AMENDED AND RESTATED
                         CERTIFICATE OF INCORPORATION
                                      OF
                      DOBSON COMMUNICATIONS CORPORATION
 
     The undersigned, Everett R. Dobson and Stephen T. Dobson, certify that
they are the President and Secretary, respectively, of DOBSON COMMUNICATIONS
CORPORATION, a corporation organized and existing under the laws of the State
of Oklahoma (the "Corporation"), and do hereby further certify as follows:
 
     1.   The name of this Corporation is DOBSON COMMUNICATIONS CORPORATION.
 
     2.   The name under which the Corporation was originally incorporated
was Dobson Holdings Corporation and the original Certificate of Incorporation
of the Corporation was filed with the Secretary of State of Oklahoma on
February 3, 1997.
 
     3.   This Amended and Restated Certificate of Incorporation was duly
adopted in accordance with the provisions of Sections 1077 and 1080 of the
General Corporation Act of Oklahoma (the "Act") by the written consent of the
holders of not less than a majority of the outstanding stock of the
Corporation entitled to vote thereon, and written notice of the corporate
action has been given to the stockholders of the Corporation who have not so
consented in writing, all in accordance with the provisions of Section 1080
of the Act.
 
     4.   The text of the Certificate of Incorporation of the Corporation is
amended and restated to read in its entirety as follows:
 
                                     ARTICLE I.
 
                                        NAME
 
     The name of the Corporation is:
 
                          DOBSON COMMUNICATIONS CORPORATION
 
<PAGE>
 
                                     ARTICLE II.
 
 
                            REGISTERED OFFICE AND AGENT
 
     The address of the Corporation's registered office in the State of Oklahoma
is 13439 North Broadway Extension, Oklahoma City, Oklahoma County, Oklahoma
73114.  The registered agent is Everett R. Dobson.
 
                                    ARTICLE III.
 
                                      PURPOSES
 
     The nature of the business and the purpose of the Corporation shall be
to engage in any lawful act or activity and to pursue any lawful purpose for
which a corporation may be formed under the Act. The Corporation is
authorized to exercise and enjoy all powers, rights and privileges which
corporations organized under the Act may have as in force from time to time,
including, without limitation, all powers, rights and privileges necessary or
convenient to carry out the purposes of the Corporation.
 
                                    ARTICLE IV.
 
                          RECLASSIFICATION AND STOCK SPLIT
 
     Immediately upon the filing of this Amended and Restated Certificate of
Incorporation with the Secretary of State of the State of Oklahoma (the
"Effective Date"), (a) each share of Class A Common Stock, par value $.001
per share, outstanding immediately prior to the Effective Date ("Old Class A
Common Stock") shall be, without further action by the Corporation or any
holder thereof, changed, converted and reclassified into a number of shares
of newly authorized Class B Common Stock, par value $.001 per share ("Class B
Common Stock") equal to the number of shares representing a 111.44 for 1
stock split for each share (the "Class A Conversion Factor"), and each
certificate then outstanding stating on its face that it represents shares of
Old Class A Common Stock existing prior to the Effective Date, shall
automatically represent, from and after the Effective Date, a number of
shares of Class B Common Stock equal to the number of shares on the face of
the certificate of Old Class A Common Stock existing prior to the Effective
Date multiplied by the Class A Conversion Factor; (b) each share of Class B
Common Stock, par value $.001 per share, outstanding immediately prior to the
Effective Date ("Old Class B Common Stock") shall be, without further action
by the Corporation or any holder thereof, changed, converted and reclassified
into a number of shares of newly authorized Class A Common Stock, par value
$.001 per share ("Class A Common Stock"), equal to the number of shares
representing a 111.44 for 1 stock split for each share (the "Class B
Conversion Factor"), and each certificate then outstanding stating on its
face that it represents shares of Old Class B Common Stock existing prior to
the Effective Date, shall automatically represent, from and after the
Effective Date, a number of shares of Class A Common Stock equal to the
number of shares on the face of the certificate of Old Class B Common Stock
existing prior to the Effective Date multiplied by the Class B Conversion
Factor, and (c) each share of Class C Comon Stock, par value $.001 per share,
outstanding immediately prior to the Effective Date shall be, without further
action by the Corporation or any holder thereof, changed, converted and
reclassified into
 
                                      -2-
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a number of shares of Class A Common Stock equal to the number of shares
representing a 111.44 for 1 stock split for each share (the "Class C
Conversion Factor"), and each certificate then outstanding stating on its
face that it represents shares of Class C Common Stock existing prior to the
Effective Date, shall automatically represent, from and after the Effective
Date, a number of shares of Class A Common Stock equal to the number of
shares on the face of the certificate of Class C Common Stock existing prior
to the Effective Date multiplied by the Class C Conversion Factor; (d) each
authorized but unissued share of Old Class B Common Stock shall be
redesignated as Class D Common Stock, par value $.001 per share ("New Class D
Common Stock"), and (e) each authorized but unissued share of Class C Common
Stock shall continue to be designated as Class C Common Stock.  In connection
with the stock splits described in this Article IV, no fractional shares of
newly authorized Class A Common Stock and newly authorized Class B Common
Stock shall be issued.  Each fractional share of newly authorized Class A
Common Stock and newly authorized Class B Common Stock which would otherwise
be issued pursuant to this ARTICLE IV shall be rounded to the nearest whole
share.
 
                                     ARTICLE V.
 
                                   CAPITAL STOCK
 
          5.1  AUTHORIZED CAPITAL STOCK.  The maxImum number of shares of
capital stock which the Corporation shall have authority to issue is Two
Hundred Fifty One Million Thirty Seven Thousand Two Hundred Twenty Six
(251,037,226) shares of capital stock, of which One Hundred Seventy Five
Million (175,000,000) shares shall be Class A Common Stock, par value $.001
per share; Seventy Million (70,000,000) shares shall be Class B Common Stock,
par value $.001 per share; Four Thousand Two Hundred Twenty Six (4,226)
shares shall be Class C Common Stock, par value $.001 per share; and Thirty
Three Thousand (33,000) shares shall be Class D Common Stock, par value $.001
per share (the Class A Common Stock, Class B Common Stock, Class C Common
Stock and Class D Common Stock shall collectively be referred to as the
"Common Stock"), and of which Six Million (6,000,000) shares shall be
preferred stock, par value $1.00 per share (the "Preferred Stock"), of which
Seven Hundred Thirty Four Thousand (734,000) shares have been designated as
12 1/4% Senior Exchangeable Preferred Stock, Five Hundred Thousand (500,000)
shares have been designated as 13% Senior Exchangeable Preferred Stock due
2009, and Forty Thousand (40,000) shares have been designated as Class E
Preferred Stock.  The Common Stock and the Preferred Stock are sometimes
referred to herein as the "Capital Stock" of the Corporation.
 
          5.2  PREFERRED STOCK; CERTIFICATES OF DESIGNATION.
 
          5.2.1     PREFERRED STOCK.  The Preferred Stock may be issued in
one or more series.  The Corporation's Board of Directors is hereby expressly
authorized without further action by the Corporation's stockholders, subject
to limitations prescribed by the Act, to authorize and otherwise provide for
the issuance of the shares of Preferred Stock in one or more series, and by
filing a certificate pursuant to the applicable law of the State of Oklahoma,
to establish from time to time the number of shares to be included in each
such series, to determine the powers, designations, preferences and relative,
participating, optional or other special rights, including voting rights, and
the qualifications, limitations and restrictions thereof, of each series of
Preferred Stock and may increase or decrease the number of shares within each
such series;
 
                                      -3-
<PAGE>
 
provided, however, that the Corporation's Board of Directors may not decrease
the number of shares within a series to less than the number of shares within
such series that are then outstanding and may not increase the number of
shares within a series above the total number of authorized shares of
Preferred Stock for which the powers, designations, preferences and rights
have not otherwise been set forth herein.  The authority of the Board of
Directors with respect to each series shall include, but not be limited to,
determination of the following:
 
                         (a)  the number of shares constituting that series and
          the distinctive designation of that series;
 
                         (b)  the dividend rate on the shares of that series,
          whether dividends shall be cumulative, and, if so, from which date or
          dates, and the relative rights of priority, if any, of payment of
          dividends on shares of that series;
 
                         (c)  whether that series shall have voting, optional
          and/or special rights, in addition to the voting rights provided by
          law, and, if so, the terms of such voting rights, including, without
          limitation, the right to elect one or more members of the Board of
          Directors;
 
                         (d)  whether that series shall have conversion
          privileges, and, if so, the terms and conditions of such conversion,
          including provision for adjustment of the conversion rate in such
          events as the Board of Directors shall determine;
 
                         (e)  whether or not the shares of that series shall be
          redeemable, and, if so, the terms and conditions of such
          redemption, including the date or dates upon which they shall be
          redeemable, and the amount per share payable in case of redemption,
          which amount may vary under different conditions and at different
          redemption dates;
 
                         (f)  whether that series shall have a sinking fund for
          the redemption or purchase of shares of that series, and, if so, the
          terms and amount of such sinking fund;
 
                         (g)  the rights of the shares of that series in the
          event of voluntary or involuntary liquidation, dissolution or winding
          up of the Corporation, and the relative rights of priority, if any, of
          payment of shares of that series; and
 
                         (h)  the preferences and relative rights among the
          series of the Preferred Stock.
 
          5.2.2     CERTIFICATE OF DESIGNATION FOR THE 12 1/4% SENIOR
EXCHANGEABLE PREFERRED STOCK.  The powers, preferences and relative,
participating, optional and other special rights of  the 12 1/4% Senior
Exchangeable Preferred Stock previously issued in two series, and the
qualifications, limitations and restrictions thereof, are set forth on
EXHIBIT A hereto, which is incorporated herein by this reference.
 
          5.2.3     CERTIFICATE OF DESIGNATION FOR THE 13% SENIOR
EXCHANGEABLE PREFERRED STOCK DUE 2009.  The powers, preferences and relative,
participating, optional and other special
 
                                      -4-
<PAGE>
 
rights of the 13% Senior Exchangeable Preferred Stock due 2009, and the
qualifications, limitations and restrictions thereof, are set forth on
EXHIBIT B hereto, which is incorporated herein by this reference.
 
          5.2.4     CERTIFICATE OF DESIGNATION FOR THE CLASS D PREFERRED
STOCK. The powers, preferences and relative, participating, optional  and
other special rights of the Class D Preferred Stock, and the qualifications,
limitations and restrictions thereof, are set forth on EXHIBIT C hereto,
which is incorporated herein by this reference.
 
          5.2.5     CERTIFICATE OF DESIGNATION FOR THE CLASS E PREFERRED
STOCK. The powers, preferences and relative, participating, optional and
other special rights of the Class E Preferred Stock, and qualifications,
limitations and restrictions thereof, are set forth on EXHIBIT D hereto,
which is incorporated herein by this reference.
 
          5.3  PROVISIONS APPLICABLE TO ALL CLASSES OF COMMON STOCK.  Except
as otherwise required by the Act or as otherwise provided in this ARTICLE V,
the rights and preferences of the Class A Common Stock, the Class B Common
Stock, the Class C Common Stock and the Class D Common Stock, on a Fully
Converted Basis, shall be identical.  As used in this Amended and Restated
Certificate of Incorporation, the term "Fully Converted Basis" shall mean,
with respect to the Class C Common Stock and Class D Common Stock, the number
of shares of Class A Common Stock which would be issued to and held by the
holders of all outstanding shares of Class C Common Stock and Class D Common
Stock had all outstanding shares of Class C Common Stock and Class D Common
Stock been converted into Class A Common Stock pursuant to Section 5.7
immediately prior to the occurrence of the related event or action.
 
          5.3.1     VOTING RIGHTS.  Except as otherwise required by the Act
or other applicable law, the holders of Class A Common Stock and Class B
Common Stock shall vote together as a single class with respect to all
matters submitted to a vote of stockholders with each holder having the
number of votes specified below.  The holders of Class A Common Stock shall
be entitled to one (1) vote per share in person or by written proxy at all
annual or special meetings of the Corporation and on matters in which the
holders of Common Stock are entitled to vote.  The holders of Class B Common
Stock shall be entitled to one (1) vote per share, in person or by written
proxy with respect to any proposal that the Corporation engage in a "Rule
13e-3 transaction" as defined in Rule 13e-3 promulgated under the Securities
Exchange Act of 1934, as amended, and any successor rule or regulation, and
to ten (10) votes per share, in person or by written proxy, at all annual or
special meetings of the Corporation and on all other matters in which the
holders of Common Stock shall be entitled to vote.  Except as otherwise
required by the Act or other applicable law, the holders of Class C Common
Stock and Class D Common Stock will have no voting powers whatsoever, and no
holder of Class C Common Stock or Class D Common Stock shall vote on or
otherwise participate in any proceedings in which action shall be taken by
the Corporation or the shareholders thereof.  The holders of Class C Common
Stock and Class D Common Stock shall not be entitled to notification as to
any meeting of the Board of Directors or of the shareholders.  The holders of
Class A Common Stock and Class B Common Stock shall each be entitled to vote
separately as a class with respect to (A) amendments to this Amended and
Restated Certificate of Incorporation that alter or change the powers,
preferences
 
                                      -5-
<PAGE>
 
or special rights of their respective classes of stock so as to affect them
adversely and (B) such other matters as require class votes under the Act or
other applicable laws.
 
          5.3.2     STOCK SPLITS.  The Corporation shall not in any manner
subdivide (by any stock split, reclassification, stock dividend,
recapitalization or otherwise) or combine the outstanding shares of one class
of Common Stock unless the outstanding shares of all classes of Common Stock
shall be proportionately subdivided or combined; provided, however, that the
Corporation shall effect the reclassification and stock split set forth in
ARTICLE IV upon the filing of this Amended and Restated Certificate of
Incorporation.  Notwithstanding anything herein to the contrary, additional
shares of Class B Common Stock may be issued to holders of Class B Common
Stock only upon a stock split or stock dividend of all classes of the
Company's stock on a pro rata basis.
 
          5.3.3     LIQUIDATION RIGHTS.  Upon any voluntary or involuntary
liquidation, dissolution or winding-up of the affairs of the Corporation,
after payment shall have been made to holders of outstanding Preferred Stock,
if any, of the full amount to which they are entitled pursuant to this
Amended and Restated Certificate of Incorporation and any resolutions that
may be adopted from time to time by the Corporation's Board of Directors for
the purpose of fixing the designations, preferences, rights and restrictions
of any series of Preferred Stock, the holders of Common Stock shall be
entitled to share ratably, in accordance with the number of shares of Common
Stock held by each such holder, in all remaining assets of the Corporation
available for distribution among the holders of Class A Common Stock, Class B
Common Stock, Class C Common Stock, on a Fully Converted Basis,  and Class D
Common Stock, on a Fully Converted Basis.  For purposes of this paragraph,
neither the consolidation or merger of the Corporation with or into any other
entity or entities pursuant to which the holders of Capital Stock of the
Corporation receive capital stock and/or other securities (including debt
securities) of the acquiring entity (or of the direct or indirect parent
entity of the acquiring entity), nor the sale, lease or transfer by the
Corporation of all or any part of its assets, nor the reduction of the
capital stock of the Corporation, shall be deemed to be a voluntary or
involuntary liquidation, dissolution or winding up of the Corporation as
those terms are used in this paragraph.
 
          5.3.4     DIVIDENDS.  If and when dividends on the Class A Common
Stock, Class B Common Stock, Class C Common Stock or Class D Common Stock are
declared payable from time to time by the Board of Directors as provided in
this SECTION 5.3.4, whether payable in cash, in property or in shares of
Class A Common Stock or Class B Common Stock of the Corporation to the
holders of Class A Common Stock, Class B Common Stock, Class C Common Stock
or Class D Common Stock, such dividends shall be payable at the same rate and
at the same time  on all classes of Common Stock including, with respect to
the Class C Common Stock and the Class D Common Stock, on a Fully Converted
Basis.  Dividends payable in respect of Class A Common Stock shall be payable
only in additional shares of Class A Common Stock to holders of Class A
Common Stock, and dividends payable to holders of Class C Common Stock and
Class D Common Stock shall be payable only in additional shares of Class A
Common Stock, on a Fully Converted Basis. Dividends payable in respect of
Class B Common Stock shall be payable in shares of Class B Common Stock only
to holders of Class B Common Stock.  No dividends shall be payable in shares
of Class C Common Stock or Class D Common Stock.  If the Corporation shall in
any manner subdivide or combine the outstanding shares of any class of Common
Stock, the outstanding shares of the other such class of Common Stock shall
be
 
                                      -6-
<PAGE>
 
proportionally subdivided or combined in the same manner and on the same
basis as the outstanding shares of Common Stock that have been subdivided or
combined.  The Corporation shall not declare a dividend on one class of
Common Stock unless it shall declare an essentially equivalent and identical
dividend (other than in respect of voting rights as provided above in the
case of in-kind dividends) on all other classes of outstanding Common Stock.
 
          5.4  TRANSFER OF CLASS B COMMON STOCK.
 
          5.4.1     CLASS B PERMITTED TRANSFEREES.  A Beneficial Owner (as
hereinafter defined) of shares of Class B Common Stock (herein referred to in
this Section as a "Class B Stockholder") may transfer, directly or
indirectly, shares of Class B Common Stock, whether by sale, assignment, gift
or otherwise, only to a Class B Permitted Transferee (as hereinafter defined)
and no Class B Stockholder may otherwise transfer record or Beneficial
Ownership (as hereinafter defined) of any shares of Class B Common Stock.  In
the event of any attempted transfer of the Beneficial Ownership of any shares
of Class B Common Stock in violation of the limitation provided in the
preceding sentence, the shares of Class B Common Stock with respect to which
the transfer of such Beneficial Ownership has been attempted shall be deemed
to have been converted automatically, without further deed or action by or on
behalf of any person, into the same number of shares of Class A Common Stock.
 
          "Class B Permitted Transferee" shall mean, if the Class B
Stockholder is an individual:
 
                         (a)  the estate of the Class B Stockholder or any
          legatee, heir or distributee thereof; provided, however, that the
          estate of such Class B Stockholder may transfer shares of Class B
          Common Stock only to a Class B Transferee pursuant to paragraphs
          5.4.1(b), 5.4.1(c) or 5.4.1(d) below;
 
                         (b)  the spouse of the Class B Stockholder;
 
                         (c)  any parent or grandparent and any lineal
          descendant (including any adopted child) of any parent or grandparent
          of the Class B Stockholder or of the Class B Stockholder's spouse;
 
                         (d)  any guardian or custodian (including a custodian
          for purposes of the Uniform Gift to Minors Act or Uniform Transfers to
          Minors Act) for, or any executor, administrator, conservator and/or
          other legal representative of, the Class B Stockholder and/or any
          Class B Permitted Transferee or Class B Permitted Transferees
          thereof;
 
                         (e)  a trust (including a voting trust), and any
          savings or retirement account, such as an individual retirement
          account for purposes of federal income tax laws, whether or not
          involving a trust, principally for the benefit of such Class B
          Stockholder and/or any Class B Permitted Transferee thereof,
          including any trust in respect of which such Class B Stockholder
          and/or Founding Investor (as hereafter defined) or a Class B
          Permitted Transferee of such Founding Investor pursuant to paragraphs
          5.4.1(b), 5.4.1(c) and 5.4.1(d) above has any general or special
          power of appointment or general or special non-testamentary power or
 
                                      -7-
<PAGE>
 
          special testamentary power of appointment limited to any Class B
          Permitted Transferee or Class B Permitted Transferees, so long as one
          or more trustees of such trust or savings or retirement account is a
          Class B Permitted Transferee thereof, a bank, trust company or other
          financial institution having trust powers.
 
                         (f)  any corporation, partnership or other business
          entity if Substantial Beneficial Ownership (as hereinafter defined)
          thereof is held by such Class B Stockholder and/or any Class B
          Permitted Transferee thereof, one or more Class B Permitted
          Transferees thereof; provided, however, that if such Class B
          Stockholder, and all Class B Permitted Transferees thereof, cease,
          for whatever reason, to hold Substantial Beneficial Ownership of
          such corporation, partnership or other business entity, then any
          and all shares of Class B Common Stock that such corporation,
          partnership or other business entity is the Beneficial Owner of
          shall be deemed to be converted automatically, without further deed
          or action by or on behalf of any person, into shares of Class A
          Common Stock; and
 
                         (g)  Russell L. Dobson, Everett R. Dobson, Stephen T.
          Dobson and the Dobson CC Limited Partnership, an Oklahoma limited
          partnership (each a "Founding Investor").
 
          "Class B Permitted Transferee" shall mean, if the Class B
Stockholder is a corporation, partnership, limited liability company,
business trust or other business entity:
 
          (h)         any trust (including any voting or liquidating trust)
principally for the benefit of an individual Class B Stockholder and/or any
Class B Permitted Transferee or Class B Permitted Transferees of such
individual;
 
          (i)         any corporation, partnership or other business entity
if, immediately following the transfer to such corporation, partnership or
other business entity, direct or indirect Substantial Beneficial Ownership
(as hereafter defined) thereof is held by such Class B Stockholder, its
direct or indirect majority owned parent, subsidiaries and affiliates, and/or
by any Class B Permitted Transferee thereof; provided, however, that if such
Class B Stockholder and all Class B Permitted Transferees thereof, cease, for
whatever reason, to hold Substantial Beneficial Ownership of such
corporation, partnership or other business entity, then any and all shares of
Class B Common Stock that such corporation, partnership or other business
entity is the Beneficial Owner of shall be deemed to be converted
automatically, without further deed or action by or on behalf of any person,
into shares of Class A Common Stock;
 
          (j)         Dobson CC Limited Partnership, an Oklahoma limited
partnership and and any of its partners as of the date of this Amended and
Restated Certificate of Incorporation and their partners who receive such
shares, by way of dividend or distribution (upon dissolution, liquidation or
otherwise);
 
          (k)         if the Class B Stockholder is a corporation, its
Permitted Transferees shall also include its majority owned parent
corporation, if any, and one or more of its majority owned subsidiaries or
majority owned subsidiaries of its majority owned parent corporation;
provided that such transfer will not result in Beneficial Ownership of any of
such shares by any person
 
                                      -8-
<PAGE>
 
who did not have the power to control such corporation, partnership or
business entity at the time such corporation, partnership or business entity
first acquired Beneficial Ownership of such shares of Class B Common Stock;
and
 
          (l)         any Founding Investor or any Class B Permitted
Transferee of a Founding Investor pursuant to paragraphs 5.4.1(b), 5.4.1(c)
and 5.4.1(d) above.
 
          5.4.2     TRANSFERS TO BENEFICIAL OWNERS.  Any person who holds
shares of Class B Common Stock for the Beneficial Ownership of another,
including (A) any broker or dealer in securities; (B) any clearing house; (C)
any bank, trust company, savings and loan association or other financial
institution; (D) any other nominee; and (E) any savings plan or account or
related trust, such as an individual retirement account, may transfer such
shares to the person or persons for whose benefit it holds such shares.
Notwithstanding anything to the contrary set forth herein, any holder of
Class B  Common Stock may pledge such shares to a bank or other financial
institution as pledgee pursuant to a bona fide pledge of such shares as
collateral security for indebtedness due to the pledgee, provided that such
shares may not be transferred to or registered in the name of the pledgee
unless such pledgee is a Class B Permitted Transferee. In the event of
foreclosure or other similar action by the pledgee, such pledged shares shall
automatically, without any act or deed on the part of the Corporation or any
other person, be converted into shares of Class A  Common Stock unless within
five business days after such foreclosure or similar event such pledged
shares are returned to the pledgor or transferred to a Class B Permitted
Transferee.  The foregoing provisions of this paragraph shall not be deemed
to restrict or prevent any transfer of such shares, subject to any automatic
conversions into Class A Common Stock, depending on whether the transferee is
a Class B Permitted Transferee, by operation of law upon incompetence or
death of any Class B Stockholder.
 
          5.4.3     EFFECT OF PROHIBITED TRANSFER.  Any transferee of shares
of Class B Common Stock pursuant to a transfer made in violation of this
Section shall have no rights as stockholder of the Corporation and no other
rights against or with respect to the Corporation except the right to receive
the same number of shares of Class A Common Stock upon the automatic
conversion of such transferred shares of Class B Common Stock.
 
          5.4.4     PROOF OF PERMITTED TRANSFER.  The Corporation and any
transfer agent of Class B Common Stock may as a condition to the transfer or
the registration of any transfer of shares of Class B Common Stock permitted
by this SECTION 5.4 require the furnishing of such affidavits or other proof
as they deem necessary to establish that such transferee is a Class B
Permitted Transferee.
 
          5.4.5     For purposes of this SECTION 5.4: (A) the term
"Beneficial Ownership" in respect of shares of Class B Common Stock shall
mean possession of the power and authority, either singly or jointly with
another, to vote or dispose of or to direct the voting or disposition of such
shares and the term "Beneficial Owner" in respect of shares of Class B Common
Stock shall mean the person or persons who possess such power and authority;
and (B) the term "Substantial Beneficial Ownership" in respect of any
corporation, partnership or other business entity shall mean possession of
the power and authority, either singly or jointly with another, to vote or
dispose of, or to direct the voting or disposition of, securities
representing at least a
 
                                      -9-
<PAGE>
 
50.1% of the total combined voting power of all securities entitled to vote,
considered as one class, in such corporation, partnership or other business
entity.
 
          5.5  CONVERSION OF CLASS B COMMON STOCK BY HOLDER.
 
          5.5.1     RIGHT TO CONVERT TO CLASS A COMMON STOCK.  Subject to any
necessary approvals by the Federal Communications Commission and of any other
federal or state regulatory authority, the holders of each share of Class B
Common Stock shall have the right at any time, or from time to time, at such
holder's option, to convert such share into one fully paid and nonassessable
share of Class A Common Stock on and subject to the terms and conditions
hereinafter set forth.
 
          5.5.2     METHOD OF CONVERSION.  In order to exercise his
conversion privilege, the holder of any shares of Class B Common Stock to be
converted shall present and surrender the certificate or certificates
representing such shares during usual business hours at any office or agency
of the Corporation maintained for the transfer of Class B Common Stock and
shall deliver a written notice of the election of the holder to convert the
shares represented by such certificate or any portion thereof specified in
such notice.  Such notice shall also state the name or names (with address)
in which the certificate or certificates for shares of Class A Common Stock
issuable on such conversion shall be registered.  If required by the
Corporation, any certificate for shares surrendered for conversion shall be
accompanied by instruments of transfer, in form satisfactory to the
Corporation, duly executed by the holder of such shares or his duly
authorized representative.  Each conversion of shares of Class B Common Stock
shall be deemed to have been effected on the date (the "conversion date") on
which the certificate or certificates representing such shares shall have
been surrendered and such notice and any required instruments of transfer
shall have been received as aforesaid, and the person or persons in whose
name or names any certificate or certificates for shares of Class A Common
Stock shall be issuable on such conversion shall be, for the purpose of
receiving dividends and for all other corporate purposes whatsoever, deemed
to have become the holder or holders of record of the shares of Class A
Common Stock represented thereby on the conversion date.
 
          5.5.3     ISSUANCE OF CLASS A COMMON STOCK UPON CONVERSION.  As
promptly as practicable after the presentation and surrender for conversion,
as herein provided, of any certificate for shares of Class B Common Stock,
the Corporation shall issue and deliver at such office or agency, to or upon
the written order of the holder thereof, certificates for the number of
shares of Class A Common Stock issuable upon such conversion.  In case any
certificate for shares of Class B Common Stock shall be surrendered for
conversion of a part only of the shares represented thereby, the Corporation
shall deliver at such office or agency, to or upon the written order of the
holder thereof, a certificate or certificates for the number of shares of
Class B Common Stock represented by such surrendered certificate that are not
being converted.  The issuance of certificates for shares of Class A Common
Stock issuable upon the conversion of shares of Class B  Common Stock by the
registered holder thereof shall be made without charge to the converting
holder for any tax imposed on the Corporation in respect of the issue
thereof.  The Corporation shall not, however, be required to pay any tax that
may be payable with respect to any transfer involved in the issue and
delivery of any certificate in a name other than that of the registered
holder of the shares being converted, and the Corporation shall not be
required to issue or deliver any such certificate unless and until the person
requesting the issue thereof shall
 
                                      -10-
<PAGE>
 
have paid to the Corporation the amount of such tax or has established to the
satisfaction of the Corporation that such tax has been paid.
 
          5.5.4     DIVIDENDS RELATED TO CONVERSION.  Upon any conversion of
shares of Class B Common Stock into shares of Class A Common Stock pursuant
hereto, no adjustment with respect to cash dividends shall be made; only
those cash dividends shall be payable on the shares so converted as have been
declared and are payable to holders of record of shares of Class B Common
Stock on a date prior to the conversion date with respect to the shares so
converted; and only those cash dividends shall be payable on shares of Class
A Common Stock issued upon such conversion as have been declared and are
payable to holders of record of shares of Class A Common Stock on or after
such conversion date.
 
          5.5.5     RETIREMENT OF CONVERTED SHARES.  Shares of Class B Common
Stock converted into Class A Common Stock shall be retired and cancelled, and
shall not be reissued.
 
          5.5.6     RESERVATION OF SHARES OF CLASS A COMMON STOCK.  Such
number of shares of Class A Common Stock as may from time to time be required
for such purpose shall be reserved for issuance upon conversion of
outstanding shares of Class B Common Stock.
 
          5.5.7     MERGERS, CONSOLIDATIONS, SALES OF ASSETS.  In the case of
a merger or consolidation which reclassifies or changes the shares of Common
Stock, or in the case of the consolidation or merger of the Corporation with
or into another corporation or corporations or the transfer of all or
substantially all of the assets of the Corporation to another corporation or
corporations, each share of Class B Common Stock shall thereafter be
convertible into the number of shares of stock or other securities or
property to which a holder of shares of Class A Common Stock would have been
entitled upon such reclassification, change, consolidation, merger or
transfer, and, in any such case, appropriate adjustment (as determined in
good faith by the Corporation's Board of Directors) may be made in the
application of the provisions herein set forth with respect to the rights and
interests thereafter of the holders of the Class B Common Stock to the end
that the provisions set forth herein shall thereafter be applicable, as
nearly as reasonably may be practicable, in relation to any shares of stock
or other securities on property thereafter deliverable upon the conversion of
shares of Class B Common Stock, including, but not limited to, the provisions
set forth in SECTION 5.3.1 with respect to the ten (10) votes per share
allocable to each share of Class B Common Stock as compared to the one vote
per share allocable to each share of Class A Common Stock.  In case of any
such merger or consolidation, the resulting or surviving corporation (if not
the Corporation) shall expressly assume the obligation to deliver, upon
conversion of the Class B Common Stock, such stock or other securities or
property as the holders of the Class B Common Stock remaining outstanding
shall be entitled to receive pursuant to the provisions hereof, and to make
provisions for the protection of the conversion rights provided for in this
ARTICLE V.
 
          5.6  TRANSFER OF CLASS C COMMON STOCK AND CLASS D COMMON STOCK.
 
          5.6.1     CLASS C TRANSFERS.  In the event of any attempted
transfer of the Beneficial Ownership of any shares of Class C Common Stock,
the shares of Class C Common Stock with respect to which the transfer of such
Beneficial Ownership has been attempted shall be deemed
 
                                      -11-
<PAGE>
 
to have been converted automatically, without further deed or action by or on
behalf of any person, into the shares of Class A Common Stock as provided in
Section 5.7.
 
          5.6.2     CLASS D TRANSFERS.  In the event of any attempted
transfer of the Beneficial Ownership of any shares of Class D Common Stock,
the shares of Class D Common Stock with respect to which the transfer of such
Beneficial Ownership has been attempted shall be deemed to have been
converted automatically, without further deed or action by or on behalf of
any person, into the shares of Class A Common Stock as provided in Section
5.7.
 
          5.6.3     TRANSFERS TO BENEFICIAL OWNERS.  Any person who holds
shares of Class C Common Stock or Class D Common Stock for the Beneficial
Ownership of another, including (A) any broker or dealer in securities; (B)
any clearing house; (C) any bank, trust company, savings and loan association
or other financial institution; (D) any other nominee; and (E) any savings
plan or account or related trust, such as an individual retirement account,
may transfer such shares to the person or persons for whose benefit it holds
such shares. Notwithstanding anything to the contrary set forth herein, any
holder of Class C Common Stock may pledge such shares to a pledgee pursuant
to a bona fide pledge of such shares as collateral security for indebtedness
due to the pledgee, and such shares may be transferred to or registered in
the name of the pledgee.  In the event of foreclosure or other similar action
by the pledgee, such pledged shares shall automatically, without any act or
deed on the part of the Corporation or any other person, be converted into
the number of shares of Class A Common Stock as provided in Section 5.7.
 
          5.6.4     EFFECT OF PROHIBITED TRANSFER.  Any transferee of shares
of Class C Common Stock or Class D Common Stock pursuant to a transfer made
in violation of this Section shall have no rights as stockholder of the
Corporation and no other rights against or with respect to the Corporation
except the right to receive the same number of shares of Class A Common Stock
upon the automatic conversion of such transferred shares of Class C Common
Stock or Class D Common Stock.  Notwithstanding any other provision of this
Amended and Restated Certificate of Incorporation, the Corporation shall, to
the full extent permitted by law, be entitled to issue shares of Class C
Common Stock or Class D Common Stock to any person from time to time.
 
          5.6.5     For purposes of this Section: (A) the term "Beneficial
Ownership" in respect of shares of Class C Common Stock or Class D Common
Stock shall mean possession of the power and authority, either singly or
jointly with another, to vote or dispose of or to direct the voting or
disposition of such shares and the term "Beneficial Owner" in respect of
shares of Class C Common Stock or Class D Common Stock shall mean the person
or persons who possess such power and authority.
 
          5.7  CONVERSION OF CLASS C COMMON STOCK OR CLASS D COMMON STOCK BY
HOLDER.
 
          5.7.1     RIGHT TO CONVERT TO CLASS A COMMON STOCK.  A holder of
each share of Class C Common Stock and a holder of each share of Class D
Common Stock shall have the right at any time, or from time to time, at such
holder's option, to convert such share into One Hundred Eleven and 44/100
(111.44) shares, rounded to the nearest number of whole shares, of
 
                                      -12-
<PAGE>
 
fully paid and nonassessable shares of Class A Common Stock (the "Class C and
Class D Conversion Ratio") on and subject to the terms and conditions
hereinafter set forth.
 
          5.7.2     METHOD OF CONVERSION.  In order to exercise his
conversion privilege, the holder of any shares of Class C Common Stock and
the holder of any shares of Class D Common Stock to be converted shall
present and surrender the certificate or certificates representing such
shares during usual business hours at any office or agency of the Corporation
maintained for the transfer of shares of Class C Common Stock or shares of
Class D Common Stock and shall deliver a written notice of the election of
the holder to convert the shares represented by such certificate or any
portion thereof specified in such notice.
 
Such notice shall also state the name or names (with address) in which the
certificate or certificates for shares of Class A Common Stock issuable on
such conversion shall be registered.  If required by the Corporation, any
certificate for shares surrendered for conversion shall be accompanied by
instruments of transfer, in form satisfactory to the Corporation, duly
executed by the holder of such shares or his duly authorized representative.
Each conversion of shares of Class C Common Stock and Class D Common Stock
shall be deemed to have been effected on the date (the "conversion date") on
which the certificate or certificates representing such shares shall have
been surrendered and such notice and any required instruments of transfer
shall have been received as aforesaid, and the person or persons in whose
name or names any certificate or certificates for shares of Class A Common
Stock shall be issuable on such conversion shall be, for the purpose of
receiving dividends and for all other corporate purposes whatsoever, deemed
to have become the holder or holders of record of the shares of Class A
Common Stock represented thereby on the conversion date.
 
          5.7.3     ISSUANCE OF CLASS A COMMON STOCK UPON CONVERSION.  As
promptly as practicable after the presentation and surrender for conversion,
as herein provided, of any certificate for shares of Class C Common Stock or
Class D Common Stock, the Corporation shall issue and deliver at such office
or agency, to or upon the written order of the holder thereof, certificates
for the number of shares of Class A Common Stock issuable upon such
conversion.  In case any certificate for shares of Class C Common Stock or
shares of Class D Common Stock shall be surrendered for conversion of a part
only of the shares represented thereby, the Corporation shall deliver at such
office or agency, to or upon the written order of the holder thereof, a
certificate or certificates for the number of shares of Class C Common Stock
or shares of Class D Common Stock represented by such surrendered certificate
that are not being converted. The issuance of certificates for shares of
Class A Common Stock issuable upon the conversion of shares of Class C Common
Stock or Class D Common Stock by the registered holder thereof shall be made
without charge to the converting holder for any tax imposed on the
Corporation in respect of the issue thereof.  The Corporation shall not,
however, be required to pay any tax that may be payable with respect to any
transfer involved in the issue and delivery of any certificate in a name
other than that of the registered holder of the shares being converted, and
the Corporation shall not be required to issue or deliver any such
certificate unless and until the person requesting the issue thereof shall
have paid to the Corporation the amount of such tax or has established to the
satisfaction of the Corporation that such tax has been paid.
 
          The issue of certificates on conversion of Class C Common Stock and
Class D Common Stock shall be made without charge to the converting holder
for any tax in respect of the issue thereof.  The Corporation shall not,
however, be required to pay any tax which may be
 
                                      -13-
<PAGE>
 
payable in respect of any transfer involved in the issue and delivery of
shares of Class A Common Stock in any name other than that of the holder of
any shares of Class C Common Stock or Class D Common Stock converted, and the
Corporation shall not be required to issue or deliver any certificate in
respect of shares of Class C Common Stock or Class D Common Stock unless and
until the person or persons requesting the issue thereof shall have paid to
the Corporation the amount of such tax or shall have established to the
satisfaction of the Corporation that such tax has been paid.
 
          All shares of Class A Common Stock which may be issued upon
conversion of Class C Common Stock and Class D Common Stock will, upon issue,
be fully paid and nonassessable and free from all taxes, liens and charges
with respect to the issue thereof and free of pre-emptive rights.
 
          In case at any time the Corporation shall propose to:
 
                         (a)  pay any dividend payable in shares of Class A
          Common Stock upon its Class A Common Stock or to make any distribution
          (other than a cash dividend or other cash distribution payable out
          of net income or undistributed earnings of the corporation) to the
          holders of its Class A Common Stock;
 
                         (b)  offer for subscription pro rata to the holders of
          its Class A Common Stock any additional shares of any class or any
          other rights or warrants to purchase Class A Common Stock;
 
                         (c)  consolidate or merge with or into another person;
 
                         (d)  effect any reorganization, reclassification,
          liquidation, dissolution or winding-up of the corporation; or
 
                         (e)  take any other action which would require an
          adjustment in the Conversion Ratio;
 
then, and in any one or more such cases, the corporation shall cause at least
ten days' notice thereof to be given to each holder of Class C Common Stock
and Class D Common Stock of the date on which (x) the books of the
corporation shall close, or a record be taken, for such dividend on Class A
Common Stock, distribution or offering of rights or warrants or other action
or (y) such consolidation, merger, reorganization, reclassification,
liquidation, dissolution or winding-up shall be effective, as the case may be.
 
          5.7.4     DIVIDENDS RELATED TO CONVERSION.  Upon conversion of
shares of Class C Common Stock and Class D Common Stock into shares of Class
A Common Stock pursuant hereto, no adjustment with respect to cash dividends
shall be made; only those cash dividends shall be payable on the shares so
converted as have been declared and are payable to holders of record of
shares of Class C Common Stock and shares of Class D Common Stock on a date
prior to the conversion date with respect to the shares so converted; and
only those cash dividends shall be payable on shares of Class A Common Stock
issued upon such conversion as have been declared and are payable to holders
of record of shares of Class A Common Stock on or after such conversion date.
 
                                      -14-
<PAGE>
 
          5.7.5     RETIREMENT OF CONVERTED SHARES.  Shares of Class C Common
Stock and Class D Common Stock converted into Class A Common Stock shall be
retired and cancelled, and shall not be reissued.
 
          5.7.6     RESERVATION OF SHARES OF CLASS A COMMON STOCK.  Such
number of shares of Class A Common Stock as may from time to time be required
for such purpose shall be reserved for issuance upon conversion of
outstanding shares of Class C Common Stock and of Class D Common Stock.
 
          5.7.7     MERGERS, CONSOLIDATIONS, SALES OF ASSETS.  In the case of
a merger or consolidation which reclassifies or changes the shares of Common
Stock, or in the case of the consolidation or merger of the Corporation with
or into another corporation or corporations or the transfer of all or
substantially all of the assets of the Corporation to another corporation or
corporations, each share of Class C Common Stock and each share of Class D
Common Stock shall thereafter be convertible into the number of shares of
stock or other securities or property to which a holder of the number of
shares of Class A Common Stock into which each share of Class C Common Stock
and each share of Class D Common Stock is then convertible would have been
entitled upon such reclassification, change, consolidation, merger or
transfer, and, in any such case, appropriate adjustment (as determined in
good faith by the Corporation's Board of Directors) may be made in the
application of the provisions herein set forth with respect to the rights and
interests thereafter of the holders of the Class C Common Stock and Class D
Common Stock to the end that the provisions set forth herein shall thereafter
be applicable, as nearly as reasonably may be practicable, in relation to any
shares of stock or other securities on property thereafter deliverable upon
the conversion of shares of Class C Common Stock and Class D Common Stock.
In case of any such merger or consolidation, the resulting or surviving
corporation (if not the Corporation) shall expressly assume the obligation to
deliver, upon conversion of the Class C Common Stock and Class D Common
Stock, such stock or other securities or property as the holders of the Class
C Common Stock and Class D Common Stock remaining outstanding shall be
entitled to receive pursuant to the provisions hereof, and to make provisions
for the protection of the conversion rights provided for in this ARTICLE V.
 
          5.8  NO INTERFERENCE.  Except as otherwise provided in ARTICLE X of
this Amended and Restated Certificate of Incorporation, the Corporation will
not close its books against the transfer of any share of Common Stock or of
any of the shares of Common Stock issued or issuable upon the conversion of
such shares of Common Stock in any manner which interferes with the timely
conversion of any of such shares.
 
                                    ARTICLE VI.
 
                                     EXISTENCE
 
     The Corporation is to have a perpetual existence.
 
                                   ARTICLE VII.
 
                                       -15-
<PAGE>
 
                                 GENERAL PROVISIONS
 
          7.1  REGISTRATION OF TRANSFER OF CAPITAL STOCK. The Corporation
shall maintain, or cause to be maintained, a register for the registration of
Capital Stock. Upon the surrender of any certificate representing Capital
Stock at such place, the Corporation shall, at the request of the record
holder of such certificate, execute and deliver (at the Corporation's
expense) a new certificate or certificates in exchange therefor representing
in the aggregate the number of shares represented by the surrendered
certificate or certificates. Each such new certificate shall be registered in
such name and shall represent such number of shares as is requested by the
holder of the surrendered certificate and shall be substantially identical in
form to the surrendered certificate, and dividends shall accrue on the
Capital Stock represented by such new certificate from the date to which
dividends have been fully paid on such Capital Stock represented by the
surrendered certificate. The issuance of new certificates shall be made
without charge to the original holders of the surrendered certificates for
any issuance tax in respect thereof or other cost incurred by the Corporation
in connection with such issuance.
 
          7.2  REPLACEMENT. Upon receipt of evidence reasonably satisfactory
to the Corporation (an affidavit of the registered holder shall be
satisfactory) of the ownership and the loss, theft, destruction or mutilation
of any certificate evidencing shares of any class or series of Capital Stock,
and in the case of any such loss, theft or destruction, upon receipt of an
indemnity reasonably satisfactory to the Corporation (provided that if the
holder is a financial institution or other institutional investor its own
agreement shall be satisfactory), or, in the case of any such mutilation upon
surrender of such certificate, the Corporation shall (at its expense) execute
and deliver in lieu of such certificate a new certificate of like kind
representing the number of shares of such class or series represented by such
lost, stolen, destroyed or mutilated certificate and dated the date of such
lost, stolen, destroyed or mutilated certificate, and dividends shall accrue
on the Capital Stock represented by such new certificate from the date to
which dividends have been fully paid on such lost, stolen, destroyed or
mutilated certificate.
 
          7.3  ISSUANCE OF CAPITAL STOCK. The shares of all classes and
series of Capital Stock of the Corporation may be issued by the Corporation
from time to time for such consideration as from time to time may be fixed by
the Board of Directors of the Corporation, provided that shares having a par
value shall not be issued for a consideration less than such par value, as
determined by the Board. At any time, or from time to time, the Corporation
may grant rights or options to purchase from the Corporation any shares of
its Capital Stock of any class or series (other than Class B Common Stock) to
run for such period of time, for such consideration, upon such terms and
conditions, and in such form as the Board of Directors of the Corporation may
determine. The Board of Directors of the Corporation shall have authority, as
provided by law, to determine that only a part of the consideration which
shall be received by the Corporation for the shares of its Capital Stock
having a par value be capital provided that the  amount of the part of such
consideration so determined to be capital shall at least be equal to the
aggregate par value of such shares. The excess, if any, at any time of the
total net assets of the Corporation over the amount so determined to be
capital, as aforesaid, shall be surplus. All classes and series of Capital
Stock of the Corporation shall be and remain at all times nonassessable.
 
     The Board of Directors of the Corporation is hereby expressly
authorized, in its discretion, in connection with the issuance of any
obligations or Capital Stock (other than Class
 
                                       -16-
<PAGE>
 
B Common Stock) of the Corporation (but without intending hereby to limit its
general power so to do in other cases), to grant rights or options to
purchase Capital Stock of the Corporation of any class or series upon such
terms and during such period as the Board of Directors of the Corporation
shall determine, and to cause such rights to be evidenced by such warrants or
other instruments as it may deem advisable.
 
          7.4  INSPECTION OF BOOKS AND RECORDS. The Board of Directors of the
Corporation shall have power from time to time to determine to what extent
and at what times and places and under what conditions and regulations the
accounts and books of the Corporation, or any of them shall be open to the
inspection of the stockholders; and no stockholder shall have any right to
inspect any account or book or document of the Corporation, except as
conferred by law, unless and until authorized so to do by resolution of the
Board of Directors or the stockholders of the Corporation.
 
          7.5  LOCATION OF MEETINGS, BOOKS AND RECORDS. Except as otherwise
provided in the Bylaws, the stockholders of the Corporation and the Board of
Directors of the Corporation may hold their meetings and have an office or
offices outside of the State of Oklahoma, and, subject to the provisions of
the laws of said State, may keep the books of the Corporation outside of said
State at such places as may, from time to time, be designated by the Board of
Directors.
 
                                   ARTICLE VIII.
 
                                     AMENDMENTS
 
     The Corporation reserves the right to amend, alter, change or repeal any
provision contained in this Amended and Restated Certificate of Incorporation
in the manner now or hereinafter prescribed herein and by the laws of the
State of Oklahoma, and all rights conferred upon stockholders herein are
granted subject to this reservation.
 
     Notwithstanding anything contained in this Amended and Restated
Certificate of Incorporation to the contrary, (i) the affirmative vote of the
holders of at least sixty-six and two-thirds percent (66-2/3%) of the issued
and outstanding Class A Common Stock and Class B Common Stock having voting
power, voting together as a single class, shall be required to amend, repeal
or adopt any provision inconsistent with ARTICLES VIII, IX, X AND XI of this
Amended and Restated Certificate of Incorporation and (ii) the affirmative
vote of the holders of at least a majority of the outstanding shares of Class
A Common Stock and the affirmative vote of the holders of at least a majority
of the outstanding shares of Class B Common Stock, each voting separately as
a class, shall be required to amend any other Article of this Amended and
Restated Certificate of Incorporation.
 
                                    ARTICLE IX.
 
                              LIMITATION OF LIABILITY
 
          9.1  LIMITATION OF LIABILITY.  To the fullest extent permitted by
the Act as it now exists or may hereafter be amended (but, in the case of any
such amendment, only to the extent that such amendment permits the
Corporation to provide broader indemnification rights than permitted as of
the date this Amended and  Restated Certificate of Incorporation is filed
with the
 
                                       -17-
<PAGE>
 
State of Oklahoma), and except as otherwise provided by the Act or in the
Corporation's Bylaws, no director of the Corporation shall be liable to the
Corporation or its stockholders for monetary damages arising from a breach of
fiduciary duty owed to the Corporation or its stockholders.  Any repeal or
modification of the foregoing paragraph by the stockholders of the
Corporation shall not adversely affect any right or  protection of a director
of the Corporation existing at the time of such repeal or modification.
 
          9.2  RIGHT TO INDEMNIFICATION. Each person who was or is made a
party or is threatened to be made a party to or is otherwise involved
(including involvement as a witness) in any action, suit or proceeding,
whether civil, criminal, administrative or investigative, other than an
action, suit or proceeding by or in the right of the Corporation
(hereinafter, a "proceeding"), by reason of the fact that he or she is or was
a director or officer of the  Corporation or, while a director or officer of
the Corporation, is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation (including any
subsidiary of the Corporation) or of a partnership, joint venture, trust or
other enterprise, including service with respect to an employee benefit plan
(hereinafter, an "indemnitee"), where the basis of such proceeding is an
alleged action in an official capacity as a director or officer or in any
other capacity while serving as a director or officer,  shall be indemnified
and held harmless by the Corporation to the fullest extent authorized by the
Act, as the same exists or may hereafter be amended (but, in the case of any
such amendment, only to the extent that such amendment permits the
Corporation to provide for broader indemnification rights than permitted as
of the date this Amended and Restated Certificate of Incorporation is  filed
with the State of Oklahoma), against all expense, liability and loss
(including attorneys' fees, judgments, fines, excise taxes or penalties and
amounts paid in settlement) reasonably incurred or suffered by such
indemnitee in connection with the action, suit or proceeding, therewith and
such indemnification shall continue as to an indemnitee who has ceased to be
a director, officer, employee or agent and shall inure to the benefit of the
indemnitee's heirs, executors and administrators; provided, however, that
except as provided in SECTION 9.3 of this ARTICLE IX with respect to
proceedings to enforce rights to indemnification, the Corporation shall
indemnify any such indemnitee in connection with a proceeding (or part
thereof) initiated by such indemnitee only if such proceeding (or part
thereof) was authorized by the Board of Directors of the Corporation. The
right to indemnification conferred in this SECTION 9.2 of this ARTICLE IX
shall be a contract right and shall include the obligation of the Corporation
to pay the expenses incurred in defending any such proceeding in advance of
its final disposition (hereinafter, an "advance of expenses"); provided,
however, that if and to the extent that the Board of Directors of the
Corporation requires, an advance of expenses incurred by an indemnitee in his
or her capacity as a director or officer (and not in any other capacity in
which service was or is rendered by such indemnitee, including, without
limitation, service to an employee benefit plan) shall be made only upon
delivery to the Corporation of an undertaking (hereinafter, an
"undertaking"), by or on behalf of such indemnitee, to repay all amounts so
advanced if it shall ultimately be determined by final judicial decision from
which there is no further right to appeal (hereinafter a "final
adjudication") that such indemnitee is not entitled to be indemnified for
such expenses under this Section or otherwise. The Corporation may, by action
of its Board of Directors, provide indemnification to employees and agents of
the Corporation with the same or lesser scope and effect as the foregoing
indemnification of directors and officers.
 
                                       -18-
<PAGE>
 
          9.3  PROCEDURE FOR INDEMNIFICATION. Any indemnification of a
director or officer of the Corporation or advance of expenses under SECTION
9.2 of this ARTICLE IX shall be made promptly, and in any event within
forty-five days (or, in the case of an advance of expenses, twenty days) upon
the written request of the director or officer. If a determination by the
Corporation that the director or officer is entitled to indemnification
pursuant to this ARTICLE IX is required, and the Corporation fails to respond
within sixty days to a written request for indemnity, the Corporation shall
be deemed to have approved the request. If the Corporation denies a written
request for indemnification or advance of expenses, in whole or in part, or
if payment in full pursuant to such request is not made within forty-five
days (or, in the case of an advance of expenses, twenty days), the right to
indemnification or advances as granted by this ARTICLE IX shall be
enforceable by the director or officer in any court of competent
jurisdiction. Such person's costs and expenses incurred in connection with
successfully establishing his or her right to indemnification, in whole or in
part, in such action shall also be indemnified by the Corporation. It shall
be a defense to any such action (other than an  action brought to enforce a
claim for the advance of expenses where the undertaking required pursuant to
SECTION 9.2 of this ARTICLE IX, if any, has been tendered to the Corporation)
that the claimant has not met the standards of conduct which make it
permissible under the Act for the Corporation to indemnify the claimant for
the amount claimed, but the burden of such defense shall be on the
Corporation. Neither the failure of the Corporation (including its Board of
Directors, independent legal counsel, or its stockholders) to have made a
determination prior to the commencement of such action that indemnification
of the claimant is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in the Act, nor an actual
determination by the Corporation (including its Board of Directors,
independent legal counsel, or its stockholders) that the claimant has not met
such applicable standard of conduct, shall be a defense to the action or
create a presumption that the claimant has not met the applicable standard of
conduct. The procedure for indemnification of other employees and agents for
whom indemnification is provided pursuant to SECTION 9.2 of this ARTICLE IX
shall be the same procedure set forth in this Section for directors or
officers, unless otherwise set forth in the action of the Board of Directors
of the Corporation providing for indemnification for such employee or agent.
 
          9.4  INSURANCE. The Corporation may purchase and maintain insurance
on its own behalf and on behalf of any person who is or was a director,
officer, employee or agent of the Corporation or was serving at the request
of the Corporation as a director, officer, employee or agent of another
Corporation (including any subsidiary of the Corporation), partnership, joint
venture, trust or other enterprise against any expense, liability or loss
asserted against him or her and incurred by him or her in any such capacity,
whether or not the Corporation would have the power to indemnify such person
against such expenses, liability or loss under the Act.
 
          9.5  SERVICE FOR SUBSIDIARIES. Any director, officer, employee or
agent of the Corporation serving as a director, officer, employee or agent of
another corporation, partnership, limited liability company, joint venture or
other enterprise, at least 50% of whose equity interests are owned by the
Corporation (hereinafter, a "subsidiary" for this ARTICLE IX) shall be
conclusively presumed to be serving in such capacity if requested to do so by
the Corporation.
 
          9.6  RELIANCE. Persons who after the date of the adoption of this
provision are directors or officers of the Corporation or who, while a
director,  officer, employee or agent of the
 
                                       -19-
<PAGE>
 
Corporation, or who serves as a director, officer, employee or agent of a
subsidiary, shall be conclusively presumed to have relied on the rights to
indemnity, advance of expenses and other rights contained in this ARTICLE IX
in entering into or continuing such service. The rights to indemnification
and to the advance of expenses conferred in this ARTICLE IX shall apply to
claims made against an indemnitee arising out of acts or omissions which
occurred or occur both prior and subsequent to the adoption hereof.
 
          9.7  NON-EXCLUSIVITY OF RIGHTS. The rights to indemnification and
to the advance of expenses conferred in this ARTICLE IX shall not be
exclusive of any other right which any person may have or hereafter acquire
under this Amended and Restated Certificate of Incorporation or under any
statute, Bylaw, agreement, vote of stockholders or disinterested directors or
otherwise.
 
          9.8  MERGER OR CONSOLIDATION. For purposes of this ARTICLE IX,
references to "the Corporation" shall include any constituent corporation
(including any constituent of a constituent) absorbed into the Corporation in
a consolidation or merger which, if its separate existence had continued,
would have had power and authority to indemnify its directors, officers, and
employees or agents, so that any person who is or was a director, officer,
employee or agent of such constituent corporation, or is or was serving at
the request of such constituent corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise, shall stand in the same position under this ARTICLE IX with
respect to the resulting or surviving corporation as he or she would have
with respect to such constituent corporation if its separate existence had
continued.
 
                                     ARTICLE X.
 
                             ALIEN OWNERSHIP OF STOCK
 
          10.1 APPLICABILITY. This ARTICLE X shall be applicable to the
Corporation so long as the provisions of Section 310 of the Communications
Act of 1934, as the same may be amended from time to time (the
"Communications Act") (or any successor, provisions thereto) are applicable
to the Corporation. As used herein, the term "alien" shall have the meaning
ascribed thereto by the Federal Communications Commission ("FCC") on the date
hereof and in the future as Congress or the FCC may change such meaning from
time to time. If the provisions of Section 310 of the Communications Act (or
any successor provisions thereto) are amended, the restrictions in this
ARTICLE X shall be amended in the same way, and as so amended, shall apply to
the Corporation. The Board of Directors of the Corporation may make such
rules and regulations as it shall deem necessary or appropriate to enforce
the provisions of this ARTICLE X.
 
          10.2 VOTING. Except as otherwise provided by law, not more than
twenty-five percent of the aggregate number of shares of Capital Stock of the
Corporation outstanding in any class or series entitled to vote on any matter
before a meeting of stockholders of the Corporation shall at any time be held
for the account of aliens or their representatives or for the account of a
foreign government or representative thereof, or for the account of any
corporation organized under the laws of a foreign country.
 
                                       -20-
<PAGE>
 
          10.3 STOCK CERTIFICATES. Shares of Capital Stock issued to or held
by or for the account of aliens and their representatives, foreign
governments and representatives thereof, and corporations organized under the
laws of foreign countries shall be represented by Foreign Share Certificates.
All other shares of Capital Stock shall be represented by Domestic Share
Certificates. All of such certificates shall be in such form not inconsistent
with this Amended and Restated Certificate of Incorporation as shall be
prepared or approved by the Board of Directors of the Corporation.
 
          10.4 LIMITATION ON FOREIGN OWNERSHIP. Except as otherwise provided
by law, not more than twenty-five percent of the aggregate number of shares
of Capital Stock of the Corporation outstanding shall at any time be owned of
record by or for the account of aliens or their representatives or by or for
the account of a foreign government or representatives thereof, or by or for
the account of any corporation organized under the laws of a foreign country.
Shares of Capital Stock shall not be transferable on the books of the
Corporation to aliens or their representatives, foreign governments or
representatives thereof, or corporations organized under the laws of foreign
countries if, as a result of such transfer, the aggregate number of shares of
Capital Stock owned by or for the account of aliens and their
representatives, foreign governments and representatives thereof, and
corporations organized under the laws of foreign countries shall be more then
twenty-five percent of the number of shares of Capital Stock then
outstanding. If it shall be found by the Corporation that Capital Stock
represented by a Domestic Share Certificate is, in fact, held by or for the
account of aliens or their representative, foreign governments or
representatives thereof, or corporations organized under the laws of foreign
countries, then such Domestic Share Certificate shall be canceled and a new
certificate representing such Capital Stock marked "Foreign Share
Certificate" shall be issued in lieu thereof, but only to the extent that
after such issuance the Corporation shall be in compliance with this ARTICLE
X; provided, however, that if, and to the extent, such issuance would violate
this ARTICLE X, then, the holder of such Capital Stock shall not be entitled
to vote, to receive dividends, or to have any other rights with regard to
such Capital Stock to such extent, except the right to transfer such Capital
Stock to a citizen of the United States.
 
          10.5 TRANSFER OF FOREIGN SHARE CERTIFICATES. Any Capital Stock
represented by Foreign Share Certificates may be transferred either to aliens
or non-aliens. In the event that any Capital Stock represented by a
certificate marked "Foreign Share Certificate" is sold or transferred to a
non-alien, then such non-alien shall be required to exchange such certificate
for a certificate marked "Domestic Share Certificate." If the Board of
Directors of the Corporation reasonably determines that a Domestic Share
Certificate has been or is to be transferred to or for the account of aliens
or their representatives, foreign governments or representatives thereof, or
corporations organized under the laws of foreign countries, the Corporation
shall issue a new certificate for the shares of Capital Stock transferred to
the transferee marked "Foreign Shares Certificate", cancel the old Domestic
Share Certificate, and record the transaction upon its books, but only to the
extent that after such transfer is complete, the Corporation shall be in
compliance with this ARTICLE X.
 
     Notwithstanding any other provision of this Amended and Restated
Certificate of Incorporation, the transfer or conversion of the Corporation's
Capital Stock, whether voluntary or involuntary, shall not be permitted, and
shall be ineffective, if such transfer or conversion would (i) violate (or
would result in violation of) the Communications Act or any of the rules or
 
                                       -21-
<PAGE>
 
regulations promulgated thereunder or (ii) require the prior approval of the
FCC, unless such prior approval has been obtained.
 
                                    ARTICLE XI.
 
                                 BOARD OF DIRECTORS
 
          11.1 MANAGEMENT BY BOARD OF DIRECTORS. The business and affairs of
the Corporation shall be under the direction of the Board of Directors.
 
          11.2 NUMBERS OF DIRECTORS. The number of directors which shall
constitute the whole board shall be not less than three nor more than fifteen
(plus such number of additional directors as the holders of Preferred Stock
from time to time may be entitled to elect), and, except with respect to
directors entitled to be elected by holders of Preferred Stock, shall be
determined by resolution adopted by a vote of a majority of the entire board,
or at an annual or special meeting of stockholders by the affirmative vote of
the holders of sixty-six and two-thirds percent (66-2/3%) of the total
combined voting power of the Common Stock entitled to vote generally in the
election of directors voting together as a single class.  The directors
elected by the holders of Common Stock shall be divided into three classes,
as nearly equal in number as may be practicable, to serve in the first
instance until the annual meeting of stockholders to be held in 2001, 2002
and 2003, respectively, and until their successors shall be elected and shall
qualify.  At each annual meeting of stockholders beginning with the annual
meeting in 2001, the successors to the class of directors whose terms expire
at that time, shall be elected to serve for a term of three years and until
their successors shall be elected and shall qualify.  In the event of any
increase or decrease in the number of directors, the additional or eliminated
directorships shall be so classified so that all classes of directors shall
remain or become equal in number, as nearly as may be practicable.  Each
director shall hold office for the term for which he is elected or appointed
and until his successor shall be elected and shall qualify, or until his
death, or until he shall resign or be removed.  The successors to the class
of directors whose terms expire shall be elected at the annual meeting of
stockholders; and those persons who receive the highest number of votes shall
be deemed to have been elected.  No reduction in number shall have the effect
of removing any director prior to the expiration of his term. The number of
directors of the Corporation may, from time to time, be increased or
decreased in such manner as may be provided in the Bylaws of the Corporation.
 
          11.3 ELECTION OF DIRECTORS. Election of directors need not be by
written ballot unless otherwise provided in the Bylaws.
 
          11.4 EXPRESS AUTHORIZATION. In furtherance and not in limitation of
the powers conferred by statute, the Board of Directors is expressly
authorized:
 
                      (a)     To adopt, amend or repeal the Bylaws of the
          Corporation; but the powers of such directors in this regard shall
          at all times be subject to the rights of the stockholders to alter
          or repeal such Bylaws at any meeting of stockholders;
 
                      (b)     To authorize and cause to be executed or granted
          mortgages, security interests and liens upon the real and personal
          property of the Corporation;
 
                                       -22-
<PAGE>
 
                      (c)     To set apart out of any of the funds of the
          Corporation available for dividends a reserve or reserves for any
          proper purpose and to abolish any such reserve in the manner in
          which it was created;
 
                      (d)     By a majority of the whole Board of Directors, to
          designate one or more committees, each committee to consist of one
          (1) or more of the directors of the Corporation. The board may
          designate one (1) or more directors as alternate members of any
          committee, who may replace any absent or disqualified member at any
          meeting of the committee. Any such committee, to the extent provided
          in the resolution or in the Bylaws of the Corporation, shall have and
          may exercise the powers of the Board of Directors in the management of
          the business and affairs of the Corporation, and may authorize the
          seal of the Corporation to be affixed to all papers which may
          require it; provided, however, the Bylaws may provide that in the
          absence or disqualification of any member of such committee or
          committees, the member or members thereof present at any meeting
          and not disqualified from voting, whether or not he or they
          constitute a quorum, may unanimously appoint another member of the
          Board of Directors to act at the meeting in the place of any such
          absent or disqualified member; and
 
              When and as authorized by the affirmative vote of the holders
          of Common Stock representing a majority of the total combined
          voting power of all classes of Common Stock, issued and outstanding
          and entitled to vote generally, given at a stockholders' meeting
          duly called upon such notice as is required by law, or when
          authorized by the written consent of the holders of a majority of
          the voting power of all classes of Common Stock issued and
          outstanding and entitled to vote, or as otherwise required by the
          Act, to sell, lease or exchange all or substantially all of the
          property and assets of the Corporation, including its goodwill and
          its corporate franchises, upon such terms and conditions and for
          such consideration, which may consist in whole or in part of other
          securities of, any other corporation or corporations, as the Board
          of Directors shall deem expedient and for the best interests of the
          Corporation.
 
                                    ARTICLE XII.
 
                                       BYLAWS
 
          12.1 BYLAWS. In furtherance and not in limitation of the powers
conferred by statute, the Board of Directors is expressly authorized to
adopt, repeal, alter, amend or rescind the Bylaws of the Corporation. In
addition, the Bylaws of the Corporation may be adopted, repealed, altered,
amended, or rescinded by the affirmative vote of the holders of Common Stock
representing sixty-six and two-thirds percent (66-2/3%) of the total combined
voting power of all classes of Common Stock entitled to vote generally in the
election of directors, issued and outstanding and entitled to vote thereon.
 
     IN WITNESS WHEREOF, Dobson Communications Corporation has caused its
corporate seal to be hereunto affixed and this Amended and Restated
Certificate of Incorporation to be signed
 
                                       -23-
<PAGE>
 
by Everett R. Dobson, its President and attested by Stephen T. Dobson, its
Secretary, this _____ day of _________________, 2000.
 
 
                                       DOBSON COMMUNICATIONS CORPORATION
 
 
 
                                       ---------------------------------
                                       Ronald L. Ripley, Vice President
 
Attest:
 
 
- ----------------------------------
Trent LeForce, Assistant Secretary
 
 
 
 
                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                        DOBSON COMMUNICATIONS CORPORATION
 
         Dobson Communications Corporation, an Oklahoma corporation (the
"Corporation"),
 
DOES HEREBY CERTIFY:
 
         FIRST: That the Corporation's Board of Directors, by the unanimous
written consent of its members, filed with the minutes of the board, duly
adopted resolutions setting forth a proposed amendment to the Amended and
Restated Certificate of Incorporation of the Corporation, declaring said
amendment to be advisable, and recommending that the stockholders of the
Corporation approve the amendment.
 
         SECOND: Section 11.2 of the Corporation's Amended and Restated
Certificate of Incorporation is amended to read in its entirety as follows:
 
         11.2 Number of Directors. The number of directors which shall
constitute the whole board shall be not less than three nor more than fifteen
(plus such number of additional directors as the holders of Preferred Stock from
time to time may be entitled to elect), and, except with respect to directors
entitled to be elected by holders of Preferred Stock, shall be determined by
resolution adopted by a vote of a majority of the entire board, or at an annual
or special meeting of stockholders by the affirmative vote of the holders of
sixty-six and two-thirds percent (66-2/3%) of the total combined voting power of
the Common Stock entitled to vote generally in the election of directors voting
together as a single class. The directors elected by the holders of Common Stock
have been divided into three classes, which classes are designated as Class I,
Class II and Class III, respectively. The directors whose terms expire in 2004
are designated as Class I directors; the directors whose terms expire in 2005
are designated as Class II directors, and the directors whose terms expire in
2006 are designated as Class III directors. At each annual meeting of
stockholders, the successors to the class of directors whose terms expire at
that time shall be designated as the same class of directors as their
predecessors and, except as otherwise set forth in this Amended and Restated
Certificate of Incorporation, shall be elected by the holders of Class A Common
Stock and Class B Common Stock voting together as a single class to serve for a
term of three years and until their successors shall be elected and shall
qualify. In the event of any increase or decrease in the number of directors,
the additional or eliminated directorships shall be so classified so that all
classes of directors shall remain or become equal in number, as nearly as may be
practicable. Each director shall hold office for the term for which he is
elected or appointed and until his successor shall be elected and shall qualify,
or until his death, or until he shall resign or be removed. The successors to
the class of directors whose terms expire shall be elected as set forth herein
at the annual meeting of stockholders; and those persons who receive the highest
number of votes by the holders of the class or classes of Common Stock entitled
to vote in the election of such directors shall be deemed to have been elected.
No reduction in number shall have the effect of removing any director prior to
the expiration of his term. The number of directors of the Corporation may, from
 
 
 
 
<PAGE>
 
time to time, be increased or decreased in such manner as may be provided in the
Bylaws of the Corporation.
 
         THIRD: Section 11.3 of the Corporation's Amended and Restated
Certificate of Incorporation is amended to read in its entirety as follows:
 
         11.3 Election of Directors.
 
               11.3.1 Written Ballot. Election of directors need not be by
written ballot unless otherwise provided in the Bylaws.
 
               11.3.2 Class A Directors. Immediately upon the filing of this
Certificate of Amendment of Certificate of Incorporation with the Oklahoma
Secretary of State, one Class II director and one Class III director shall each
be designated by the Board as a "Director Designated by Class A Holders," and,
notwithstanding anything to the contrary set forth in Article V of this
Certificate of Incorporation, the following shall apply:
 
               (A) at each annual meeting of stockholders at which the term of a
Director Designated by Class A Holders is scheduled to expire, beginning with
the annual meeting of stockholders in 2005, the successor to the Director
Designated by Class A Holders whose term is scheduled to expire at such meeting
shall be designated as a "Director Designated by Class A Holders" and shall be
elected by the holders of Class A Common Stock, voting as a separate class, to
serve for a term of three years and until his or her successor shall be elected
and shall qualify;
 
               (B) in the event of a vacancy created by the death, resignation
or removal of a Director Designated by Class A Holders, the remaining Director
Designated by Class A Holders shall appoint an interim Director Designated by
Class A Holders to serve until the next annual meeting of stockholders, at which
time a new Director Designated by Class A Holders shall be elected by vote of
the holders of Class A Common Stock, voting as a separate class, to serve for
the remainder of the vacated term and until his or her successor shall be
elected and shall qualify;
 
               (C) in the event of vacancies at the same time of both of the
positions of the Directors Designated by Class A Holders, the Board of Directors
shall call and hold as soon as practicable a special meeting of stockholders at
which time two new Directors Designated by Class A Holders will be elected by
the holders of Class A Common Stock, voting as a separate class, to serve the
remainder of the vacated terms and until his or her successor shall be elected
and shall qualify; and
 
               (D) at any time after the annual meeting of stockholders in 2006,
the right of the holders of Class A Common Stock to elect the Directors
Designated by Class A Holders and to fill any vacancy created by the death,
resignation or removal of a Director Designated by Class A Holders shall
terminate upon the occurrence of the later to occur of the following events: (i)
the outstanding shares of Class B Common Stock represent less than 25% of the
total combined voting power of the Corporation's voting stock and (ii) the
outstanding shares of Class A Common Stock and Class B Common Stock beneficially
owned by the Dobson Family (as hereinafter defined), Dobson CC Limited
Partnership, an Oklahoma limited partnership, and their respective affiliates
(collectively, the "Dobson Group"), together with any person(s) with
 
 
 
 
 
 
<PAGE>
 
whom any such member of the Dobson Group has or enters into a voting or similar
agreement or forms a "group" as used in Section 13(d) of the Securities Exchange
Act of 1934, as amended, represent less than 25% of the total combined voting
power of the Corporation's voting stock for a period of 90 consecutive days.
 
               For purposes of this Section 11.3.2, the term "Dobson Family"
means (i) each of Russell L. Dobson, Everett R. Dobson, Stephen T. Dobson, (ii)
each such person's spouse and (iii) any parent or grandparent and any lineal
descendant (including any adopted child) of any parent or grandparent of such
person or of his spouse.
 
               FIFTH: That, thereafter, the stockholders voted in favor of the
amendment pursuant to written consent given in accordance with the provisions of
Section 1073 of the Oklahoma General Corporation Act, and written notice has
been given to those stockholders who have not consented in writing as provided
for in Section 1073 of the Oklahoma General Corporation Act.
 
               SIXTH: That said amendment was duly adopted in accordance with
the provisions of Section 1077 of the Oklahoma General Corporation Act.
 
               IN WITNESS WHEREOF, the Corporation has caused this certificate
to be signed by its Vice President and attested to by its Assistant Secretary on
August 18, 2003.
 
 
 
 
                                         --------------------------------------
                                         /s/ Ronald L. Ripley, Vice President
 
 
Attest:
 
 
 
-------------------------------------
/s/ Trent LeForce, Assistant Secretary