1 EXHIBIT 4.2 VARIABLE COMMON RIGHTS AGREEMENT

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EXHIBIT 4.2

VARIABLE COMMON RIGHTS AGREEMENT

BY AND BETWEEN

METROCALL, INC.

AND

FIRST UNION NATIONAL BANK OF VIRGINIA, RIGHTS AGENT

Dated as of _______, 1996
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TABLE OF CONTENTS

ARTICLE ONE

TERMS OF THE VCRs
Section 1.01 Title; Maturity Date and Extended Maturity Date . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 1.02 Payment at Maturity Date and Extended Maturity Date. . . . . . . . . . . . . . . . . . . . . . . 2
Section 1.03 Payments Prior to Maturity. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 1.04 Form of Payment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 1.05 Termination of VCRs. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

ARTICLE TWO

VCR CERTIFICATES
Section 2.01 Form of VCR Certificates. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 2.02 Number of VCR Certificates. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 2.03 Registrable Form. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 2.04 Execution, Authentication, Delivery and Dating. . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 2.05 Temporary VCR Certificates. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 2.06 Registration, Registration of Transfer and Exchange. . . . . . . . . . . . . . . . . . . . . . . 9
Section 2.07 Mutilated, Destroyed, Lost and Stolen VCR Certificates. . . . . . . . . . . . . . . . . . . . . . 10
Section 2.08 Presentation of VCR Certificate. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 2.09 Persons Deemed Owners. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 2.10 Cancellation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 2.11 VCR Certificate Holder Not Deemed a Stockholder . . . . . . . . . . . . . . . . . . . . . . . . . 11

ARTICLE THREE

THE RIGHTS AGENT
Section 3.01 Certain Duties and Responsibilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 3.02 Certain Rights of Rights Agent. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 3.03 Not Responsible for Recitals or Issuance of VCRs. . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 3.04 May Hold VCRs. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 3.05 Compensation, Reimbursement and Indemnification of the Rights Agent. . . . . . . . . . . . . . . 15
Section 3.06 Corporate Rights Agent Required; Eligibility; Disqualification. . . . . . . . . . . . . . . . . . 15
Section 3.07 Change of Rights Agent. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 3.08 Acceptance of Appointment by Successor. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 3.09 Merger, Conversion, Consolidation or Succession to Business. . . . . . . . . . . . . . . . . . . 17

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ARTICLE FOUR

HOLDERS' LISTS AND REPORTS BY RIGHTS AGENT AND COMPANY
Section 4.01 Company to Furnish Rights Agent Names and Addresses of Holders. . . . . . . . . . . . . . . . 17
Section 4.02 Preservation of Information; Communications to Holders. . . . . . . . . . . . . . . . . . . . . 18
Section 4.03 Reports by Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Section 4.04 Reports by Rights Agent. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

ARTICLE FIVE

AMENDMENTS
Section 5.01 Amendments Without Consent of Holders. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Section 5.02 Amendments with Consent of Holders. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Section 5.03 Execution of Amendment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Section 5.04 Effect of Amendments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Section 5.05 Reference in VCRs to Amendments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Section 5.06 Conformity with Trust Indenture Act. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

ARTICLE SIX

COVENANTS
Section 6.01 Payment, If Any, to Holders. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Section 6.02 Trading Moratorium. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

ARTICLE SEVEN

REMEDIES OF THE RIGHTS AGENT AND THE HOLDERS ON EVENT OF
DEFAULT
Section 7.01 Collection of Indebtedness by Trustee; Trustee May Prove Debt. . . . . . . . . . . . . . . . . 23
Section 7.02 Application of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Section 7.03 Suit for Enforcement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Section 7.04 Restoration of Rights on Abandonment of Proceedings. . . . . . . . . . . . . . . . . . . . . . 25
Section 7.05 Limitations on Suits by Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Section 7.06 Unconditional Right Of Holders to Institute Certain Suits . . . . . . . . . . . . . . . . . . . 26
Section 7.08 Control by Holders. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Section 7.09 Waiver of Past Defaults. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Section 7.10 Rights Agent to Give Notice of Default, but May Withhold in Certain Circumstances. . . . . . . 28
Section 7.11 Right of Court to Require Filing of Undertaking to Pay Costs. . . . . . . . . . . . . . . . . . 28

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ARTICLE EIGHT

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
Section 8.01 Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Section 8.02 Trust Indenture Act. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Section 8.03 Compliance Certificates. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Section 8.04 Form of Documents Delivered to Rights Agent. . . . . . . . . . . . . . . . . . . . . . . . . . 33
Section 8.05 Acts of Holders. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Section 8.06 Notices, Etc., to Rights Agent and Company. . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Section 8.07 Notice to Holders; Waiver. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Section 8.08 Effect of Headings and Table of Contents. . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Section 8.09 Successors and Assigns. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Section 8.10 Benefits of Agreement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Section 8.11 Governing Law. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Section 8.12 Legal Holidays. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Section 8.12 Separability Clause. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Section 8.13 Counterparts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37

EXHIBIT A - Form of VCR Certificate

EXHIBIT B - Notice of Extension of Maturity

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AGREEMENT, dated as of ________ __, 1996, between Metrocall, Inc., a
Delaware corporation (hereinafter called the "Company"), and First Union
National Bank of Virginia, a national banking association (hereinafter called
the "Rights Agent").

W I T N E S S E T H:

WHEREAS, the Company has duly authorized the creation of an issue of
indexed Variable Common Rights (hereinafter called the "VCRs"), having the
rights hereinafter set forth, and to provide therefor the Company has duly
authorized the execution and delivery of this Agreement;

WHEREAS, pursuant to the Agreement and Plan of Merger dated as of May
16, 1996 between the Company and A+ Network, Inc., as amended (the "Merger
Agreement"), the Company has agreed to issue and deliver to shareholders of A+
Network, Inc., among other securities, one (1) VCR for each share of common
stock, par value $.01 per share, of the Company ("Common Stock") issued by the
Company pursuant to the Merger Agreement and to pay cash to such shareholders
in lieu of issuing fractional VCRs as provided in the Merger Agreement; and

WHEREAS, all things necessary have been done by the Company to make
the VCRs, when executed by the Company and authenticated and delivered
hereunder, the valid obligations of the Company and to make this Agreement a
valid agreement of the Company, in accordance with their and its terms.

NOW, THEREFORE, for and in consideration of the promises and the
consummation of the transactions referred to above, it is mutually covenanted
and agreed, for the equal and proportionate benefit of all Holders of the VCRs,
as follows:

ARTICLE ONE

TERMS OF THE VCRs

Section 1.01 Title; Maturity Date and Extended Maturity Date.

(a) The VCRs shall be known and designated as the "Variable Common
Rights" of the Company.

(b) Subject to extension as set forth in Section 1.1(b), the
Maturity Date of the VCRs shall be___________ __, 199_ , the first anniversary
of the Effective Time of the merger pursuant to the Merger Agreement.

(c) The Company may at its option extend the Maturity Date to
____________ __, 199_ , the second anniversary of the Effective Time (the
"Extended Maturity Date"), by (i) delivering to the Rights Agent no later than
one Business Day preceding the Maturity Date a notice of extension of maturity
in substantially the form set forth as Exhibit B to this Agreement, and (ii)
publishing notice of such extension in The Wall Street Journal (Eastern
Edition), or if
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the Wall Street Journal is not then published, another newspaper with general
circulation in the City of New York, New York, no later than one Business Day
preceding the Maturity Date, provided, however, that no immaterial defect in
any such notice shall affect the validity of the extension of the Maturity Date
to the Extended Maturity Date, and that any such notice when delivered or
published in the aforesaid manner shall be conclusively deemed to have been
received by each Holder whether or not actually received by such Holder.

Section 1.02 Payment at Maturity Date and Extended Maturity Date.

(a) Certain Definitions. In addition to the definitions in
Section 7.01, the following terms shall have the meanings set forth below.

(i) "Target Price" means (A) at the Maturity Date,
$21.10 multiplied by the lesser of 1.0 and the Index Factor as of the Maturity
Date and (B) at the Extended Maturity Date, $25.10 multiplied by the lesser of
1.0 and the Index Factor as of the Extended Maturity Date. In each case, upon
each occurrence of an event specified in Section 1.02(c), such amounts, as they
may have been previously adjusted, shall be adjusted pursuant to Section
1.02(c).

(ii) "Current Market Value" per share means, with respect
to any date, (A) the median of the (B) average of the Adjusted Closing Bid
Prices of shares of the Common Stock for each Trading Day during (C) each 20
consecutive Trading Day period that both begins and ends in the Valuation
Period.

(iii) "Minimum Price" means (A) at or before the Maturity
Date, $16.10 and (B) at or before the Extended Maturity Date, $18.10. In each
case, upon each occurrence of an event specified in Section 1.02(c), such
amounts, as they may have been previously adjusted, shall be adjusted pursuant
to Section 1.02(c).

(iv) "Adjusted Closing Bid Price" with respect to the
shares of any company shall mean the closing bid price per share of such
company's shares on the Nasdaq National Market System (or, if the shares are
traded on a securities exchange, on such exchange), adjusted to take account of
any subdivision (by stock split, stock dividend or otherwise) or combination
(by reverse split or otherwise) occurring after May 14, 1996. If any company
(other than the Company) with respect to the shares of which a closing bid
price must be determined merges with or into another company, then the Adjusted
Closing Bid Price shall equal (A) to the extent shares were converted into
shares of another company that are publicly traded, the closing bid price per
share of the shares into which such company's shares were converted in the
merger (adjusted in the case of any share split, share dividend or reverse
split occurring after the merger) times the conversion ratio at which the
shares were converted and (B) to the extent the shares were converted into
consideration other than shares of another company that are publicly traded,
the amount of cash and/or the fair market value (as determined by an
independent nationally recognized investment banking firm) of any other
consideration into which the shares were converted. If the shares of any
company are not traded on the Nasdaq National Market or on a securities
exchange, then the "Adjusted Closing Bid Price" shall be equal to the last
reported bid price on such day, as reported by The Wall Street Journal or a
reputable quotation

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source designated by the Company. If the "Adjusted Closing Bid Price" cannot
be so determined because no bid prices are reported for the relevant date, then
the "Adjusted Closing Bid Price" shall be equal to the last reported bid price,
as reported by The Wall Street Journal or a reputable quotation service
designated by the Company, on the most recent day (not more than 10 days prior
to the date in question) for which prices have been so reported; provided that
if there are no bid prices reported during the 10 days prior to the date in
question, the "Adjusted Closing Bid Price" shall be the fair market value as
determined by an independent nationally recognized investment banking firm.

(v) "Valuation Period" with respect to any date means the
60 Trading Day period immediately preceding (and including) such date.

(vi) "Index Factor", as of any date, shall be equal to
the Ending Period Comparable Paging Company Index as of such date divided by
$24.604.

(vii) "Daily Index Value" shall mean, on any Trading Day,
the average of the Adjusted Closing Bid Prices on such day of shares of common
stock of Arch Communications Group, Inc., MobilMedia Communications, Inc. and
ProNet, Inc., or any successors as determined pursuant to Section 1.02(a)(iv).

(viii) "Ending Period Comparable Paging Company Index"
means, with respect to any date, (A) the median of (B) the average of the Daily
Index Value for each Trading Day during (C) each 20 consecutive Trading Day
period that both begins and ends in the Valuation Period.

(b) Subject to Section 1.05, each VCR shall entitle the Holder to
receive cash or securities of the Company, as determined pursuant to Section
1.04, in the amount, if any, by which the Target Price on the Maturity Date or,
if the Company has elected to extend the Maturity Date pursuant to Section
1.01(c), on the Extended Maturity Date, exceeds the greater of (i) the Current
Market Value as of such date and (ii) the Minimum Price (the "VCR Payment").
Within 5 Business Days of the Maturity Date or the Extended Maturity Date, as
the case may be, the Company will deposit with the Rights Agent cash or
securities of the Company, as determined pursuant to Section 1.04, in an amount
equal to the number of VCRs then outstanding multiplied by the VCR Payment.
Following such deposit, the Rights Agent will disburse to each Holder of a VCR
Certificate, the VCR Payment times the number of VCRs represented by such VCR
Certificate.

(c) If the Company (i) subdivides (by stock split, stock dividend
or otherwise) its outstanding shares of Common Stock into a greater number of
shares or (ii) combines (by reverse stock split, reclassification or otherwise)
its outstanding shares of Common Stock into a smaller number of shares, each
VCR shall automatically and without further action by the Company or any Holder
be similarly subdivided or combined and the Target Price, the Minimum Price and
the Discounted Target Price (as defined below) shall be adjusted by dividing
each of them by the number of shares of Common Stock which a holder of one
share of Common Stock

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immediately prior to the effective date of a subdivision or combination would
have immediately after the occurrence of any such event. Nothing contained in
this Agreement shall be deemed to preclude any Holder from receiving a
fractional VCR as the result of an adjustment made pursuant to this Section
1.02(c). Whenever an adjustment is made as provided in this Section 1.02 (c),
the Company shall (i) promptly prepare a certificate setting forth such
adjustment and a brief statement of the facts accounting for such adjustment,
(ii) promptly file with the Rights Agent a copy of such certificate and (iii)
mail a brief summary thereof to each Holder. The Rights Agent shall be fully
protected in relying on any such certificate and on any adjustment therein
contained absent manifest error. Each outstanding VCR Certificate shall
thenceforth be deemed to represent that number of adjusted VCRs necessary to
reflect such subdivision or combination, and be deemed to reflect the adjusted
Target Price, the Minimum Price and the Discounted Target Price.

(d) Notwithstanding any provisions of this Agreement or the VCR
Certificates to the contrary, other than in the case of interest on the Default
Amount, no interest shall accrue on any amounts payable on the VCRs to any
Holder.

Section 1.03 Payments Prior to Maturity.

(a) Certain Definitions.

(i) "Event of Default" means any of the following which
shall have occurred and be continuing:

(A) default in the payment of all or any part of
the amounts payable in respect of any of the VCRs as and when the same shall
become due and payable following the Maturity Date or the Extended Maturity
Date, as the case may be, the Disposition Payment Date or otherwise;

(B) material default in the performance, or
material breach, of any material covenant or warranty of the Company in this
Agreement, and continuance of such material default or breach for a period of
98 days after written notice has been given to the Company by the Rights Agent
or to the Company and the Rights Agent by Holders holding at least 25% of the
outstanding VCRs; or

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of a court having jurisdiction in the premises for the appointment of a
receiver, liquidator, sequestrator, trustee, custodian or other officer having
similar powers over the Company, or over all of a substantial part of its
property, shall have been entered, or there shall have occurred the involuntary
appointment of an interim receiver, trustee or other custodian of the Company
for all or a substantial part of its property, and any such event described in
this clause (y) shall continue for 60 days without being dismissed or
discharged, or (z) the Company shall fail generally to pay its debts as the
same come due, shall make any assignment for the benefit of its creditors,
shall liquidate, dissolve, or otherwise seek to wind up its affairs, or shall
take any action in furtherance of the foregoing.

(ii) "Disposition" means (A) a merger, consolidation or
other business combination involving the Company as a result of which no shares
of Common Stock shall remain outstanding, (B) a sale, transfer or other
disposition, in one or a series of transactions, of all or substantially all of
the assets of the Company or (C) a reclassification of Common Stock as any
other capital stock of the Company or any other person.

(iii) "Default Amount" means the amount, if any, by which
the Discounted Target Price exceeds the Minimum Price.

(iv) "Discounted Target Price" means (A) if a Disposition
or an Event of Default shall occur prior to the Maturity Date, $21.10
multiplied by the lesser of 1.0 and the relevant Index Factor as of the
Disposition Payment Date or the Default Payment Date, as the case may be, and
discounted from the Maturity Date to the Disposition Payment Date or the
Default Payment Date, as the case may be, at a per annum rate of 8%; or (B) if
a Disposition or an Event of Default shall occur after the Maturity Date but
prior to the Extended Maturity Date, $25.10 multiplied by the lesser of 1.0 and
the Index Factor as of the Disposition Payment Date or the Default Payment
Date, as the case may be, and discounted from the Extended Maturity Date to
the Disposition Payment Date or the Default Payment Date, as the case may be,
at a per annum rate of 8%. In each case, upon each occurrence of an event
specified in Section 1.02(c), such amounts, as they may have been previously
adjusted, shall be adjusted pursuant to Section 1.02(c).

(v) "Disposition Payment Date", with respect to a
Disposition, means the date established by the Company for payment of the
amount due on the VCRs in respect of such Disposition, which in no event shall
be more than 38 days after the date on which such Disposition was consummated.

(vi) "Default Payment Date" means the date on which the
VCRs become due and payable upon the declaration thereof pursuant to Section
1.03(b) following an Event of Default.

(b) The Company will, as soon as practicable, give notice to the
Rights Agent and each Holder of the occurrence of a Disposition and the
Disposition Payment Date. Subject to Section 1.05, each VCR shall entitle the
holder to receive cash or securities of the Company, as

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determined pursuant to Section 1.04, in an amount, if any, by which the
Discounted Target Price on the Disposition Payment Date exceeds the greater of
(i) the fair market value as of the date of the Disposition (if other than
cash, as determined by an independent nationally recognized investment banking
firm) of the consideration, if any, received by holders of Common Stock for
each share of such Common Stock held by such holder as a result of such
Disposition and assuming that such holder did not exercise any right of
appraisal granted under law with respect to such Disposition, and (ii) the
Minimum Price (the "Disposition VCR Payment"). On the Disposition Payment
Date, the Company will deposit with the Rights Agent cash or securities of the
Company, as determined pursuant to Section 1.04, in an amount equal to the
number of VCRs then outstanding multiplied by the Disposition VCR Payment.
Following such deposit, the Rights Agent will disburse to each Holder of a VCR
Certificate the Disposition VCR Payment times the number of VCRs represented by
such VCR Certificate.

(c) If an Event of Default occurs and is continuing, either the
Rights Agent or the Holders holding at least 25% of the Outstanding VCRs, by
notice to the Company (and to the Rights Agent if given by the Holders), may
declare the VCRs to be due and payable, and upon any such declaration, the
Default Amount shall become immediately due and payable and, thereafter, shall
bear interest at an interest rate of 12% per annum (the "Default Interest
Rate") until payment is made to the Rights Agent for distribution to the VCR
Holders.

Section 1.04 Form of Payment.

(a) The Company, at its option, may pay the VCR Payment Amount,
Disposition Payment Amount or Default Amount in (i) cash or (ii) that number of
shares of Common Stock equal to the VCR Payment Amount, Disposition Payment
Amount or Default Amount divided by the Current Market Value of the Common
Stock as of the Maturity Date, the Extended Maturity Date, the Disposition
Payment Date or the Default Payment Date, as the case may be; provided,
however, that if an Event of Default has occurred and is continuing at the time
of such payment, the Default Payment Amount may be paid only in cash or shares
of Company preferred stock ("Preferred Stock") having the terms set forth in
Exhibit C to this Agreement, with each Holder receiving a number of Fractional
Shares (as defined below) equal to the number of shares of Common Stock such
Holder would have received if the Company had paid in shares of Common Stock.
If the number of shares of Common Stock that is authorized by the Company's
certificate of incorporation but not outstanding or reserved for issuance for
purposes other than payment of amounts due in payment of the VCRs is not
sufficient to permit the payment in shares of Common Stock, the Company may, in
lieu of paying in shares of Common Stock, pay amounts due in payment of the
VCRs in shares of Preferred Stock having the terms set forth in Exhibit C to
this Agreement, with each Holder receiving a number of Fractional Shares equal
to the number of shares of Common Stock such Holder would have received if the
Company had paid in shares of Common Stock. "Fractional Share" shall mean such
fraction of a whole share of Preferred Stock as determined by the Board of
Directors of the Company. Any shares of Common Stock or Preferred Stock to be
issued hereunder shall be issued pursuant to an effective registration
statement under the Securities Act or under an exemption therefrom.

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(b) Fractional Shares of Common Stock.

(i) If payment is made in Common Stock pursuant to
Section 1.04(a), the Company shall not issue fractions of shares of Common
Stock upon payment under the VCRs or distribute certificates which evidence
fractional shares of Common Stock; provided that the foregoing shall not
preclude any Holder from aggregating VCR Certificates and receiving a whole
number of shares of Common Stock, in which case the foregoing shall apply only
to any fraction of a share resulting from such aggregation. In lieu of any
such fractional shares of Common Stock, the Holder shall receive cash equal to
the same fraction of the Current Market Value as of the Maturity Date or the
Extended Maturity Date, as the case may be, of one share of Common Stock. Upon
request by the Rights Agent, the Company will deposit sufficient cash to make
payment in respect of fraction VCRs as provided herein.

(ii) The holder of a VCR by the acceptance of the VCR
expressly waives his right to receive any fractional shares of Common Stock
upon exercise of a VCR except as permitted by this Section 1.04.

Section 1.05 Termination of VCRs.

Notwithstanding anything to the contrary set forth herein, the VCRs
shall terminate and become null and void, and the Holders thereof shall have no
further rights with respect thereto, if the closing bid price of the Common
Stock exceeds (a) $21.10 on each Trading Day in any period of 50 consecutive
calendar days prior to the Maturity Date, or (b) $25.10 on each Trading Day in
any period of 50 consecutive calendar days between the Maturity Date and the
Extended Maturity Date. Upon such termination, the Company shall give the
Rights Agent notice of such termination. The failure to give such notice or
any defect therein shall not affect the validity of such termination.

ARTICLE TWO

VCR CERTIFICATES

Section 2.01 Form of VCR Certificates.

(a) The VCR Certificates and the Rights Agent's certificate of
authentication shall be in substantially the forms set forth in Exhibit A
hereto, with such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by this Agreement and may have such
letters, numbers or other marks of identification and such legends or
endorsements placed therein as may be required to comply with the rules of any
securities exchange or as may be required by law or any rule or regulation
pursuant thereto, all as may be determined by officers executing such VCR
Certificates, as evidenced by their execution of the VCR Certificates. Any
portion of the text of any VCR Certificate may be set forth on the reverse
thereof, with an appropriate reference thereto on the face of the VCR
Certificate.

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(b) The definitive VCR Certificates shall be printed, lithographed
or engraved on steel engraved borders or produced by any combination of these
methods or may be produced in any other manner permitted by the rules of any
securities exchange on which the VCRs may be listed, all as determined by the
officers executing such VCR Certificates, as evidenced by their execution of
such VCR Certificates.

Section 2.02 Number of VCR Certificates.

The aggregate number of VCR Certificates which may be authenticated
and delivered under this Agreement is limited to _____________ [number of
shares/VCRs to be issued in Merger] except for VCR Certificates authenticated
and delivered upon registration of transfer, or in exchange for, or in lieu of,
other VCR Certificates pursuant to Section 2.05, 2.06, 2.07 or 5.05; provided,
that, the foregoing limitation shall not affect the adjustments called for in
Section 1.02.

Section 2.03 Registrable Form.

The VCR Certificates shall be issuable only in registered form.

Section 2.04 Execution, Authentication, Delivery and Dating.

(a) The VCR Certificates shall be executed an behalf of the
Company by its Chairman of the Board of Directors or its president or any vice
president or its treasurer, under its corporate seal which may, but need not,
be attested. The signature of any of these officers on the VCR Certificates
may be manual or facsimile.

(b) VCR Certificates bearing the manual or facsimile signatures of
individuals who were at any time the proper officers of the Company shall bind
the Company, notwithstanding that such individuals or any of them have ceased
to hold such offices prior to the authentication and delivery of such VCR
Certificates or did not hold such offices at the date of such VCR Certificates.

(c) At any time and from time to time after the execution and
delivery of this Agreement, the Company may deliver VCR Certificates executed
by the Company to the Rights Agent for authentication, together with a Company
Order for the authentication and delivery of such VCR Certificates; and the
Rights Agent in accordance with such Company Order shall authenticate and
deliver such VCR Certificates as provided in this Agreement and not otherwise.

(d) Each VCR Certificate shall be dated the date of its
authentication.

(e) No VCR Certificate shall be entitled to any benefit under this
Agreement or be valid or obligatory for any purpose unless there appears on
such VCR Certificate a certificate of

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authentication substantially in the form provided for herein duly executed by
the Rights Agent by manual signature of an authorized officer, and such
certificate upon any VCR Certificate shall be conclusive evidence, and the only
evidence, that such VCR Certificate has been duly authenticated and delivered
hereunder and that the Holder is entitled to the benefits of this Agreement.

Section 2.05 Temporary VCR Certificates.

(a) Pending the preparation of definitive VCR Certificates, the
Company may execute, and upon Company Order the Rights Agent shall authenticate
and deliver, temporary VCR Certificates which are printed, lithographed,
typewritten, mimeographed or otherwise produced, substantially of the tenor of
the definitive VCR Certificates in lieu of which they are issued and with such
appropriate insertions, omissions, substitutions and other variations as the
officers executing such VCR Certificates may determine with the concurrence of
the Rights Agent. Temporary VCR Certificates may contain such reference to any
provisions of this Agreement as may be appropriate. Every temporary VCR
Certificate shall be executed by the Company and be authenticated by the Rights
Agent upon the same conditions and in substantially the same manner, and with
like effect, as the definitive VCR Certificates.

(b) If temporary VCR Certificates are issued, the Company will
cause definitive VCR Certificates to be prepared without unreasonable delay.
After the preparation of definitive VCR Certificates, the temporary VCR
Certificates shall be exchangeable for definitive VCR Certificates upon
surrender of the temporary VCR Certificates at the office of the Rights Agent,
without charge to the Holder. Upon surrender for cancellation of any one or
more temporary VCR Certificates the Company shall execute and the Rights Agent
shall authenticate and deliver in exchange therefor a like amount of definitive
VCR Certificates. Until so exchanged, the temporary VCR Certificates shall in
all respects be entitled to the same benefits under this Agreement as
definitive VCR Certificates.

Section 2.06 Registration, Registration of Transfer and Exchange.

(a) The Company shall cause to be kept at the office of the Rights
Agent a register (being herein sometimes referred to as the "Security
Register") in which, subject to such reasonable regulations as it may
prescribe, the Company shall provide for the registration of VCRs and for
transfers of VCRs. The Rights Agent is hereby initially appointed "Security
Registrar" for the purpose of registering VCRs and transfers of VCRs as herein
provided.

(b) Upon surrender for registration of transfer of any VCR
Certificate at the office of the Rights Agent, the Company shall execute, and
the Rights Agent shall authenticate and deliver, in the name of the designated
transferee or transferees, one or more new VCR Certificates representing the
same aggregate number of VCRs represented by the VCR Certificate so surrendered
that are to be transferred and the Company shall execute and the Rights Agent
shall authenticate and deliver, in the name of the transferor, one or more new
VCR Certificates represented by such VCR Certificate that are not to be
transferred.

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(c) At the option of the Holder, VCR Certificates may be exchanged
for other VCR Certificates that represent in the aggregate the same number of
VCRs as the VCR Certificates surrendered at the office of the Rights Agent.
Whenever any VCR Certificates are so surrendered for exchange, the Company
shall execute, and the Rights Agent shall authenticate and deliver, the VCR
Certificates which the Holder making the exchange is entitled to receive.

(d) All VCR Certificates issued upon any registration of transfer
or exchange of VCR Certificates shall be the valid obligations of the Company,
evidencing the same right and entitled to the same benefits under this
Agreement as the VCR Certificates surrendered upon such registration of
transfer or exchange.

(e) Every VCR Certificate presented or surrendered for
registration of transfer or for exchange shall (if so required by the Company
or the Security Registrar) be duly endorsed, or be accompanied by a written
intent of transfer in form satisfactory to the Company and the Security
Registrar, duly executed by the Holder thereof or his attorney duly authorized
in writing.

(f) No service charge shall be made for any registration of
transfer or exchange of VCRs, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any registration of transfer or exchange of VCRs, other than
exchanges pursuant to Section 2.05 or not involving any transfer.

Section 2.07 Mutilated, Destroyed, Lost and Stolen VCR
Certificates.

(a) If (i) any mutilated VCR Certificate is surrendered to the
Rights Agent or (ii) the Company and the Rights Agent receive evidence to their
satisfaction of the destruction, loss or theft of any VCR Certificate, and
there is delivered to the Company and the Rights Agent such security or
indemnity as may be required by them to save each of them harmless, then, in
the absence of notice to the Company or the Rights Agent that such VCR
Certificate has been acquired by a bona fide purchaser, the Company shall
execute and upon its written request the Rights Agent shall authenticate and
deliver, in exchange for any such mutilated VCR Certificate or in lieu of any
such destroyed, lost or stolen VCR Certificate, a new VCR Certificate of like
tenor and amount of VCRs, bearing a number not contemporaneously outstanding.

(b) In case any such mutilated, destroyed, lost or stolen VCR
Certificate has become or is to become due and payable within 15 days, the
Company in its discretion may, instead of issuing a new VCR Certificate,
deliver payment, if any, for such VCR on or prior to the Maturity Date or the
Extended Maturity Date, as the case may be.

(c) Upon the issuance of any new VCR Certificates under this
Section 2.07, the Company may require the payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in relation thereto
and any other expenses (including the fees and expenses of the Rights Agent)
connected therewith.

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(d) Every new VCR Certificate issued pursuant to this Section 2.07
in lieu of any destroyed, lost or stolen VCR Certificate shall constitute an
original additional contractual obligation of the Company, whether or not the
destroyed, lost or stolen VCR Certificate shall be at any time enforceable by
anyone, and shall be entitled to all benefits of this Agreement equally and
proportionately with any and all other VCR Certificates duly issued hereunder.

(e) The provisions of this Section 2.07 are exclusive and shall
preclude (to the extent lawful) all other rights and remedies with respect to
the replacement or payment of mutilated, destroyed, lost or stolen VCR
Certificates.

Section 2.08 Presentation of VCR Certificate.

Payment of any amounts on the VCRs shall be made only upon
presentation of the VCR Certificate by the Holder thereof at the office of the
Rights Agent maintained for that purpose in New York, New York.

Section 2.09 Persons Deemed Owners.

Prior to the time of due presentment for registration of transfer,
the Company, the Rights Agent and any agent of the Company or the Rights Agent
may treat the Person in whose name any VCR is registered as the owner of such
VCR for the purpose of receiving payment on such VCR and for all other purposes
whatsoever, whether or not such VCR be overdue, and neither the Company, the
Rights Agent nor any agent of the Company or the Rights Agent shall be affected
by notice to the contrary.

Section 2.10 Cancellation.

All VCRs surrendered for payment, registration, transfer or exchange
shall, if surrendered to any Person other than the Rights Agent, be delivered
to the Rights Agent and shall be promptly canceled by it. The Company may at
any time deliver to the Rights Agent for cancellation any VCRs previously
authenticated and delivered hereunder which the Company may have acquired in
any manner whatsoever, and all VCRs so delivered shall be promptly canceled by
the Rights Agent. No VCRs shall be authenticated in lieu of or in exchange for
any VCRs canceled as provided in this Section 2.10, except as expressly
permitted by this Agreement. All canceled VCRs held by the Rights Agent shall
be disposed of as directed by a Company Order.

Section 2.11 VCR Certificate Holder Not Deemed a Stockholder.

No Holder, as such, of any VCR Certificate shall be entitled to vote,
receive dividends or be deemed for any purpose the holder of the shares of
capital stock which may at any time be issuable on the exercise of the VCRs
represented thereby, nor shall anything contained herein or in any VCR
Certificate be construed to confer upon the holder of any VCR Certificate, as
such, any of the rights of a stockholder of the Company or any right to vote
for the election of

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directors or upon any matter submitted to stockholders at any meeting thereof,
or to give or withhold consent to any corporate action, or to receive notice of
meetings or other actions affecting stockholders, or to receive dividends or
subscription rights, or otherwise, unless and until shares of Common Stock have
been issued in payment of the VCRs in accordance with the provisions hereof.

ARTICLE THREE

THE RIGHTS AGENT

Section 3.01 Certain Duties and Responsibilities.

(a) With respect to the Holders of VCRs issued hereunder, the
Rights Agent, prior to an Event of Default with respect to the VCRs and after
curing or waiving of all Events of Default which may have occurred, undertakes
to perform such duties and only such duties as are specifically set forth in
this Agreement, and no implied covenants or obligations shall be read into this
Agreement against the Rights Agent. In case an Event of Default with respect
to the VCRs has occurred (which has not been cured or waived), the Rights Agent
shall exercise such of the rights and powers vested in it by this Agreement,
and use the same degree of care and skill in their exercise, as a prudent man
would exercise or use under the circumstances in the conduct of his own
affairs.

(b) In the absence of bad faith on its part, prior to the
occurrence of an Event of Default and after the curing or waiving of all such
Events of Default which may have occurred, the Rights Agent may conclusively
rely, as to the truth of the statements and the correctness of the opinions
expressed therein, upon certificates or opinions furnished to the Rights Agent
and conforming to the requirements of this Agreement; but in the case of any
such certificates or opinions which by any provision hereof are specifically
required to be furnished to the Rights Agent, the Rights Agent shall be under a
duty to examine the same to determine whether or not they conform to the
requirements of this Agreement.

(d) The Rights Agent is hereby authorized and directed to accept
instructions with respect to the performance of its duties hereunder from any
person reasonably believed by the Rights Agent to be the Chairman of the Board,
the Chief Executive Officer, the President or any Vice President or the
Secretary or any Assistant Secretary or the Treasurer or any Assistant
Treasurer of the Company, and to apply to such officers for advice or
instructions in connection with its duties, and it shall not be liable for any
action taken, suffered or omitted to be taken by it in good faith in accordance
with instructions of any such officer. Any application by the Rights Agent for
written instructions from the Company may, at the option of the Rights Agent
set forth in writing any action proposed to be taken or omitted by the Rights
Agent under this Agreement and the date on or after which such action shall be
taken or such omission shall be effective. The

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Rights Agent shall not be liable for any action taken by, or omission of, the
Rights Agent in accordance with a proposal included in any such application on
or after the date specified in such application (which date shall not be less
than five Business Days after the date any officer of the Company actually
receives such application, unless any such officer shall have consented in
writing to an earlier date) unless, prior to taking any such action (or the
effective date in the case of an omission), the Rights Agent shall have
received written instructions in response to such application specifying the
action to be taken or omitted.

Section 3.02 Certain Rights of Rights Agent.

Subject to the provisions of Trust Indenture Act Sections 315(a)
through 315(d) and Section 3.01 hereof:

(a) The Rights Agent may rely and shall be protected in acting or
refraining from acting upon any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture,
note, other evidence of indebtedness or other paper or document believed by it
to be genuine and to have been signed or presented by the proper party or
parties.

(b) Any request or direction of the Company mentioned herein shall
be sufficiently evidenced by a Company Request or Company Order and any
resolution of the Board of Directors may be sufficiently evidenced by a Board
Resolution.

(c) Whenever in the administration of this Agreement the Rights
Agent shall deem it desirable that a matter be proved or established prior to
taking, suffering or omitting any action hereunder, the Rights Agent (unless
other evidence be herein specifically prescribed) may, in the absence of bad
faith on its part, rely upon an Officer's Certificate.

(d) The Rights Agent may consult with counsel and the written
advice of such counsel or any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or
omitted by it hereunder in good faith and in reliance thereon.

(e) The Rights Agent shall be under no obligation to exercise any
of the rights or powers vested in it by this Agreement at the request or
direction of any of the Holders pursuant to this Agreement, unless such Holders
shall have offered to the Rights Agent reasonable security or indemnity against
the costs, expenses and liabilities which might be incurred by it in compliance
with such request or direction.

(f) The Rights Agent shall not be bound to make any investigation
into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request consent order, approval,
appraisal, bond, debenture, note, coupon, security, or other paper or document
unless requested in writing to do so by the Holders of not less than a majority
in aggregate number of the VCRs then outstanding; provided that, if the payment
within a

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reasonable time to the Rights Agent of the costs, expenses or liabilities
likely to be incurred by it in the making of such investigation is, in the
opinion of the Rights Agent not reasonably assured to the Rights Agent by the
security afforded to it by the terms of this Agreement, the Rights Agent may
require reasonable indemnity against such expenses or liabilities as a
condition to proceeding; the reasonable expenses of every such investigation
shall be paid by the Company or, if paid by the Rights Agent or any predecessor
Rights Agent, shall be repaid by the Company upon demand.

(g) The Rights Agent may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through
agents or attorneys and the Rights Agent shall not be responsible for any
misconduct or negligence on the part of any agent or attorney appointed with
due care by it hereunder.

(h) The permissive rights of the Rights Agent to do things
enumerated in this Agreement shall not be construed as a duty.

(i) The Rights Agent shall not be required to give any note or
surety in respect of the execution of the said trusts and powers.

(j) Except for an event of which the Rights Agent has "actual
knowledge," which event, with the giving of notice or the passage of time or
both, would constitute an Event of Default, the Rights Agent shall not be
deemed to have notice of any Event of Default unless specifically notified in
writing of such event by the Company or the Holders of not less than 25% in
aggregate number of VCRs Outstanding; as used herein, the term "actual
knowledge" means the actual fact or statement of knowing, without any duty to
make any investigation without regard thereto.

(k) No provision of this Rights Agreement shall require the Rights
Agent to expend or risk its own funds or otherwise incur any financial
liability in the performance of any of its duties hereunder, or in the exercise
of any of its rights or powers if it shall have reasonable grounds for
believing that repayment of such funds or adequate indemnity against such risk
or liability is not reasonably assured to it.

Section 3.03 Not Responsible for Recitals or Issuance of VCRs.

The recitals contained herein and in the VCRs, except the Rights
Agent's certificates of authentication, shall be taken as the statements of the
Company, and the Rights Agent assumes no responsibility for their correctness.
The Rights Agent makes no representations as to the validity or sufficiency of
this Agreement or of the VCRs. The Rights Agent shall not be accountable for
the use or application by the Company of VCRs.

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Section 3.04 May Hold VCRs.

The Rights Agent, any Paying Agent, Security Registrar or any other
agent of the Company, in its individual or any other capacity, may become the
owner or pledgee of VCRs, and, subject to Section 3.07, may otherwise deal with
the Company with the same rights it would have if it were not Rights Agent,
Paying Agent, Security Registrar or such other agent.

Section 3.05 Compensation, Reimbursement and Indemnification of
the Rights Agent.

The Company agrees:

(a) to pay to the Rights Agent from time to time reasonable
compensation for all services tendered by it hereunder;

(b) except as otherwise expressly provided herein, to reimburse
the Rights Agent upon its request for all reasonable expenses, disbursements
and advances incurred or made by the Rights Agent in accordance with any
provision of this Agreement (including the reasonable compensation and the
events and disbursements of its agents and counsel), except any such expense,
disbursement or advance as may be attributable to its gross negligence, willful
misconduct or bad faith; and

(c) to indemnify the Rights Agent for, and to hold it harmless
against, any loss, liability or expense incurred without gross negligence,
willful misconduct or bad faith on its part, arising out of or in connection
with the acceptance or administration of this agency, including the costs and
expenses of defending itself against any claim or liability in connection with
the exercise or performance of any of its powers or duties hereunder,
including the enforcement of this Section 3.05.

Section 3.06 Corporate Rights Agent Required; Eligibility;
Disqualification.

(a) The Company shall insure that there shall at all times be a
Rights Agent hereunder which shall be a corporation organized and doing
business under the laws of the United States of America or of any state or the
District of Columbia, authorized under such laws to exercise corporate trust
powers, having a combined capital and surplus of at least $50,000,000 and
subject to supervision or examination by federal or state authority. If such
corporation publishes reports of condition at least annually, pursuant to law
or to the requirements of the aforesaid supervising or examining authority,
then for the purposes of this Section the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published. Neither the Company nor
any Person directly or indirectly controlling, controlled by or under common
control with the Company shall serve as Rights Agent.

(b) The Rights Agent shall be subject to the provisions of Section
310(b) of the Trust Indenture Act during the period of time provided for
therein. Nothing herein shall prevent the

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Trustee from filing with the Commission the application referred to in the
penultimate paragraph of Section 310(b) of the Trust Indenture Act.

(c) If at any time the Rights Agent shall cease to be eligible in
accordance with the provisions of this Section 4.06, it shall resign
immediately in the manner and with the effect hereinafter specified in this
Article.

Section 3.07 Change of Rights Agent.

The Rights Agent or any successor Rights Agent may resign and be
discharged from its duties under this Agreement upon 30 days notice in writing
mailed to the Company and to each transfer agent of the Common Stock by
registered or certified mail, and to the holders of the VCR Certificates by
first-class mail. The Company may remove this Rights Agent or any successor
Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or
successor Rights Agent, as the case may be, and to each transfer agent of the
Common Stock by registered or certified mail and to the holders of the VCR
Certificates by first-class mail. If the Rights Agent shall resign or be
removed or shall otherwise become incapable of acting, the Company shall
appoint a successor to this Rights Agent. If the Company shall fail to make
such appointment within a period of 30 days after giving notice of such removal
or after it has been notified in writing of such resignation or incapacity by
the resigning or incapacitated Rights Agent or by the holder of a VCR
Certificate (who shall, with such notice, submit his VCR Certificate for
inspection by the Company), then the registered holder of any VCR Certificate
may apply to any court of competent jurisdiction for the appointment of a new
Rights Agent. Any successor Rights Agent, whether appointed by the Company or
by such a court, shall be (a) a corporation organized and doing business under
the laws of the United States or of any state of the United States or the
District of Columbia, in good standing, which is authorized under such law to
exercise stock transfer or corporate trust powers and is subject to supervision
or examination by federal or state authority and which has at the time of its
appointment as Rights Agent a combined capital and surplus of at least
$50,000,000 or (b) an Affiliate of a corporation described in clause (a) of
this sentence. After appointment, the successor Rights Agent shall be vested
with the same powers, rights, duties and responsibilities as if it had been
originally named as Rights Agent without further act or deed, but the
predecessor Rights Agent shall deliver and transfer to the successor Rights
Agent any property at the time held by such predecessor Rights Agent hereunder,
and execute and deliver any further assurance, conveyance, act or deed
necessary for the purpose. Not later than the effective date of any such
appointment the Company shall file notice thereof in writing with the
predecessor Rights Agent and each transfer agent of the Common Stock and mail a
notice thereof in writing to the registered holders of the VCR Certificates.
Failure to give any notice provided for in this Section 4.07, or any defect
therein, shall not affect the legality or validity of the resignation or
removal of the Rights Agent or the appointment of the successor Rights Agent,
as the case may be.

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Section 3.08 Acceptance of Appointment by Successor.

(a) Every successor Rights Agent appointed hereunder shall execute,
acknowledge and deliver to the Company and to the retiring Rights Agent an
instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Rights Agent shall become effective and such successor Rights
Agent, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring Rights Agent; but, on
request of the Company or the successor Rights Agent, such retiring Rights
Agent shall, upon payment of its charges, execute and deliver an instrument
transferring to such successor Rights Agent all the rights, powers and trusts
of the retiring Rights Agent, and shall duly assign, transfer and deliver to
such successor Rights Agent all property and money held by such retiring Rights
Agent hereunder. Upon request of any such successor Rights Agent, the Company
shall execute any and all instruments for more fully and certainly vesting in
and confirming to such successor Rights Agent all such rights, powers and
trusts.

(b) No successor Rights Agent shall accept its appointment unless
at the time of such acceptance such successor Rights Agent shall be qualified
and eligible under this Article.

Section 3.09 Merger, Conversion, Consolidation or Succession to
Business.

Any corporation into which the Rights Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Rights Agent shall be
a party, or any corporation succeeding to all or substantially all of the
corporate trust business of the Rights Agent shall be the successor of the
Rights Agent hereunder, provided such corporation shall be otherwise qualified
and eligible under this Article, without the execution or filing of any paper
or any further act on the part of any of the parties hereto. In case any VCRs
shall have been authenticated, but not delivered, by the Rights Agent then in
office, any successor by merger, conversion or consolidation to such
authenticating Rights Agent may adopt such authentication and deliver the VCRs
so authenticated with the same effect as if such successor Rights Agent had
itself authenticated such VCRs, and such certificate shall have the full force
which it is anywhere in the VCRs or in this Agreement provided that the
certificate of the Rights Agent shall have; provided that the right to adopt
the certificate of authentication of any predecessor Rights Agent shall apply
only to its successor or successors by merger, conversion or consolidation.

ARTICLE FOUR

HOLDERS' LISTS AND REPORTS BY RIGHTS AGENT AND COMPANY

Section 4.01 Company to Furnish Rights Agent Names and Addresses
of Holders.

The Company will furnish or cause to be furnished to the Rights Agent
(a) semiannually, beginning January 1, 1997, a list, in such form as the Rights
Agent may reasonably require, of the names and addresses of the Holders as of
the date thereof and (b) at such times as the Rights

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Agent may request in writing, within 30 days after receipt by the Company of
any such request, a list, in such form as the Rights Agent may reasonably
require, of the names and the addresses of the Holders as of a date not more
than 15 days prior to the time such list is furnished; provided, however, that,
if and so long as the Rights Agent shall be the Security Registrar, no such
list need be furnished.

Section 4.02 Preservation of Information; Communications to
Holders.

(a) If the list is provided pursuant to Section 4.01, the Rights
Agent shall preserve, in as current a form as is reasonable practicable, the
names and addresses of Holders contained in the most recent list furnished to
the Rights Agent as provided in Section 4.01 and the names and addresses of
Holders received by the Rights Agent in its capacity as Security Registrar.
The Rights Agent may destroy any list furnished to it as provided in Section
4.01 upon receipt of a new list so furnished.

(b) If three or more Holders (hereinafter referred to as
"applicants") apply in writing to the Rights Agent, and furnish to the Rights
Agent reasonable proof that each such applicant has owned a VCR for a period of
at least six months preceding the date of such application, and such
application states that the applicants desire to communicate with other Holders
with respect to their rights under this Agreement or under the VCRs and is
accompanied by a copy of the form of proxy or other communication which such
applicants propose to transmit, then the Rights Agent shall, within five
Business Days after the receipt of such application at its election, either (i)
afford such applicants access to the information preserved at the time by the
Rights Agent in accordance with Section 4.02(a), or (ii) inform such applicants
as to the approximate number of Holders whose names and addresses appear in the
information preserved at the time by the Rights Agent in accordance with
Section 4.02(a), and as to the approximate cost of mailing to such Holders the
forms of proxy or other communication, if any, specified in such application.

If the Rights Agent shall elect not to afford such applicants access
to such information, the Rights Agent shall, upon the written request of such
applicants, mail to each Holders whose name and address appear in the
information preserved at the time by the Rights Agent in accordance with
Section 4.02(a), a copy of the form of proxy or other communication which is
specified in such request, with reasonable promptness after a tender to the
Rights Agent of the material to be mailed and of payment, or provision for the
payment, of the reasonable expenses of mailing, unless within five days after
such tender, the Rights Agent shall mail to such applicants and file with the
Commission, together with a copy of the material to be mailed, a written
statement to the effect that, in the opinion of the Rights Agent, such mailing
would be contrary to the best interests of the Holders or would be in violation
of applicable law. Such written statement shall specify the basis of such
opinion. If the Commission, after opportunity for a hearing upon the
objections specified in the written statement so filed, shall enter an order
refusing to sustain any of such objections or if, after the entry of an order
sustaining one or more of such objections, the Commission shall find, after
notice and opportunity for hearing, that all the objections so sustained have
been met and shall enter an order so declaring, the Rights Agent

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shall mail copies of such material to all such Holders with reasonable
promptness after the entry of such order and the renewal of such tender
otherwise the Rights Agent shall be relieved of any obligation or duty to such
applicants respecting their application.

(c) Every Holder of VCRs, by receiving and holding the same,
agrees with the Company and the Rights Agent that neither the Company nor the
Rights Agent shall be held accountable by reason of the disclosure of any such
information as to the names and addresses of the Holders in accordance with
Subsection (b), regardless of the source from which such information was
derived, and that the Rights Agent shall not be held accountable by reason of
mailing any material pursuant to a request made under Subsection (b).

Section 4.03 Reports by Company.

The Company shall:

(a) file with the Rights Agent, within 15 days after the Company
is required to file the same with the Commission, copies of the annual reports
and of the information, documents and other reports (or copies of such portions
of any of the foregoing as the Commission may from time to time by rules and
regulations prescribe) which the Company may be required to file with the
Commission pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if
the Company is not required to file information, documents or reports pursuant
to either of said Sections, then it shall file with the Rights Agent and the
Commission, in accordance with rules and regulations prescribed from time to
time by the Commission, such of the supplementary and periodic information,
documents and reports which may be required pursuant to Section 13 of the
Exchange Act in respect of a security listed and registered on a national
securities exchange as may be prescribed from time to time in such rules and
regulations; and

(b) file with the Rights Agent and the Commission, in accordance
with rules and regulations prescribed from time to time by the Commission, such
additional information, documents and reports with respect to compliance by the
Company with the conditions and covenants of this Agreement as may be required
from time to time by such rules and regulations.

(c) The Rights Agent shall transmit by mail to all Holders, as
their names and addresses appear in the security Register, within 30 days after
the filing thereof with the Rights Agent such summaries of any information,
documents and reports required to be filed by the Company pursuant to
Subsections (a) and (b) of this Section 4.03 as may be required by rules and
regulations prescribed from time to time by the Commission.

Section 4.04 Reports by Rights Agent.

Within 60 days after [the Closing Date] of each year commencing with
[one year from the Closing Date], the Rights Agent shall transmit by mail to
the Holder, in the manner and to the extent provided in Section 313(c) of the
Trust Indenture Act, and to the Company, a brief report dated as of such [the
Closing Date] which satisfies the requirements of Section 313(a) of the Trust

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Indenture Act. The Rights Agent shall also transmit such reports to Holders as
are required by Section 313(b) of the Trust Indenture Act. A copy of each
report at the time of its mailing to Holders shall be filed with the Commission
and each stock exchange on which the VCRs are listed, if any, or the Nasdaq
interdealer quotation system, if applicable. The Company shall notify the
Rights Agent when the VCRs are listed on any stock exchange or traded on the
Nasdaq interdealer quotation system.

ARTICLE FIVE

AMENDMENTS

Section 5.01 Amendments Without Consent of Holders.

Without the consent of any Holders, the Company, when authorized by a
Board Resolution, and the Rights Agent, at any time and from time to time, may
enter into one or more amendments hereto, in form satisfactory to the Rights
Agent, for any of the following purposes:

(a) to evidence the succession of another Person to the Company,
and the assumption by any such successor of the covenants of the Company herein
and in the VCRs; or

(b) to add to the covenants of the Company such further covenants,
restrictions, conditions or provisions as its Board of Directors and the Rights
Agent shall consider to be for the protection of the Holders of VCRs, and to
make the occurrence, or the occurrence and continuance, of a default in any
such additional covenants, restriction, conditions or provisions an Event of
Default permitting the enforcement of all or any of the several remedies
provided in this Agreement as herein set forth; provided that in respect of any
such additional covenant, restriction, condition or provision such amendment
may provide for a particular period of grace after default (which period may be
shorter or longer than that allowed in the case of other defaults) or may
provide for an immediate enforcement upon such an Event of Default or may limit
the right of the Holders of a majority in aggregate number of the VCRs to waive
such an Event of Default; or

(c) to cure any ambiguity, to correct or supplement any provision
herein which may be defective or inconsistent with any other provision herein,
or to make any other provisions with respect to matters or questions arising
under this Agreement;

provided that in each case, such provisions shall not adversely affect the
interests of the Holders.

Section 5.02 Amendments with Consent of Holders.

(a) With the consent of the Holders of not less than a majority of
the outstanding VCRs, by Act of said Holders delivered to the Company and the
Rights Agent, the Company, when authorized by a Board Resolution, and the
Rights Agent may enter into one or more amendments hereto for the purpose of
adding any provisions to or changing in any manner or

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eliminating any of the provisions of this Agreement or of modifying in any
manner the rights of the Holders under this Agreement; provided, however, that
no such amendment shall, without the consent of the Holder of each outstanding
VCR affected thereby:

(i) modify the definition of Maturity Date, Extended
Maturity Date, Current Market Value, Valuation Period, Target Price, Minimum
Price or Discounted Target Price or modify Section 1.02(c) or otherwise extend
the maturity of the VCRs or reduce the amounts payable in respect of the VCRs;

(ii) reduce the amount of the outstanding VCRs, the
consent of whose Holders is required for any such amendment; or

(iii) modify any of the provisions of this Section 5.02
except to increase any such percentage or to provide that certain other
provisions of this Agreement cannot be modified or waived without the consent
of the Holder of each VCR affected thereby.

(b) It shall not be necessary for any Act of Holders under this
Section 5.02 to approve the particular form of any proposed amendment but it
shall be sufficient if such Act shall approve the substance thereof.

(c) Promptly after the execution by the Company and the Rights
Agent of any amendment pursuant to the provisions of this Section 5.02, the
Company shall mail a notice thereof by first class mail to the Holders of VCRs
at their addresses as they shall appear on the Security Register, setting forth
in general terms the substance of such amendment. Any failure of the Company
to mail such notice, or any defect therein, shall not, however, in any way
impair or affect the validity of any such amendment.

Section 5.03 Execution of Amendment.

In executing any amendment permitted by this Article, the Rights
Agent shall be entitled to receive, and (subject to Section 3.01) shall be
fully protected in relying upon, an Opinion of Counsel stating that the
execution of such amendment is authorized or permitted by this Agreement. The
Rights Agent, may, but shall not be obligated to, enter into any such amendment
which affects the Rights Agent's own rights, duties or immunities under this
Agreement or otherwise.

Section 5.04 Effect of Amendments.

Upon the execution of any amendment under this Article, this
Agreement shall be modified in accordance therewith, and such amendment shall
form a part of this Agreement for all purposes; and every Holder of VCRs
theretofore or thereafter authenticated and delivered hereunder shall be bound
thereby.

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Section 5.05 Reference in VCRs to Amendments.

VCR Certificates authenticated and delivered after the execution of
any amendment pursuant to this Article may, and shall if required by the Rights
Agent, bear a notation in form approved by the Rights Agent as to any matter
provided for in such amendment. If the Company shall so determine, new VCR
Certificates so modified as to conform, in the opinion of the Rights Agent and
the Board of Directors, to any such amendment may be prepared and executed by
the Company and authenticated and delivered by the Rights Agent in exchange for
outstanding VCR Certificates.

Section 5.06 Conformity with Trust Indenture Act.

Every amendment executed pursuant to this Article shall conform to
the requirements of the Trust Indenture Act as then in effect.

ARTICLE SIX

COVENANTS

Section 6.01 Payment, If Any, to Holders.

The Company will duly and punctually make the required payment, if
any, in the manner provided for in Article One on the VCRs in accordance with
the terms of the VCRs and this Agreement.

Section 6.02 Trading Moratorium.

At any time that the VCRs remain outstanding, neither the Company nor
any Affiliate of the Company shall purchase or sell or offer to purchase or
sell any shares of Common Stock during any period that (a) begins 18 Trading
Days before commencement of the Valuation Period ending on the Maturity Date
(unless the Company has theretofore elected to extend the Maturity Date to the
Extended Maturity Date) and ends on the Maturity Date, (b) begins 18 Trading
Days before the Valuation Period ending on the Extended Maturity Date and ends
on the Extended Maturity Date or (c) begins on the later of 18 trading days
before any other Valuation Date and the date that the Company knows that a
Valuation Date will occur and ends on such Valuation Date; provided, however,
that nothing in this Section 6.02 shall prevent the Company or any Affiliate of
the Company from purchasing or selling shares of Common Stock pursuant to the
terms of any employee benefit or other incentive compensation arrangement.

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ARTICLE SEVEN

REMEDIES OF THE RIGHTS AGENT AND THE HOLDERS ON EVENT OF DEFAULT

Section 7.01 Collection of Indebtedness by Trustee; Trustee May
Prove Debt.

(a) The Company covenants that in case of default in payments
required by Article One hereof, then in addition to its liability for such
payments, the Company shall pay the Rights Agent such further amount as shall
be sufficient to cover the costs and expenses of collection, including
reasonable compensation to the Rights Agent and such predecessor Rights Agent,
their respective agents, attorneys and counsel, and any expenses and
liabilities incurred and all advances made, by the Rights Agent and each
predecessor Rights Agent except as a result of its gross negligence, willful
misconduct or bad faith.

(b) In case the Company shall fail forthwith to pay amounts owed
to the Holders or the Rights Agent upon demand, the Rights Agent, in its own
name and on behalf of the Holders, shall be entitled and empowered to institute
any action or proceedings at law or in equity for the collection of the sums so
due and unpaid, and may prosecute any such action or proceedings to judgment or
final decree, and may enforce any such judgment or final decree against the
Company or other obligor upon such VCRs and collect in manner provided by law
out of the property of the Company or other obligor upon such VCRs, wherever
situated, the moneys adjudged or decreed to be payable.

(c) In case there shall be pending proceedings relative to the
Company or any other obligor upon the VCRs under Title 11 of the United States
Code or any other applicable Federal or State bankruptcy, insolvency or other
similar law, or in case a receiver, assignee or rights agent in bankruptcy or
reorganization, liquidator, sequestrator or similar official shall have been
appointed for or taken possession of the Company or its property or such other
obligor, or in case of any other judicial proceedings relative to the Company
or other obligor upon the VCRs, or to the creditors or property of the Company
or such other obligor, the Rights Agent, irrespective of whether the principal
of any VCRs shall then be due and payable as therein expressed or otherwise and
irrespective of whether the Rights Agent shall have made any demand pursuant to
the provisions of this Section, shall be entitled and empowered, by
intervention in such proceedings or otherwise:

(i) to file and prove a claim or claims for the whole
amount owing and unpaid in respect of the VCRs, and to file such other
papers or documents as may be necessary or advisable in order to have
the claims of the Rights Agent (including any claim for reasonable
compensation to the Rights Agent and each predecessor Rights Agent,
and their respective agents, attorneys and counsel, and for
reimbursement of all expenses and liabilities incurred, and all
advances made by the Rights Agent and such predecessor Rights Agent,
except as a result of gross negligence or bad faith) and of the
Holders allowed in any judicial proceedings relative to the Company or
other obligor upon the VCRs, or to the property of the Company or such
other obligor;

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(ii) unless prohibited by applicable law and regulations,
to vote on behalf of the Holders in any election of a rights agent or
a standby rights agent in arrangement, reorganization, liquidation or
other bankruptcy or insolvency proceedings or person performing
similar functions in comparable proceedings; and

(iii) to collect and receive any moneys or other property
payable or deliverable on any such claims, and to distribute all
amounts receivable with respect to the claims of the Holders and of
the Rights Agent on their behalf and any rights agents, receiver, or
liquidator, custodian or other similar official is hereby authorized
by each of the Holders to make payments to the Rights Agent, and, in
the event that the Rights Agent shall consent to the making of
payments directly to the Holders, to pay to the Rights Agent such
amounts as shall be sufficient to cover reasonable compensation to the
Rights Agent, each predecessor Rights Agent and their respective
agents, attorneys and counsel, and all other expenses and liabilities
incurred, and all advances made, by the Rights Agents and each
predecessor Rights Agent except as a result of gross negligence or bad
faith and all other amounts due to the Rights Agent or any predecessor
Rights Agent pursuant to Section 3.05.

(d) Nothing herein contained shall be deemed to authorize the
Rights Agent to authorize or consent to or vote for or accept or adopt on
behalf of any Holder any plan of reorganization, arrangement, adjustment or
composition affecting the VCRs or the rights of any Holder thereof, or to
authorize the Rights Agent to vote in respect of the claim of any Holder in any
such proceeding except, as aforesaid, to vote for the election of a Rights
Agent in bankruptcy or similar person.

(e) All rights of action and of asserting claims under this
Agreement, or under any of the VCRs, may be enforced by the Rights Agent
without the possession of any of the VCRs or the production thereof on any
trial or other proceedings relative thereto, and any such action or proceedings
instituted by the Rights Agent shall be brought in its own name as Rights Agent
of an express trust, and any recovery of judgment subject to the payment of
predecessor Rights Agent and their respective agents and attorneys of such
amounts due pursuant to Section 3.05 and 7.01 hereof, shall be for the ratable
benefit of the Holders.

(f) In any proceedings brought by the Rights Agent (and also any
proceedings involving the interpretation of any provisions of this Agreement to
which the Rights Agent shall be a party) the Rights Agent shall be held to
represent all the Holders, and it shall not be necessary to make any Holders of
such VCRs parties to any such proceedings.

Section 7.02 Application of Proceeds.

Any cash or other payment collected by the Rights Agent pursuant to
this Article in respect to any VCRs shall be applied in the following order at
the date or dates fixed by the Rights Agent upon presentation of the several
VCRs in respect of which cash or other payment

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have been collected and stamping (or otherwise noting) thereon the payment in
exchange for the presented VCRs if only partially paid or upon surrender
thereof if fully paid.

FIRST: To the payment of costs and expenses in respect of
which monies have been collected, including reasonable compensation
to the Rights Agent and each predecessor Rights Agent and their
respective agents and attorneys and of all expenses and liabilities
incurred, and all advances made, by the Rights Agent and each
predecessor Rights Agent except as a result of gross negligence,
willful misconduct or bad faith, and all other amounts due to the
Rights Agent or any predecessor Rights Agent pursuant to Sections
3.05 or 7.01;

SECOND: To the payment of the whole amount then owing and unpaid
upon all the VCRs, with interest at the Default Interest Rate on all
such amounts, and in case such moneys shall be insufficient to pay in
full the whole amount so due and unpaid upon the VCRs, then to the
payment of such amounts without preference or priority of any VCR
over any other VCR, to each Holder pro rata; and

THIRD: To the payment of the remainder, if any, to the Company or
any other person lawfully entitled thereto.

Section 7.03 Suit for Enforcement.

In case an Event of Default exists, the Rights Agent may in its
discretion proceed to protect and enforce the rights vested in it by this
Agreement by such appropriate judicial proceedings as the Rights Agent shall
deem most effective to protect and enforce any of such rights, either at law or
in equity or in bankruptcy or otherwise, whether for the specific enforcement
of any covenant or agreement contained in this Agreement or in aid of the
exercise of any such right granted in this Agreement or to enforce any other
legal or equitable right vested in the Rights Agent by the Agreement or by law.

Section 7.04 Restoration of Rights on Abandonment of Proceedings.

In case the Rights Agent shall have proceeded to enforce any right
under this Agreement and such proceedings shall have been discontinued or
abandoned for any reason, or shall have been determined adversely to the Rights
Agent, then and in every such case the Company and the Rights Agent shall be
restored respectively to their former positions and rights hereunder, and all
rights, remedies and powers of the Company, the Rights Agent and the Holders
shall continue as though no such proceedings had been taken.

Section 7.05 Limitations on Suits by Holders

No Holder of any VCR shall have any right by virtue or by availing
itself of any provision of this Agreement to institute any action or proceeding
at law or in equity or in bankruptcy or otherwise upon or under or with respect
to this Agreement (except for payments as described in Section 7.06), or for
the appointment of a Rights Agent, receiver, liquidator,

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custodian or other similar official or for any other remedy hereunder, unless
such Holder previously shall have given to the Rights Agent written notice of
default and of the continuance thereof as hereinbefore provided, and unless
also the Holders of not less than 25% of the VCRs then Outstanding shall have
made written request upon the Rights Agent to institute such action or
proceedings in its own name as Rights Agent hereunder and shall have offered to
the Rights Agent such reasonable indemnity as it may require against the costs,
expenses and liabilities to be incurred therein or thereby and the Rights Agent
for 60 days after its receipt of notice, request and offer of indemnity shall
have failed to institute any such action or proceeding and no direction
inconsistent with such written request shall have been given to the Rights
Agent pursuant to Section 7.08. No one or more Holders of VCRs shall have any
right in any manner whatever by virtue or by availing itself or themselves of
any provision of this Agreement to effect, disturb or prejudice the rights of
any other such Holder of VCRs, or to obtain or seek to obtain priority over or
preference to any other such Holder or to enforce any right under this
Agreement, except in the manner herein provided and for the equal, ratable and
common benefit of all Holders of VCRs. For the protection and enforcement of
the provisions of this section, each and every Holder and the Rights Agent
shall be entitled to each relief as can be given either at law or in equity.

Section 7.06 Unconditional Right Of Holders to Institute Certain
Suits.

Notwithstanding any other provision in this Agreement and any
provision of any VCR, the right of any Holder of any VCR to receive payment of
the amounts payable in respect of such VCR on or after the respective due dates
expressed in such VCR or to institute suit for the enforcement of any such
payment on or after such respective dates, shall not be impaired or affected
without the consent of such Holder.

Section 7.07 Powers and Remedies Cumulative, Delay or Omission
For Waiver of Default.

(a) Except as provided in Section 7.05, no right or remedy herein
conferred upon or reserved to the Rights Agent or to the Holders is intended to
be exclusive of any other right or remedy, and every right and remedy shall, to
the extent permitted by law, be cumulative and in addition to every other right
and remedy given hereunder or now or hereafter existing at law or in equity or
otherwise. The assertion or employment of any right or remedy hereunder, or
otherwise, shall not prevent the concurrent assertion or employment of any
other appropriate right or remedy.

(b) No delay or omission of the Rights Agent or of any Holder to
exercise any right or power accruing upon any Event of Default occurring and
continuing as aforesaid shall impair any such right or power or shall be
construed to be a waiver of any such Event of Default or any acquiescence
therein, and, subject to Section 7.05, every power and remedy given by this
Agreement or by law to the Rights Agent or to the Holders may be exercised from
time to time, and as often as shall be deemed expedient, by the Rights Agent or
by the Holders.

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Section 7.08 Control by Holders.

(a) The Holders of a majority of the VCRs at the time Outstanding
shall have the right to direct the time, method, and place of conducting any
proceeding for any remedy available to the Rights Agent, or exercising any
trust or power conferred on the Rights Agent with respect to the VCRs by this
Agreement; provided that such direction shall not be otherwise than in
accordance with law and the provisions of this Agreement, and provided further
that (subject to the provisions of Section 3.01) the Rights Agent shall have
the right to decline to follow any such direction if the Rights Agent, being
advised by counsel, shall determine that the action or proceeding so directed
may not lawfully be taken as if the Rights Agent in good faith by its board of
directors, the executive committee, or a trust committee of directors or
Responsible Officers of the Rights Agent shall determine that the action or
proceedings so directed would involve the Rights Agent in personal liability or
if the Rights Agent in good faith shall so determine that the actions or
forbearances specified in or pursuant to such direction would be unduly
prejudicial to the interests of Holders of the VCRs not joining in the giving
of said direction, it being understood that (subject to Section 3.01) the
Rights Agent shall have no duty to ascertain whether or not such actions or
forbearance are unduly prejudicial to such Holders.

(b) Nothing in this Agreement shall impair the right of the Rights
Agent in its discretion to take any action deemed proper by the Rights Agent
and which is not inconsistent with such direction or directions by Holders.

Section 7.09 Waiver of Past Defaults.

(a) Prior to the declaration of the acceleration of the maturity
of the VCRs as provided in Section 1.03(b), in the case of a default or an
Event of Default specified in clause (B) of Section 1.03(a)(i), the Holders of
a majority of all the VCRs then Outstanding may waive any such default or Event
of Default, and its consequences, except a default in respect of a covenant or
provisions hereof which cannot be modified or amended without the consent of
the Holder of each VCR affected. In the case of any such waiver, the Company,
the Rights Agent and the Holders of the VCRs shall be restored to their former
positions and rights hereunder, respectively, but no such waiver shall extend
to any subsequent or other default or impair any right consequent thereon.

(b) Upon any such waiver, such default shall cease to exist and be
deemed to have been cured and not to have occurred, and any Event of Default
arising therefrom shall be deemed to have been cured, and not to have occurred
for every purpose of this Agreement; but no such waiver shall extend to any
subsequent or other default or Event of Default or impair any right consequent
thereon.

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Section 7.10 Rights Agent to Give Notice of Default, but May
Withhold in Certain Circumstances.

The Rights Agent shall transmit to the Holders, as the names and
addresses of such Holders appear on the security register, notice by mail of
all defaults which have occurred, such notice to be transmitted within 90 days
after the occurrence thereof unless such defaults shall have been cured before
the giving of such notice (the term "default" or "defaults" for the purposes of
this Section being hereby defined to mean any event or condition which is, or
with notice or lapse of time or both would become an Event of Default);
provided that, except in the case of default in the payment of the amounts
payable in respect of any of the VCRs, the Rights Agent shall be protected in
withholding such notice if and so long as the board of directors, the executive
committee or a trust committee of directors or Rights Agents and/or Responsible
Officers of the Rights Agent in good faith determine that the withholding of
such notice is in the interests of the Holders.

Section 7.11 Right of Court to Require Filing of Undertaking to
Pay Costs.

All parties to this Agreement agree, and each holder of any VCR by
his acceptance thereof shall be deemed to have agreed, that any court may in
its discretion require, in any suit for the enforcement of any right or remedy
under this Agreement or in any suit against the Rights Agent for any action
taken, suffered or omitted by it as Rights Agent, the filing by any party
suffered or omitted by it as Rights Agent, the filing by any party litigant in
such suit of an undertaking to pay the costs of such suit, and that such court
may in its discretion assess reasonable costs, in such suit, having due regard
to the merits and good faith or the claims or defenses made by such party
litigant; but the provisions of this Section shall not apply to any suit
instituted by the Rights Agent, to any suit instituted by any Holder or group
of Holders holding in the aggregate more than 10% of the VCRs Outstanding or to
any suit instructed by any Holder for the enforcement of the payment of any VCR
on or after the due date expressed in such VCR.

ARTICLE EIGHT

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 8.01 Definitions.

(a) For all purposes of this Agreement, except as otherwise
expressly provided or unless the context otherwise requires, the following
terms shall have the meanings given them below.

"Act," when used with respect to any Holder, has the meaning
specified in Section 8.04.

"Adjusted Closing Bid Price" shall have the meaning set forth in
Section 1.02(a).

"Affiliate" means a Person that, directly or indirectly, through one
or more intermediaries, Controls the first mentioned Person.

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"Agreement" means this instrument as originally executed and as it
may from time to time be supplemented or amended pursuant to the applicable
provisions hereof.

"Board of Directors" means either the board of directors of the
Company or any duly authorized committee of that board.

"Board Resolution" means a copy of a resolution certified by the
Secretary or an Assistant Secretary of the Company to have been duly adopted by
the Board of Directors and to be in full force and effect on the date of such
certification, and delivered to the Rights Agent.

"Business Day" means any day (other than a Saturday or a Sunday) on
which banking institutions in The City of New York, New York or in the state of
the principal office of the Rights Agent are not authorized or obligated by law
or executive order to close and, if the VCRs are listed on a national
securities exchange or an interdealer quotation service, such exchange is open
for trading or quotations are available, as the case may be.

"Common Stock" means the Common Stock, par value $.01 per share, of
the Company.

"Commission" means the Securities and Exchange Commission as from
time to time constituted, created under the Exchange Act or if at any time
after the execution of this instrument such Commission is not existing and
performing the duties now assigned to it under the Trust Indenture Act, then
the body performing such duties at such time.

"Company" means the Person named as the "Company" in the first
paragraph of this Agreement until a successor Person shall have become such
pursuant to the applicable provisions of this Agreement, and thereafter
"Company" shall mean such successor Person. To the extent necessary to comply
with the requirements of the provisions of Trust Indenture Act Sections 310
through 317 as they are applicable to the Company, the term "Company" shall
include any other obligor with respect to the VCRs for the purpose of complying
with such provisions.

"Company Request" or "Company Order" means a written request or order
signed in the name of the Company by the Chairman of the Board of Directors,
president, any vice president, the controller, the treasurer, the secretary or
any assistant secretary, and delivered to the Rights Agent.

"Control" (including the terms "controlled," "controlled by" and
"under common control with") means the possession, directly or indirectly or as
trustee or executor, of the power to direct or cause the direction of the
management or policies of a Person, whether through the ownership of stock or
as trustee or executor, by contract or otherwise.

"Current Market Value" shall have the meaning set forth in Section
1.02(a)(ii).

"Default Amount" shall have the meaning set forth in Section
1.03(a)(iii).

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"Default Payment Date" shall have the meaning set forth in Section
1.03(a)(vi).

"Discounted Target Price" shall have the meaning set forth in Section
1.03(a)(iv).

"Disposition" shall have the meaning set forth in Section
1.03(a)(ii).

"Disposition Payment Date" shall have the meaning set forth in
Section 1.03(a)(v).

"Effective Time" shall mean the Effective Time of the merger pursuant
to the Merger Agreement.

"Ending Period Comparable Paging Company Index" shall have the
meaning set forth in Section 1.02(a)(vii).

"Event of Default" shall have the meaning set forth in Section
1.03(a)(i).

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

"Extended Maturity Date" shall have the meaning set froth in Section
1.01(b).

"Holder" means a Person in whose name a VCR is registered in the
Security Register.

"Index Factor" shall have the meaning set forth in Section
1.02(a)(vi).

"Maturity Date" shall have the meaning set forth in Section 1.01(a).

"Minimum Price" shall have the meaning set forth in Section
1.02(a)(iii).

"Nasdaq National Market System" means the National Association of
Securities Dealers Automated Quotation System National Market System.

"Officer's Certificate" means a certificate signed by the Chairman of
the Board of Directors, the president, any vice president, the controller, the
treasurer, the secretary or any assistant secretary of the Company in his or
her capacity as such an officer, and delivered to the Rights Agent.

"Opinion of Counsel" means a written opinion of counsel who shall be
reasonably acceptable to the Rights Agent.

"Outstanding," when used with respect to VCRs means, as of the date
of determination, all VCRs theretofore authenticated and delivered under this
Agreement, except:

(i) VCRs theretofore canceled by the Rights Agent or delivered to
the Rights Agent for cancellation;

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(ii) From and after the earlier of the Default Payment Date, the
Disposition Payment Date, the Maturity Date or, in the event the
Company shall extend the Maturity Date, the Extended Maturity Date,
VCRs or portions thereof, for whose exercise payment in the necessary
amount has been theretofore deposited with the Rights Agent or any
Paying Agent (other than the Company) in trust or set aside and
segregated in trust by the Company (if the Company shall act as its
own Paying Agent) for the Holders of such VCRs; and

(iii) VCRs in exchange for or in lieu of which other VCRs have been
authenticated and delivery pursuant to this Agreement other than any
such VCRs in respect of which there shall have been presented to the
Rights Agent proof satisfactory to it that such VCRs are held by a
bona fide purchaser in whose hands the VCRs are valid obligations of
the Company;

provided, however, that in determining whether the Holders of the requisite
outstanding VCRs have given any request, demand, direction, consent or waiver
hereunder, VCRs owned by the Company or any other obligor upon the VCRs or any
affiliate of the Company or such other obligor shall be disregarded and deemed
not to be outstanding except that in determining whether the Rights Agent shall
be protected in relying upon any such request, demand, direction, consent or
waiver, only VCRs which the Rights Agent knows to be so owned shall be so
disregarded.

"Paying Agent" means any Person authorized by the Company to make
payments previously deposited with such Person determined pursuant to Article
One, if any, on any VCRs on behalf of the Company.

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

"Responsible Officer," when used with respect to the Rights Agent,
means any officer assigned to the corporate trust office and also means, with
respect to any particular corporate trust matter, any other officer of the
Rights Agent to whom such matter is referred because of his knowledge of and
familiarity with the particular subject.

"Rights Agent" means the Person named as the "Rights Agent" in the
first paragraph of this Agreement, until a successor Rights Agent shall have
become such pursuant to the applicable provisions of this Agreement and
thereafter "Rights Agent," shall mean such successor Rights Agent.

"Security Register" and "Security Registrar" have the respective
meanings specified in Section 2.06(a).

"Target Price" shall have the meaning set forth in Section
1.02(a)(i).

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"Trading Day" means (i) a day on which the Common Stock is traded on
the principal stock exchange on which the Common Stock has been listed, or (ii)
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 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).

"Trust Indenture Act" means the Trust Indenture Act of 1939 as in
force at the date as of which this Agreement was executed.

"Valuation Period" shall have the meaning set forth in Section
1.02(a)(v).

"vice president," when used with respect to the Company or the Rights
Agent, means any vice president, whether or not designated by a number or a
word or words added before or after the title of "vice president."

(b) The terms defined in this Article have the meanings assigned
to them in this Article, and include the plural as well as the singular.

(c) All accounting terms used herein and not expressly defined
shall have the meanings assigned to such terms in accordance with generally
accepted accounting principles, and the term "generally accepted accounting
principles" means such accounting principles as are generally accepted in the
United States at the time of any computation.

(d) The words "herein", "hereof" and "hereunder" and other words
of similar import refer to this Agreement as a whole and not to any particular
Article, Section or other subdivision.

Section 8.02 Trust Indenture Act.

(a) The provisions of Section 310 to and including 317 of the
Trust Indenture Act, to the extent not set forth herein, are incorporated by
reference in and made a part of this Agreement. The following Trust Indenture
Act terms used in this Agreement have the following meanings:

"indenture security" means the VCRs;
"indenture security holder" means the Holder;
"indenture to be qualified" means this Agreement;
"indenture trustee" or "institutional trustee" means the Rights
Agent;
"obligor" on the indenture securities means the Company.

(b) If any provision of this Agreement limits, qualifies, or
conflicts with another provision which is required or deemed to be included in
this Agreement by the Trust Indenture Act, the provision so required or deemed
shall control.

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Section 8.03 Compliance Certificates.

(a) Upon any application or request by the Company to the Rights
Agent to take any action under any provision of this Agreement, the Company
shall furnish to the Rights Agent (i) an Officer's Certificate stating that all
conditions precedent, if any, provided for in this Agreement (including any
covenants, compliance with which constitutes a condition precedent) relating to
the proposed action have been complied with, and (ii) an Opinion of Counsel
stating that such conditions precedent, if any, have been complied with, except
that, in the case of any such application or request as to which the furnishing
of such documents is specifically required by any provision of this Agreement
relating to such particular application, no additional Officer's Certificate or
Opinion of Counsel need be furnished.

(b) Every certificate with respect to compliance with a condition
or covenant provided for in this Agreement shall include:

(i) a statement that each individual signing such
certificate has read such covenant or condition and the definitions herein
relating thereto;

(ii) a brief statement as to the nature and scope of the
examination or investigation upon which the statements contained in such
certificate or opinion are based;

(iii) a statement that, in the opinion of each such
individual, he has made such examination or investigation as is necessary to
enable him to express an informed opinion as to whether or not such covenant or
condition has been complied with; and

(iv) a statement as to whether, in the opinion of each
such individual, such condition or covenant has been complied with.

(c) The Company shall deliver to the Rights Agent within 120 days
after the end of each fiscal year of the Company a certificate of the Chief
Executive Officer or Chief Financial Officer of the Company stating that all
conditions and covenants provided for in this Agreement have been complied
with.

Section 8.04 Form of Documents Delivered to Rights Agent.

(a) In any case where several matters are required to be certified
by, or covered by an opinion of, any specified Person, it is not necessary that
all such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may codify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.

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38
(b) Any Opinion of Counsel may be based upon an Officer's
Certificate unless such counsel knows, or in the exercise of reasonable care
should know, that the Officer's Certificate or representations with respect to
the matters upon which his opinion is based are erroneous.

(c) Any certificate or statement of an officer of the Company may
be based upon a certificate or representation by an officer or officers of the
Company, unless such officer knows, or in the exercise of reasonable care
should know, that the certificate or representations with respect to such
matters are erroneous.

(d) Any certificate or statement of an officer of the Company may
be based, insofar as it relates to accounting matters, upon a certificate or
opinion of or representations by an accountant or firm of accountants in the
employ of the Company, unless such officer knows that the certificate or
opinion or representations with respect to the accounting matters upon which
his certificate or statement may be based as aforesaid are erroneous, or in the
exercise of reasonable care should know that the same are erroneous. Any
certificate or opinion of any independent firm of public accountants filed with
the Rights Agent shall contain a statement that such firm is independent.

(e) Where any Person is required to make, give or execute two or
more applications, requests, consents, certificates, statements, opinions or
other instruments under this Agreement, they may, but need not, be consolidated
and form one instrument.

Section 8.05 Acts of Holders.

(a) Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Agreement to be given or taken
by Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Rights Agent and, where it is hereby expressly required, to the Company.
Such instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or
of a writing appointing any such agent shall be sufficient for any purpose of
this Agreement and (subject to Section 3.01) conclusive in favor of the Rights
Agent and the Company, if made in the manner provided in this Section.

(b) The fact and date of the execution by any Person of any such
instrument or writing may be proved in any reasonable manner which the Rights
Agent deems sufficient.

(d) At any time prior to (but not after) the evidencing to the
Rights Agent as provided in this Section 8.05, of the taking of any action by
the Holders of the VCRs specified in this Agreement in connection with such
action, any Holder of a VCR the serial number of which is

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39
shown by the evidence to be included among the serial number of the VCRs the
Holders of which have consented to such action may, by filing written notice at
the Corporate Trust Office and upon proof of holding as provided in this
Section 8.05, revoke such action so far as concerns such VCR. Any request,
demand, authorization, direction, notice, consent, waiver or other action by
the Holder of any VCR shall bind every future Holder of the same VCR or the
Holder of every VCR issued upon the registration of transfer thereof or in
exchange thereof or in lieu thereof, in respect of anything done, suffered or
omitted to be done by the Rights Agent, any Paying Agent or the Company in
reliance thereon, whether or not notation of such action is made upon such VCR.

Section 8.06 Notices, Etc., to Rights Agent and Company.

Any request, demand, authorization, direction, notice, consent,
waiver or Act of Holders or other document provided or permitted by this
Agreement to be made upon, given or furnished to, or filed with:

(a) the Rights Agent by any Holder or by the Company shall be
sufficient for every purpose hereunder if made, given, furnished or filed, in
writing, to or with the Rights Agent at First Union National Bank of Virginia,
Attention: Corporate Trust Department, ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, facsimile ▇▇▇-▇▇▇-▇▇▇▇; or

(b) the Company by the Rights Agent or by any Holder shall be
sufficient for every purpose hereunder if in writing and mailed, first-class
postage, prepaid, to the Company addressed to it at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Corporate Secretary, facsimile
▇▇▇-▇▇▇-▇▇▇▇, or at any other address previously furnished in writing to the
Rights Agent by the Company.

Section 8.07 Notice to Holders; Waiver.

Where this Agreement provides for notice to Holders of any event,
such notice shall be sufficiently given (unless otherwise herein expressly
provided) if in writing and mailed, first-class postage prepaid, to each Holder
affected by such event, at his address as it appears in the Security Register,
not later than the latest date, and not earlier than the earliest date,
prescribed for the giving of such notice. In any case where notice to Holders
is given by mail, neither the failure to mail such notice, nor any defect in
any notice so mailed, to any particular Holder shall affect the sufficiency of
such notice with respect to other Holders. Where this Agreement provides for
notice in any manner such notice may be waived in writing by the Person
entitled to receive such notice, either before or after the event, and such
waiver shall be the equivalent of such notice. Waivers of notice by Holders
shall be filed with the Rights Agent but such filing shall not be a condition
precedent to the validity of any action taken in reliance upon such waiver.

In case by reason of the suspension of regular mail service or by
reason of any other cause, it shall be impracticable to mail notice of any
event as required by any provision of this

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40
Agreement then any method of giving such notice as shall be satisfactory to the
Rights Agent shall be deemed to be a sufficient giving of such notice.

Section 8.08 Effect of Headings and Table of Contents.

The Article and Section headings herein and the Table of Contents are
for convenience only and shall not affect the construction hereof.

Section 8.09 Successors and Assigns.

All covenants and agreements in this Agreement by the Company shall
bind its successors and assigns, whether so expressed or not.

Section 8.10 Benefits of Agreement.

Nothing in this Agreement or in the VCRs, express or implied, shall
give to any Person (other than the parties hereto and their successors
hereunder, any Paying Agent and the Holders) any benefit or any legal or
equitable right, remedy or claim under this Agreement or under any covenant or
provision herein contained, all such covenants and provisions being for the
sole benefit of the parties hereto and their successors and of the Holders.

Section 8.11 Governing Law.

This Agreement and the VCRs shall be governed by and construed in
accordance with the laws of the State of Delaware except that the rights and
obligations of this Rights Agent shall be governed by and construed in
accordance with the laws of the [Commonwealth of Virginia].

Section 8.12 Legal Holidays.

In the event that any date for payment provided for in this Agreement
shall not be a Business Day, then (notwithstanding any provision of this
Agreement or the VCRs to the contrary) payment on the VCRs need not be made on
such date, but may be made on the next succeeding Business Day with the same
force and effect as if made on such date for payment.

Section 8.12 Separability Clause.

In case any provision in this Agreement or in the VCRs shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.

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41
Section 8.13 Counterparts.

This Agreement may be signed in any number of counterparts with the
same effect as if the signatures to each counterpart were upon a single
instrument, and all such counterparts together shall be deemed an original of
this Agreement.

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42
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed, and their respective corporate seals to be hereunto affixed
and attested, all as of the day and year first above written.

METROCALL, INC.

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

ATTEST:

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

FIRST UNION NATIONAL BANK OF VIRGINIA

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

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43
EXHIBIT A - Form of VCR Certificate

FORM OF FACE OF VCR CERTIFICATE

METROCALL, INC.

No.____________ Certificate for __________ Indexed
Variable Common Rights

This certifies that ____________________________________________or
registered assigns (the "Holder"), is the registered holder of the number of
Variable Common Rights ("VCRs") set forth above. Each VCR entitles the Holder,
subject to the provisions contained herein and in the VCR Agreement referred to
below, to payment in an amount determined pursuant to the provisions set forth
on the reverse hereof and as more fully described in the VCR Agreement. The
Company, at its option, may pay the VCR Payment Amount, Disposition Payment
Amount or the Default Amount in (i) cash or (ii) that number of shares of
Common Stock equal to the VCR Payment Amount, the Disposition Payment Amount or
the Default Amount divided by the Current Market Value of the Common Stock as
of the Maturity Date, the Extended Maturity Date, the Disposition Payment Date
or the Default Payment Date, as the case may be; provided, however, that if an
Event of Default has occurred and is continuing at the time of such payment,
the Default Payment Amount may be paid only in cash or shares of Company
preferred stock ("Preferred Stock") as provided in Section 1.04(a) of the VCR
Agreement. If the number of shares of Common Stock that is authorized by the
Company's certificate of incorporation but not outstanding or reserved for
issuance for purposes other than payment of the VCRs is not sufficient to
permit the payment in shares of Common Stock, the Company may, in lieu of
paying in shares of Common Stock, pay amounts due in payment of the VCRs in
shares of Preferred Stock as set forth in Section 1.04 of the VCR Agreement.
Such payment shall be made by the Company to the Rights Agent for distribution
to the Holders within 5 Business Days after the Maturity Date, the Extended
Maturity Date, if the Maturity Date shall be extended by the Company in its
sole discretion, or the Default Payment Date or the Disposition Payment Date
upon the occurrence of an Event of Default or a Disposition, as the case may
be, each as defined in the VCR Agreement.

Any payments made pursuant to this VCR Certificate shall be made
only upon presentation of this VCR Certificate by the Holder hereof, at the
office of the Rights Agent maintained for such purpose in New York, New York.

Notwithstanding anything to the contrary set forth herein or in the
VCR Agreement, the VCRs represented by this VCR Certificate shall terminate if
the closing bid price of the Common Stock exceeds (i) $21.10 on each Trading
Day in any period of 50 consecutive calendar days prior to the Maturity Date,
or (ii) $25.10 on each Trading Day in any period of 50 consecutive calendar
days between the Maturity Date and the Extended Maturity Date.

Reference is hereby made to the further provisions of this VCR
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been duly
executed by the Rights Agent referred to on the reverse hereof by manual
signature, this VCR Certificate shall not be entitled to any benefit under the
VCR Agreement, or to valid or obligatory for any purpose.

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44
IN WITNESS WHEREOF, the Company has caused this instrument to be
duly executed under its corporate seal.

Dated: , 1996.
-----------------

METROCALL, INC.

By:
-----------------------------------
ATTEST:
[SEAL]

----------------------------
Authorized Signature

RIGHTS AGENT'S CERTIFICATE OF AUTHENTICATION

This is one of the VCR Certificates referred to in the
within-mentioned VCR Agreement.

FIRST UNION NATIONAL BANK OF VIRGINIA,
Rights Agent

By:
-----------------------------------
Authorized Officer

FORM OF REVERSE OF VCR CERTIFICATE

This VCR Certificate is issued under and in accordance with the
indexed Variable Common Rights Agreement dated as of ___________ __, 1996 (the
"VCR Agreement"), between the Company and First Union National Bank of Virginia
(the "Rights Agent", which term includes any successor Rights Agent under the
VCR Agreement), and is subject to the terms and provisions contained in the VCR
Agreement, to all of which terms and provisions the Holder of this VCR
Certificate consents by acceptance hereof. The VCR Agreement is hereby
incorporated herein by reference and made a part hereof. Reference is hereby
made to the VCR Agreement for a full statement of the respective rights,
limitations of rights, duties, obligations and immunities thereunder

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45
of the Company, the Rights Agent and the holders of the VCRs. Copies of the
VCR Agreement can be obtained by contacting the Rights Agent

Each VCR entitles the Holder, subject to the provisions contained
herein and in the VCR Agreement, to payment in an amount determined pursuant to
the provisions set forth below and as more fully described in the VCR
Agreement. The Company, at its option, may pay the VCR Payment Amount,
Disposition Payment Amount or the Default Amount in (i) cash or (ii) that number
of shares of Common Stock equal to the VCR Payment Amount, Disposition Payment
Amount or the Default Amount divided by the Current Market Value of the Common
Stock as of the Maturity Date, the Extended Maturity Date or the Disposition
Payment Date, as the case may be; provided, however, that if an Event of
Default has occurred and is continuing at the time of such payment, the
Default Payment Amount may be paid only in cash or shares of Company preferred
stock ("Preferred Stock") as provided in Section 1.04(a) of the VCR Agreement.
If the number of shares of Common Stock that is authorized by the Company's
certificate of incorporation but not outstanding or reserved for issuance for
purposes other than payment of the VCRs is not sufficient to permit the payment
in shares of Common Stock, the Company may, in lieu of paying in shares of
Common Stock, pay amounts due in payment of the VCRs in shares of Preferred
Stock as set forth in Section 1.04 of the VCR Agreement.

The Company may at its option extend the Maturity Date to the second
anniversary of the Effective Time (the "Extended Maturity Date") by (i)
delivering to the Rights Agent no later than one Business Day preceding the
Maturity Date a notice of extension of maturity in substantially the form set
forth as Exhibit B to the VCR Agreement, and (ii) publishing notice of such
extension in the Wall Street Journal (Eastern Edition), or if the Wall Street
Journal is not then published, such other newspaper with general circulation in
the City of New York, New York no later than one Business Day preceding the
Maturity Date, provided, however, that no defect in any such notice shall
affect the validity of the extension of the Maturity Date to the Extended
Maturity Date, and that any such notice when delivered or published in the
aforesaid manner shall be conclusively deemed to have been received by each
Holder whether or not actually received by such Holder.

If an Event of Default occurs and is continuing, either the Rights
Agent or the Holders holding at least 25% of the Outstanding VCRs, by notice to
the Company (and to the Rights Agent if given by the Holders), may declare the
VCRs to be due and payable, and upon any such declaration, the Default Amount
shall become immediately due and payable and, thereafter, shall bear interest
at an interest rate of 12% per annum (the "Default Interest Rate") until
payment is made to the Rights Agent for distribution to the VCR Holders.

The Company will, as soon as practicable, give notice to the Rights
Agent and each Holder of the occurrence of a Disposition and the Disposition
Payment Date. Subject to Section 1.05 of the VCR Agreement, each VCR shall
entitle the holder to receive cash or securities of the Company, as determined
pursuant to Section 1.04 of the VCR Agreement, in an amount, if any, by which
the Discounted Target Price on the Disposition Payment Date exceeds the greater
of (i) the fair market value as of the date of the Disposition (as determined
by an independent nationally recognized investment banking firm) of the
consideration, if any, received by holders of Common Stock for each share of
such Common Stock held by such holder as a result of such disposition and
assuming that such holder did not exercise any right of appraisal granted under
law with respect to such Disposition, and (ii) the Minimum Price (the
"Disposition VCR Payment"). On the Disposition Payment Date, the Company will
deposit with the Rights Agent cash or securities of the Company, as determined
pursuant to Section 1.04, in an amount equal to the number of VCRs then
outstanding multiplied by the Disposition VCR Payment. Following such deposit,
the Rights Agent will

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46
disburse to each Holder of a VCR Certificate the Disposition VCR Payment times
the number of VCRs represented by such VCR Certificate.

Notwithstanding anything to the contrary set forth herein or in the
VCR Agreement, the VCRs shall terminate if the closing bid price of the Common
Stock exceeds (a) $21.10 on each Trading Day in any period of 50 consecutive
calendar days prior to the Maturity Date, or (b) $25.10 on each Trading Day in
any period of 50 consecutive calendar days between the Maturity Date and the
Extended Maturity Date.

Notwithstanding any provision of the VCR Agreement or of this VCR
Certificate to the contrary, other than in the case of interest on the Default
Amount, no interest shall accrue on any amounts payable on the VCRs to the
Holder.

No fractional shares of Common Stock will be issued upon the exercise
of any VCR or VCRs evidenced hereby but in lieu thereof a cash payment will be
made, as provided in the VCR Agreement.

"Current Market Value" per share means, with respect to any date, the
median of the averages of the Adjusted Closing Bid Prices on the Nasdaq
National Market System (or, if the Common Stock is listed on a securities
exchange, on such exchange) of shares of the Common Stock during each 20
consecutive Trading Day period that both begins and ends in the Valuation
Period.

"Default Amount" means the amount, if any, by which the Discounted
Target Price exceeds the Minimum Price.

"Default Payment Date" means the date on which the VCRs become due
and payable upon the declaration thereof pursuant to Section 1.03(b) following
an Event of Default.

"Discounted Target Price" means (A) if a Disposition or an Event of
Default shall occur prior to the Maturity Date, $21.10 multiplied by the lesser
of 1.0 and the relevant Index Factor as of the Disposition Payment Date or the
Default Payment Date, as the case may be, and discounted from the Maturity
Date to the Disposition Payment Date or the Default Payment Date, as the case
may be, at a per annum rate of 8%; or (B) if a Disposition or an Event of
Default shall occur after the Maturity Date but prior to the Extended Maturity
Date, $25.10 multiplied by the lesser of 1.0 and the Index Factor as of the
Disposition Payment Date or the Default Payment Date, as the case may be, and
discounted from the Extended Maturity Date to the Disposition Payment Date or
the Default Payment Date, as the case may be, at a per annum rate of 8%. In
each case, upon each occurrence of an event specified in Section 1.02(c), such
amounts, as they may have been previously adjusted, shall be adjusted pursuant
to Section 1.02(c).

"Disposition" means (A) a merger, consolidation or other business
combination involving the Company as a result of which no shares of Common
Stock shall remain outstanding, (B) a sale, transfer or other disposition, in
one or a series of transactions, of all or substantially all of the assets

4
47
of the Company or (C) a reclassification of Common Stock as any other capital
stock of the Company or any other person.

"Disposition Payment Date", with respect to a Disposition, means the
date established by the Company for payment of the amount due on the VCRs in
respect of such Disposition, which in no event shall be more than 38 days after
the date on which such Disposition was consummated.

"Event of Default" means any of the following which shall have
occurred and be continuing:

(A) default in the payment of all or any part of the amounts
payable in respect of any of the VCRs as and when the same shall become due and
payable following the Maturity Date or the Extended Maturity Date, as the case
may be, the Disposition Payment Date or otherwise;

(B) material default in the performance, or material breach,
of any material covenant or warranty of the Company in this VCR Agreement, and
continuance of such material default or breach for a period of 98 days after
written notice has been given to the Company by the Rights Agent or to the
Company and the Rights Agent by Holders holding at least 25% of the outstanding
VCRs; or

(C) (x) the Company shall have filed a petition, answer or
consent seeking relief under Title 11 of the United States Code, as now
constituted or hereafter amended, or any other applicable bankruptcy,
insolvency or similar law, or the Company shall have consented to the
institution of proceedings thereunder or to the filing of any such petition or
to the appointment or taking of possession of a receiver, liquidator,
assignee, trustee, custodian, sequestrator or other similar official of the
Company or of any substantial part of its properties or shall take any action
in furtherance of the foregoing, or (y) an involuntary case shall be commenced
against the Company under Title 11 of the United States Code or under any other
applicable bankruptcy, insolvency or similar law now or hereafter in effect; or
a decree or order of a court having jurisdiction in the premises for the
appointment of a receiver, liquidator, sequestrator, trustee, custodian or
other officer having similar powers over the Company, or over all of a
substantial part of its property, shall have been entered, or there shall have
occurred the involuntary appointment of an interim receiver, trustee or other
custodian of the Company for all or a substantial part of its property, and any
such event described in this clause (y) shall continue for 60 days without
being dismissed or discharged, or (z) the Company shall fail generally to pay
its debts as the same come due, shall make any assignment for the benefit of
its creditors, shall liquidate, dissolve, or otherwise seek to wind up its
affairs, or shall take any action in furtherance of the foregoing.

"Minimum Price" means (i) at or before the Maturity Date, $16.10, and
(ii) at or before the Extended Maturity Date, $18.10. In each case, subject
to adjustment as specified in the VCR Agreement.

"Nasdaq National Market System" means the National Association of
Securities Dealers Automated Quotation System National Market System.

5
48
The "Target Price" means (a) at the Maturity Date, $21.10 multiplied
by the lesser of one and the Index Factor as of the Maturity Date and (b) at
the Extended Maturity Date, $25.10 multiplied by the lesser of one and the
Index Factor as of the Extended Maturity Date. In each case, upon each
occurrence of an event specified in Section 1.02(c) of the VCR Agreement, such
amounts, as they may have been previously adjusted, shall be adjusted pursuant
to Section 1.02(c) of the VCR Agreement.

"Trading Day" means (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 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).

"Valuation Period" with respect to any date means the 60 Trading Day
period immediately preceding (and including) such date.

The VCR Agreement permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the holders of VCRs under the VCR
Agreement at any time by the Company and the Rights Agent with the consent of
the holders of a majority of the VCRs at the time outstanding,

No holder of this VCR Certificate shall be entitled to vote, receive
dividends or be deemed for any purpose the holder of the shares of capital
stock which may at any time be issuable on the exercise hereof, nor shall
anything contained in the VCR Agreement or herein be construed to confer upon
the holder hereof, as such, any of the rights of a stockholder of the Company
or any right to vote for the election of directors or upon any matter submitted
to stockholders at any meeting thereof, or to give or withhold consent to any
corporate action, or, to receive notice of meetings or other actions affecting
stockholders (except as provided in the VCR Agreement), or to receive dividends
or subscription rights, or otherwise, unless and until shares of Common Stock
have been issued in payment of the VCRs in accordance with the VCR Agreement.

No reference herein to the VCR Agreement and no provision of this VCR
Certificate or of the VCR Agreement shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay any amounts determined
pursuant to the terms hereof and of the VCR Agreement at the times, place, and
amount, and in the cash or securities of the Company, herein prescribed.

As provided in the VCR Agreement and subject to certain limitations
therein set forth, the transfer of the VCRs represented by this VCR Certificate
is registerable on the Security Register of the Company, upon surrender of this
VCR Certificate for registration of transfer at the office of the Rights Agent
maintained for such purpose in New York, New York, duly

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49
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed by the
Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new VCR Certificates, for the same amount of VCRs, will be issued to the
designated transferee or transferees.

As provided in the VCR Agreement and subject to certain limitations
therein set forth, this VCR Certificate is exchangeable for one or more VCR
Certificates representing the same number of VCRs as represented by this VCR
Certificate as requested by the Holder surrendering the same.

No service charge will be made for any registration of transfer or
exchange of VCRs, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.

Prior to the time of due presentment of this VCR Certificate for
registration of transfer, the Company, the Rights Agent and any agent of the
Company or the Rights Agent, may treat the Person in whose name this VCR
Certificate is registered as the owner hereof for all purposes, and neither the
Company, the Rights Agent nor any agent shall be affected by notice to the
contrary.

All capitalized terms used in this VCR Certificate without definition
shall have the meanings assigned to them in the VCR Agreement.

7
50
FORM OF ASSIGNMENT

(To the be executed if the registered holder
desires to transfer the VCR Certificate.)

FOR VALUE RECEIVED_____________________________________________________________
hereby sells, assigns and transfers unto_______________________________________
_______________________________________________________________________________
(Please print name and address of transferee)

this VCR Certificate, together with all right, title and interest therein, and
does hereby irrevocably constitute and appoint ________________________________
Attorney, to transfer the within VCR Certificate on the books of the
within-named Company, with full power of substitution.

Dated: , 19
---------------- --

---------------------------------------
Signature

Signature Guaranteed:

8
51
EXHIBIT B - Notice of Extension of Maturity

METROCALL, INC.

VARIABLE COMMON RIGHTS

[Date]

NOTICE OF EXTENSION OF MATURITY

DATE TO _________________________________________

NOTICE IS HEREBY GIVEN THAT, pursuant to Section 1.01(b) of the
Variable Common Rights Agreement dated as of _____________ __, 1996 (the "VCR
Agreement"), between Metrocall, Inc. (the "Company") and _________________ (the
"Rights Agent"), the Company has extended the Maturity Date on the Variable
Common Rights to ___________ (the "Extended Maturity Date"). All terms used in
this Notice which are defined in the VCR Agreement shall have the meanings
assigned to them in the VCR Agreement.

9
52
Exhibit C - Terms of Fractional Shares of Preferred Stock

Each Fractional Share of Preferred Stock shall have the following rights:

Par value: $.01 per Fractional Share

Liquidation Distribution Each Fractional Share shall share pro rata with
upon Dissolution: all other Fractional Shares and shares of
Common Stock in all liquidating distributions
upon dissolution following distributions to all
other classes or series of Preferred Stock
issued by the Company, whether such other
shares are issued and outstanding at the time
of the issuance of Fractional Shares of
Preferred Stock or issued thereafter; provided,
however, that if an Event of Default has
occurred and is continuing at the time of
issuance, each Fractional Share shall have a
preference over shares of Common Stock in an
amount equal to the Default Amount.

Dividends: Each Fractional Share shall be entitled to
receive any dividend declared by the Board of
Directors with respect to a share of Common
Stock. No other dividends will be paid with
respect to the Fractional Shares of Preferred
Stock.

Voting: Each Fractional Share shall have one vote on
all matters on which shares of Common Stock
have a vote and shares of Common Stock and
Preferred Stock will vote together as a single
class. Fractional Shares of Preferred Stock
will have no other voting rights except as
required by law.

Conversion: The Company may at any time convert each
Fractional Share of Preferred Stock into one
share of Commmon Stock by notice of such
conversion to the record holders of the
Fractional Shares of Preferred Stock and the
actual issuance of such shares; provided,
however, that if an Event of Default has
occurred and is continuing at the time of
issuance or conversion, the Company may
not convert a Fractional Share without the
consent of the holder of the Fractional Share.
If the Company issues Fractional Shares of
Preferred Stock, the Company shall use its
reasonable best efforts to cause the
authorization of sufficient shares of Common
Stock to permit conversion of the Fractional
Shares of Preferred Stock into Common Stock.
The holder of a Fractional Share may at any
time convert each Fractional Share of Preferred
Stock into one share of Common Stock by
presentation of the certificate representing
such Fractional Share to the Company; provided
that the Company shall only be required to
effect such conversion at such time as there are
sufficient shares of Common Stock authorized to
effect such conversion.

Adjustments: The terms of the Preferred Stock shall be
adjusted whenever there is a split or
combination of shares of Common Stock, so
that each Fractional Share of Preferred Stock
will have the same rights in relation to a
share of Common Stock as at the time of
issuance of the Fractional Share of Preferred
Stock.

1 EXHIBIT 4.2 VARIABLE COMMON RIGHTS AGREEMENT

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