends on the shares to be
redeemed will cease to accrue on the redemption date; and (v) if applicable,
that the right to convert Series B Junior Convertible Preferred Stock pursuant
to Section 5 will expire unless exercised within 15 business days after receipt
of the notice of redemption.

(d) Cessation of Dividends on Shares Redeemed. Notice having been
mailed as stated in subsection (c) above, from and after the close of business
on the redemption date (unless default shall be made by the Corporation in
providing money for the payment of the redemption price of the shares called for
redemption), dividends on the shares of the Series B Junior Convertible
Preferred Stock redeemed shall cease to accrue, and said shares shall no longer
be deemed to be outstanding, and all rights of the holders thereof as
stockholders of the Corporation (except the right to receive from the
Corporation the redemption price) shall cease. Upon surrender in accordance with
said notice of the certificates for any shares so redeemed (properly endorsed or
assigned for transfer, if the Board of Directors of the Corporation shall so
require and the notice shall so state), such shares shall be redeemed by the
Corporation at the redemption price aforesaid. If fewer than

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<PAGE> 43
all the shares represented by any such certificate are redeemed, a new
certificate shall be issued representing the unredeemed shares without cost to
the holder thereof.

(e) Status of Redeemed or Converted Shares. Upon redemption or
conversion, any shares of the Series B Junior Convertible Preferred Stock which
have been so redeemed or converted shall be retired and thereafter have the
status of authorized but unissued shares of preferred stock, without designation
as to series until such shares are once more designated as part of a particular
series by the Board of Directors or a duly authorized committee thereof.

7. MANDATORY REDEMPTION.

On ____________, 2009 (the "Final Redemption Date")(1), the Corporation
shall redeem from any source of funds legally available therefor, in the manner
provided in Section 6(c) above, all of the shares of the Series B Junior
Convertible Preferred Stock then outstanding at a redemption price equal to the
Stated Value per share, plus, without duplication, an amount in cash equal to
all accumulated and unpaid dividends per share to the Final Redemption Date.

8. PREEMPTIVE RIGHTS.

No shares of Series B Junior Convertible Preferred Stock shall have any
rights of preemption whatsoever as to any securities of the Corporation, or any
warrants, rights or options issued or granted with respect thereto, regardless
of how such securities or such warrants, rights or options may be designated,
issued or granted.

- --------

(1) [Twelfth anniversary of the Initial Issuance Date]

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<PAGE> 44
EXHIBIT C

METROCALL, INC.

1996 Stock Option Plan

AS AMENDED
EFFECTIVE FEBRUARY 5, 1997

<PAGE> 45
METROCALL, INC.
1996 STOCK OPTION PLAN
AS AMENDED, EFFECTIVE FEBRUARY 5, 1997

METROCALL, INC., a Delaware corporation (the "Corporation"), sets forth
herein the terms of the 1996 Stock Option Plan (the "Plan") as follows:

1. PURPOSE

The Plan is intended to advance the interests of the Corporation by
providing eligible employees and outside directors ("Eligible Directors") of the
Corporation, its predecessors, and its affiliates an opportunity to acquire or
increase their proprietary interest in the Corporation, which thereby will
create a stronger incentive to expend maximum effort for the growth and success
of the Corporation and its subsidiaries. Options granted under the Plan (the
"Options") to employees may be nonqualified stock options ("NQSOs") or may be
"incentive stock options" ("ISOs") within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended from time to time (the "Code"), or the
corresponding provision of any subsequently enacted tax statute. Options granted
to Eligible Directors must be NQSOs.

2. ADMINISTRATION

2.1. COMMITTEE

The Plan shall be administered by the Compensation Committee (the
"Committee") of the Board of Directors of the Corporation (the "Board"). The
Board may remove members, add members, and fill vacancies on the Committee from
time to time, all in accordance with the Certificate of Incorporation and Bylaws
of the Corporation and applicable law. The Board may also act under the Plan as
though it were the Committee.

2.2 ACTION BY COMMITTEE

The Committee shall have such powers and authorities related to the
administration of the Plan as are consistent with the Certificate of
Incorporation and Bylaws of the Corporation and applicable law. The Committee
shall have the full power and authority to take all actions and to make all
determinations required or permitted under the Plan and any Option granted
hereunder. The Committee shall have the full power and authority to take all
other actions and determination not inconsistent with the specific terms and
provisions of the Plan that the Committee deems to be necessary or appropriate
to the administration of the Plan. The

<PAGE> 46
Committee's powers shall include, but not be limited to, the power to amend,
waive, or extend any provision or limitation of any Option. All such actions and
determinations shall be by the affirmative vote of a majority of the members of
the Committee present at a meeting or by unanimous consent of the Committee
executed in writing in accordance with the Certificate of Incorporation and
Bylaws of the Corporation and applicable law. The interpretation and
construction by the Committee of any provision of the Plan or any Option granted
hereunder shall be final and conclusive.

Notwithstanding the foregoing, the Committee shall have no discretion over
the amount, price or timing of options granted to Eligible Directors.

2.3. NO LIABILITY

No member of the Board or of the Committee shall be liable for any action
or determination made, or any failure to take or make an action or
determination, in good faith with respect to the Plan.

2.4. APPLICABILITY OF RULE 16b-3

Those provisions of the Plan that make express reference to Rule 16b-3
shall apply only to persons who are required to file reports under Section 16(a)
of the Exchange Act.

3. STOCK AND OTHER RIGHTS

The stock that may be issued pursuant to Options shall be shares of common
stock of the Corporation (the "Stock"), which shares may be treasury shares or
authorized but unissued shares. The number of shares of Stock that may be issued
under the Plan shall not exceed in the aggregate 2,000,000 shares of Stock,
which number of shares is subject to adjustment as provided in Section 12. If
any Option expires, terminates or is terminated for any reason prior to exercise
in full, the shares of Stock that were subject to the unexercised portion of
such Option shall be available immediately for future grants of Options under
the Plan.

No additional options will be granted under either the Metrocall, Inc.
Amended and Restated 1993 Stock Option Plan or the Metrocall, Inc. Directors
Stock Option Plan (together, the "Predecessor Plans"). However, any shares of
Stock that were available for grants under the Predecessor Plans as of the date
of such approval but had not been the subject of options granted under the
Predecessor Plans shall be available for grants under this Plan, provided,
however, that

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<PAGE> 47
such shares shall not be available for the grant of Options intended to qualify
as Incentive Stock Options.

The maximum number of shares of Stock that may be issued pursuant to
Options granted under the Plan to any person is 750,000 shares, which number of
shares is subject to adjustment as provided in Section 12.

In satisfaction of certain obligations of the Corporation under its merger
agreement with A+ Network, Inc. ("AN"), dated as of May 16, 1996 (the "Merger
Agreement"), the Plan has issued Options to persons who were employees or
outside directors of AN before its merger with the Corporation (the "AN
Replacement Options"). The AN Replacement Options have the terms specified by
AN's Board of Directors before the merger (as adjusted for the effects of the
merger) and include the right under this Plan to acquire "variable common
rights" ("VCRs") issued by the Corporation in the form and with the terms
provided in the Merger Agreement. The maximum number of VCRs that may be issued
pursuant to AN Replacement Options granted under the Plan is that number of VCRs
that would satisfy the obligations under the Merger Agreement, which number of
rights is subject to adjustment at the same time and in the same manner as
shares are adjusted under Section 12.

4. ELIGIBILITY

Options may be granted under the Plan to any employee or director of the
Corporation or any Subsidiary (including any such employee who is an officer or
director of the Corporation or any Subsidiary) and as the Committee shall
determine and designate from time to time prior to expiration or termination of
the Plan. Options may also be granted in accordance with the AN Merger
Agreement. (Individuals who have been granted Options are referred to as
"Optionees.") An individual may hold more than one Option, subject to such
restrictions as are provided herein.

5. EFFECTIVE DATE AND TERM

5.1. EFFECTIVE DATE

The Plan became effective as of April 5, 1996 (the "Effective Date") and
was approved by the stockholders on May 1, 1996. The amendment was approved by
the Board on February 5, 1997.

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<PAGE> 48
5.2. TERM

The Plan shall terminate ten years after the Effective Date unless
previously terminated under Section 11.

6. EMPLOYEE STOCK OPTIONS

6.1 GRANT OF OPTIONS

Subject to the terms and conditions of the Plan, the Committee may, at any
time and from time to time prior to the termination of the Plan, grant to such
eligible employees as the Committee may determine, Options to purchase such
number of shares of Stock on such terms and conditions as the Committee may
determine, including any terms or conditions that may be necessary to qualify
such Options as Incentive Stock Options under Code Section 422. The date on
which the Committee approves the grant of an Option shall be considered the date
on which such Option is granted. Neither the employee nor any person entitled to
exercise any rights hereunder shall have any of the rights of a stockholder with
respect to the shares of Stock subject to an Option except to the extent that
the certificates for such shares have been issued upon the exercise of the
Option.

6.2 LIMITATION ON INCENTIVE STOCK OPTIONS

An Option granted to an employee shall constitute an Incentive Stock
Option only to the extent that the aggregate fair market value (determined at
the time the Option is granted) of the Stock with respect to which Incentive
Stock Options are exercisable for the first time by the Optionee during any
calendar year (under the Plan and all other plans of the Corporation and its
parent and subsidiary corporations, within the meaning of the Code Section
422(d)), does not exceed $100,000. This limitation shall be applied by taking
Options into account in the order in which such Options were granted.

6.3 OPTION AGREEMENTS

All Options granted to employees pursuant to the Plan shall be evidenced
by written agreements in such form or forms as the Committee shall from time to
time determine. Option agreements may be amended by the Committee from time to
time and need not contain uniform provisions.

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<PAGE> 49
6.4 OPTION PRICE

The purchase price of each share of Stock subject to an Option issued
under Section 6 shall be fixed by the Committee. In the case of an Option not
intended to constitute an Incentive Stock Option, the option price shall be not
less than the par value of the Stock covered by the Option. In the case of an
Option that is intended to be an Incentive Stock Option, the option price shall
be not less than the greater of par value of the Shares or 100% of the Fair
Market Value (as defined below) of a share of Stock covered by the Option on the
date the Option is granted; provided, however, that in the event the employee
would otherwise be ineligible to receive an Incentive Stock Option by reason of
the provisions of Code Sections 422(b)(6) and 424(d) (relating to
more-than-10%-stock-owners), the option price of an Option that is intended to
be an Incentive Stock Option shall be not less than the greater of par value or
110% of the Fair Market Value of a share of Stock covered by the Option at the
time such Option is granted.

Fair Market Value of Stock for purposes of this Plan shall mean, in the
event that the Stock is listed on an established national or regional stock
exchange, is admitted to quotation on the National Association of Security
Dealers Automated Quotation System, or is publicly traded on an established
securities market, the closing price of the Stock on such exchange or system or
in such market (the highest such closing price if there is more than one such
exchange or market on the date the Option is granted) or, if there is no such
closing price, then the mean between the highest bid and lowest asked price or
between the high and low prices on such date, or, if no sale of stock has been
made on such day, on the preceding day on which any such sale shall have been
made.

6.5 TERM

Each Option granted to an employee under the Plan shall terminate and all
rights to purchase Stock thereunder shall cease upon the expiration of ten years
from the date such Option is granted, or on such prior date as may be fixed by
the Committee and stated in the option agreement relating to such Option;
provided, however, that in the event the employee would otherwise be ineligible
to receive an Incentive Stock Option by reason of the provisions of Code
Sections 422(b)(6) and 424(d)(relating to more-than-10%-stock-owners), an Option
granted to such employee that is intended to be an Incentive Stock Option shall
in no event be exercisable after the expiration of five years from the date it
is granted.

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<PAGE> 50
6.6 EXERCISE BY OPTIONEE

Only the employee receiving an Option (or, in the event of the Optionee's
legal incapacity or incompetency, the employee's guardian or legal
representative, and in the case of the employee's death, the employee's estate)
may exercise the Option.

6.7 OPTION PERIOD AND LIMITATIONS ON EXERCISE

Each Option granted under the Plan to an employee shall be exercisable in
whole or in part at any time and from time to time over a period commencing on
or after the date of grant of the Option and ending upon expiration or
termination of the Option, as the Committee shall determine and set forth in the
option agreement. Without limiting the foregoing, the Committee, subject to the
terms and conditions of the Plan, may in its sole discretion provide that the
Option granted to an employee may not be exercised in whole or in part for any
period or periods of time during which such Option is outstanding as the
Committee shall determine and set forth in the option agreement. Any such
limitation on the exercise of an Option may be rescinded, modified or waived by
the Committee, in its sole discretion, at any time and from time to time after
the date of grant of such Option.

6.8. METHOD OF EXERCISE

An Option that is exercisable by an employee hereunder may be exercised by
delivery to the Corporation on any business day, at its principal office
addressed to the attention of the Corporate Secretary, of written notice of
exercise. Such notice shall specify the number of shares for which the Option is
being exercised and shall be accompanied by payment in full of the option price
of the shares for which the Option is being exercised. Payment in full of the
Option price need not accompany the written notice of exercise provided the
notice directs that the stock certificates for the shares issued upon the
exercise be delivered to a licensed broker acceptable to the Corporation as the
agent for the individual exercising the option and at the time the stock
certificates are delivered to the broker, the broker will tender to the
Corporation cash or cash equivalents acceptable to the Corporation equal to the
exercise price.

Payment of the option price for the shares of Stock purchased pursuant to
the exercise of an Option by an employee shall be made, as determined by the
Committee and set forth in the option agreement, as follows:

(a) in cash or by certified check payable to the order of the Corporation;

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<PAGE> 51
(b) through the tender to the Corporation of shares of Stock, which must
have been held by the individual exercising the option for at least six months
at the time of surrender or must have been acquired under an employee granted
not less than six months prior to the time of surrender and which shall be
valued, for purposes of determining the extent to which the option price has
been paid, at their Fair Market Value on the date of exercise; or

The Committee may, in the option agreement and after due consideration of
the effect on the Corporation's financial statements, provide that the Optionee
can direct the Corporation to withhold shares of Stock otherwise issuable
pursuant to exercise of an Option equal in value to the option price or any
portion thereof.

Notwithstanding the preceding, the Committee may, in its discretion,
impose and set forth in the option agreement such limitations or prohibitions on
the methods of exercise as the Committee deems appropriate. Promptly after the
exercise of an Option and the payment in full of the option price of the shares
of Stock covered thereby, the individual exercising the Option shall be entitled
to the issuance of a Stock certificate or certificates evidencing such
individual's ownership of such shares. A separate Stock certificate or
certificates shall be issued for any shares purchased pursuant to the exercise
of an Option that is an Incentive Stock Option, which certificate or
certificates shall not include any shares that were purchased pursuant to the
exercise of an Option that is not an Incentive Stock Option. An individual
holding or exercising an Option shall have none of the rights of a stockholder
until the shares of Stock covered thereby are fully paid and issued to such
individual and, except as provided in Section 12, no adjustment shall be made
for dividends or other rights for which the record date is prior to the date of
such issuance.

6.9 WITHHOLDING.

The Corporation shall have the right to withhold, or require an individual
exercising an Option to remit to the Corporation, an amount sufficient to
satisfy any applicable federal, state or local withholding tax requirements
imposed with respect to the exercise of Options. To the extent permissible under
applicable tax, securities and other laws, the option agreement may permit
satisfaction of a tax withholding requirement by withholding shares of Stock
issued as a result of the exercise of an Option.

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<PAGE> 52
7. DIRECTOR STOCK OPTIONS

7.1 GRANT OF FORMULA OPTIONS

On the Effective Date, an Eligible Director then serving on the Board
shall be granted a Formula Option to purchase 10,000 shares of Stock.
Thereafter, each Eligible Director whose Commencement of Service is after the
Effective Date shall be granted a Formula Option to purchase 10,000 shares of
Stock on the date of such Commencement of Service. "Commencement of Service"
means the date of commencement of the Eligible Director's first term as an
Eligible Director, which shall be the earlier of (a) the date of the first
meeting of the Board attended by the Eligible Director as a member of the Board,
including the meeting at which such Eligible Director was first appointed as a
member of the Board, if attended by such Eligible Director, or (b) the date of
the first action by written consent joined by the Eligible Director. Each
Eligible Director shall be granted an additional Formula Option to purchase
1,000 shares of Stock on each anniversary of the date on which he or she was
granted the initial Formula Option pursuant to this Section 7.1, provided the
Eligible Director continues to qualify as such on that anniversary date.

7.2 DISCRETIONARY GRANTS TO DIRECTORS

Subject to the terms and conditions of the Plan, the Board may, at any
time and from time to time, grant to such Eligible Directors as the Board may
determine, Options, in addition to the Formula Options, to purchase such number
of shares of Stock on such terms and conditions as the Board may determine. The
date on which the Board approves the grant of an Option shall be considered the
date on which such Option is granted. Neither the director nor any person
entitled to exercise any rights hereunder shall have any of the rights of a
stockholder with respect to the shares of Stock subject to an Option except to
the extent that the certificates for such shares have been issued upon the
exercise of the Option.

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<PAGE> 53
7.3 EXERCISE PRICE

The exercise price of each Option granted to an Eligible Director shall be
the Fair Market Value of the Stock subject to the Option on the date the Option
is granted or the date of initial shareholder approval of the Plan if later,
except as the Board otherwise specifies.

7.4 VESTING

Formula Options granted to Eligible Directors shall be fully vested and
exercisable six months after the date of grant. The Board may specify the same
or a different vesting schedule for other Options granted to Eligible Directors.

7.5 EXERCISE OF OPTION

Subject to Section 7.4 hereof, an Eligible Director may, at any time,
exercise an Option with respect to all or any part of the shares of Stock then
subject to such Option by giving the Corporation written notice of exercise,
specifying the number of shares as to which the Option is being exercised. Such
notice shall be addressed to the Corporate Secretary at the Corporation's
principal office, and shall be effective when actually received (by personal
delivery, fax or other delivery) by the Corporate Secretary. Such notice shall
be accompanied by an amount equal to the option price of such shares, in the
form of any one or combination of the following: cash or cash equivalents, or
shares of Stock valued at Fair market Value in accordance with the Plan. Shares
of Stock acquired by the Eligible Director through exercise of an Option may be
surrendered in payment of the Option price of Options; provided however, that
any Stock surrendered in payment must have been (a) held by the Eligible
Director for more than six months at the time of surrender or (b) acquired under
an Option granted not less than six months prior to the time of surrender.
Payment in full of the Option price need not accompany the written notice of
exercise provided the notice directs that the Stock certificate or certificates
for the shares for which the Option is exercised be delivered to a licensed
broker acceptable to the Corporation as the agent for the individual exercising
the Option and, at the time such Stock certificate or certificates are
delivered, the broker tenders to the Corporation cash (or cash equivalents
acceptable to the Corporation) equal to the Option price.

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<PAGE> 54
7.5 TERM OF OPTION

Options granted to Eligible Directors shall terminate and all rights to
purchase shares thereunder shall cease upon the expiration of ten years from the
date such Option is granted. Termination of the Optionee's status as an Eligible
Director shall not cause a Formula Option to terminate, but the Board may
designate termination as a director as a grounds for forfeiture of other Options
granted to Eligible Directors.

All options granted to Directors pursuant to Section 7 shall be evidenced
by uniform, written agreements setting forth the terms specified in this Section
7. The Board, but not the Committee, may amend the terms of any such agreements
relating to the amount, price or timing of the awards granted to Eligible
Directors.

8. TRANSFERABILITY OF OPTIONS

No Option shall be assignable or transferable by the Optionee to whom it
is granted, other than by will or the laws of descent and distribution.

9. USE OF PROCEEDS

The proceeds received by the Corporation from the sale of Stock pursuant
to Options shall constitute general funds of the Corporation.

10. REQUIREMENTS OF LAW

10.1. GENERAL

The Corporation shall not be required to sell or issue any shares of Stock
under any Option if the sale or issuance of such shares would constitute a
violation by the individual exercising the Option or by the Corporation of any
provision of any law or regulation of any governmental authority, including,
without limitation, any federal or state securities laws or regulations. If at
any time the Corporation shall determine, in its discretion, that the listing,
registration or qualification of any shares subject to the Option upon any
securities exchange or under any state or federal law, or the consent of any
government regulatory body, is necessary or desirable as a condition of, or in
connection with, the issuance or purchase of shares, the Option may not be
exercised in whole or in part unless such listing, registration, qualification,
consent or approval shall have been effected or obtained free of any conditions
not acceptable to the

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<PAGE> 55
Corporation, and any delay caused thereby shall in no way affect the date of
termination of the Option. Specifically in connection with the Securities Act of
1933, as amended (the "Securities Act"), upon exercise of any Option, unless a
registration statement under the Securities Act is in effect with respect to the
shares of Stock covered by such Option, the Corporation shall not be required to
sell or issue such shares unless the Corporation has received evidence
satisfactory to the Corporation that the Optionee may acquire such shares
pursuant to an exemption from registration under the Securities Act. Any
determination in this connection by the Committee shall be final and conclusive.
The Corporation may, but shall in no event be obligated to, register any
securities covered hereby pursuant to the Securities Act. The Corporation shall
not be obligated to take any affirmative action in order to cause the exercise
of an Option or the issuance of shares pursuant thereto to comply with any law
or regulation of any governmental authority. As to any jurisdiction that
expressly imposes the requirement that an Option shall not be exercisable unless
and until the shares of Stock covered by such Option are registered or are
subject to an available exemption from registration, the exercise of such Option
(under circumstances in which the laws of such jurisdiction apply) shall be
deemed conditioned upon the effectiveness of such registration or the
availability of such an exemption.

10.2 RULE 16b-3

The Plan is intended to qualify for the exemption provided by Rule 16b-3
under the Exchange Act. To the extent any provision of the Plan or action by the
Committee does not comply with the requirements of Rule 16b-3, it shall be
deemed inoperative, to the extent permitted by law and deemed advisable by the
Committee, and shall not affect the validity of the Plan. In the event Rule
16b-3 is revised or replaced, the Board may exercise discretion to modify the
Plan in any respect necessary to satisfy the requirements of the revised
exemption or its replacement.

11. AMENDMENT AND TERMINATION

The Board may, at any time and from time to time, amend, suspend or
terminate the Plan as to any shares of Stock as to which Options have not been
granted; provided, however, that no amendment by the Board with respect to ISOs
shall be made without stockholder approval when required to comply with Section
422 of the Code. The Corporation also may retain the right in an option
agreement to cause a forfeiture of the shares or gain realized by an Optionee on
account of the Optionee taking actions in "competition with the Corporation," as
defined in the applicable option agreement. Furthermore, the Corporation may, in
the option agreement, retain the right to annul the grant of an Option if the
holder of such grant was an employee of the

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<PAGE> 56
Corporation or a Subsidiary and is terminated "for cause," as described in the
applicable option agreement. Except as permitted under Sections 10 or 12, no
amendment, suspension or termination of the Plan or option agreement shall,
without the consent of the Optionee, alter or impair rights or obligations under
any Option previously granted under the Plan.

12. EFFECT OF CHANGES IN CAPITALIZATION

12.1. CHANGES IN STOCK

If the number of outstanding shares of Stock is increased or decreased or
changed into or exchanged for a different number or kind of shares or other
securities of the Corporation by reason of any recapitalization,
reclassification, stock split-up, combination of shares, exchange of shares,
stock dividend or other distribution payable in capital stock, or other increase
or decrease in such shares effected without receipt of consideration by the
Corporation, occurring after the Effective Date of the Plan, a proportionate and
appropriate adjustment shall be made by the Corporation in the number and kind
of shares for which Options are outstanding, so that the proportionate interest
of the Optionee immediately following such event shall, to the extent
practicable, be the same as immediately prior to such event. Any such adjustment
in outstanding Options shall not change the aggregate Option Price payable with
respect to shares subject to the unexercised portion of the Option outstanding
but shall include a corresponding proportionate adjustment in the Option Price
per share. Appropriate adjustment shall also be made to the number of shares of
stock subject to options to be granted under Section 7.1 after such adjustment.

12.2. REORGANIZATION WITH CORPORATION SURVIVING

Subject to Section 12.3, if the Corporation is the surviving corporation
in any reorganization, merger or consolidation of the Corporation with one or
more other entities, any Option previously granted pursuant to the Plan shall
pertain to and apply to the securities to which a holder of the number of shares
of Stock subject to such Option would have been entitled immediately following
such reorganization, merger or consolidation, with a corresponding proportionate
adjustment of the option price per share so that the aggregate option price
thereafter shall be the same as the aggregate option price of the shares
remaining subject to the Option immediately prior to such reorganization, merger
or consolidation.

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<PAGE> 57
12.3. OTHER REORGANIZATIONS; SALE OF ASSETS OR STOCK

Upon the dissolution or liquidation of the Corporation, or upon a merger,
consolidation or reorganization of the Corporation with one or more other
corporations in which the Corporation is not the surviving corporation, or upon
a sale of substantially all of the assets of the Corporation to another
corporation, or upon any transaction (including, without limitation, a merger or
reorganization in which the Corporation is the surviving corporation) approved
by the Board that results in any person or entity (other than persons who are
holders of stock of the Corporation at the time the Plan is approved by the
Stockholders and other than an affiliate of the Corporation as defined in Rule
144(a)(1) under the Securities Act) owning 80 percent or more of the combined
voting power of all classes of stock of the Corporation, the Plan and all
Options outstanding hereunder shall terminate, except to the extent provision is
made in connection with such transaction for the continuation of the Plan and/or
the assumption of the Options theretofore granted, or for the substitution for
such Options of new options covering the stock of a successor corporation, or a
parent or subsidiary thereof, with appropriate adjustments as to the number and
kinds of shares and exercise prices, in which event the Plan and Options
theretofore granted shall continue in the manner and under the terms so
provided. In the event of any such termination of the Plan, each Optionee shall
have the right (subject to the general limitations on exercise set forth in the
option agreement relating to such Option), immediately prior to the occurrence
of such termination and during such period occurring prior to such termination
as the Committee in its sole discretion shall designate, to exercise such Option
in whole or in part, whether or not such Option was otherwise exercisable at the
time such termination occurs, but subject to any additional limitations that the
Committee may, in its sole discretion, include in any option agreement. The
Committee shall send written notice of an event that will result in such a
termination to all Optionees not later than the time at which the Corporation
gives notice thereof to its stockholders.

12.4. ADJUSTMENTS

Adjustments under this Section 12 relating to stock or securities of the
Corporation shall be made by the Committee, whose determination in that respect
shall be final and conclusive. No fractional shares of Stock or units of other
securities shall be issued pursuant to any such adjustment, and any fractions
resulting from any such adjustment shall be eliminated in each case by rounding
downward to the nearest whole share or unit.

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<PAGE> 58
12.5. NO LIMITATIONS ON CORPORATION

The grant of an Option or pursuant to the Plan shall not affect or limit
in any way the right or power of the Corporation to make adjustments,
reclassifications, reorganizations or changes of its capital or business
structure or to merge, consolidate, dissolve or liquidate, or to sell or
transfer all or any part of its business or assets.

13. DISCLAIMER OF RIGHTS

No provision in the Plan or any option agreement entered into pursuant to
the Plan shall be construed to confer upon any individual the right to remain in
the service of the Corporation or any Subsidiary, or to interfere in any way
with the right and authority of the Corporation or any Subsidiary either to
increase or decrease the compensation of any individual at any time, or to
terminate any employment or other relationship between any individual and the
Corporation or any Subsidiary. The obligation of the Corporation to pay any
benefits pursuant to the Plan shall be interpreted as a contractual obligation
to pay only those amounts described herein, in the manner and under the
conditions prescribed herein. The Plan shall in no way be interpreted to require
the Corporation to transfer any amounts to a third party trustee or otherwise
hold any amounts in trust or escrow for payment to any participant or
beneficiary under the terms of the Plan.

14. NONEXCLUSIVITY

Neither the adoption of the Plan nor the submission of the Plan to the
stockholders of the Corporation for approval shall be construed as creating any
limitations upon the right and authority of the Board to adopt such other
incentive compensation arrangements (which arrangements may be applicable either
generally to a class or classes of individuals or specifically to a particular
individual or individuals) as the Board in its discretion determines desirable,
including, without limitation, the granting of stock options otherwise than
under the Plan.

15. INDEMNIFICATION

To the extent permitted by applicable law, the Committee shall be
indemnified and held harmless by the Corporation against and from any and all
loss, cost, liability or expense that may be imposed upon or reasonably incurred
by the Committee in connection with or resulting from any claim, action, suit or
proceeding to which the Committee may be a party or in which the

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<PAGE> 59
Committee may be involved by reason of any action taken or failure to act under
the Plan, and against and from any and all amounts paid by the Committee (with
the Corporation's written approval) in the settlement thereof, or paid by the
Committee in satisfaction of a judgment in any such action, suit or proceeding
except a judgment in favor of the Corporation; subject, however, to the
conditions that upon the institution of any claim, action, suit or proceeding
against the Committee, the Committee shall give the Corporation an opportunity
in writing, at its own expense, to handle and defend the same before the
Committee undertakes to handle and defend it on the Committee's own behalf. The
foregoing right of indemnification shall not be exclusive of any other right to
which such persons may be entitled as a matter of law or otherwise, or any power
the Corporation may have to indemnify the Committee or hold the Committee
harmless.

The Committee and each officer and employee of the Corporation shall be
fully justified in reasonably relying or acting upon any information furnished
in connection with the administration of the Plan by the Corporation or any
employee of the Corporation. In no event shall any persons who are or were
members of the Committee, or an officer or employee of the Corporation, be
liable for any determination made or other action taken or any omission to act
in reliance upon any such information, or for any action (including furnishing
of information) taken or any failure to act, if in good faith.

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<PAGE> 60

METROCALL, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned shareholder hereby constitutes and appoints the Proxy Committee
comprised of Ronald V. Aprahamian and Richard M. Johnston the true and lawful
agent and proxy with full power of substitution, to represent the undersigned at
the Annual Meeting of Stockholders of Metrocall, Inc. to be held at the
Ritz-Carlton, Pentagon City, 1250 South Hayes Street, Arlington, Virginia on May
7, 1997, at 9:00 a.m., local time, and at any adjournments thereof, on all
matters coming before said meeting.

Election of Directors each for a three-year term, Nominees:

Suzanne S. Brook, William L. Collins, III, Francis A. Martin, III

YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES, SEE
REVERSE SIDE, BUT YOU NEED NOT MARK ANY BOXES IF YOU WISH TO VOTE IN ACCORDANCE
WITH THE BOARD OF DIRECTORS RECOMMENDATIONS. THE PROXY COMMITTEE CANNOT VOTE
YOUR SHARE(S) UNLESS YOU SIGN AND RETURN THIS CARD.

The undersigned shareholder may revoke this proxy at any time before it is voted
by delivering to the Secretary of Metrocall either a written revocation of the
proxy or a duly executed proxy bearing a later date, or by appearing at the
Annual Meeting and voting in person.
------------
SEE REVERSE
SIDE
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METROCALL, INC.

ANNUAL MEETING OF STOCKHOLDERS
MAY 7, 1997
9:00 A.M.
RITZ-CARLTON, PENTAGON CITY
1250 SOUTH HAYES STREET
ARLINGTON, VIRGINIA

- --------------------------------------------------------------------------------
<PAGE> 61
[X]PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN. IF NO DIRECTION IS MADE, THIS PROXY WILL BE HELD VOTED FOR EACH
PROPOSAL.
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ALL PROPOSALS
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
FOR WITHHELD FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
1. Election of [ ] [ ] 2. Ratification of the [ ] [ ] [ ] 3. Approval of an [ ] [ ] [ ]
Directors appointment by the amendment to Amended and
(See reverse) Board of Directors of Restated Certificates of
For, except vote withheld from Arthur Andersen LLP as [ ] [ ] [ ] Incorporation increasing
the following nominee(s): independent public the number of authorized
accountants of Metrocall shares of Common Stock
- ----------------------------- for the fiscal year ending from 33.5 million to 60.0
December 31, 1997 million.

4. Approval of the [ ] [ ] [ ]
Conversion rights of
holders of Series B
Preferred Stock.

- -------------------------------------------------------------------------------- 5. Approval of certain [ ] [ ] [ ]
amendments to Metrocall
1996 Stock Option Plan.

6. In its discretion, the Proxy Committee is
authorized to vote such other business as may
properly come before the meeting or any
adjournments or postponements thereof.
---------------------------------------------------
NOTE: Please sign exactly as name appears hereon.
Only one signature is required in the case of
jointly owned stock. When signing as attorney,
executor, administrator, trustee or guardian, please
give full title as such.

----------------------------------------------

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SIGNATURE(S) DATE

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</TABLE>
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