CFW COMMUNICATIONS CO, 424B3, 2000-10-31

CFW COMMUNICATIONS CO
424B3, 2000-10-31
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)

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Filed Pursuant to Rule 424(b)(3)
File No. 333-43244

[LOGO]
[LOGO]
Dear CFW Communications Company Shareholders and R&B Communications, Inc.
Shareholders:

The boards of directors of CFW Communications Company and R&B
Communications, Inc. have approved a merger agreement under which R&B will
become wholly owned subsidiary of CFW Communications Company. We are convinced
that this transaction will enable us to achieve our strategic goals and
enhance our market position as an integrated communications services provider
more quickly than either CFW or R&B could have achieved on their own.

The merger will be a tax-free merger in which each share of common stock of
R&B outstanding immediately before the effective time of the merger will be
converted into 60.27 shares of CFW common stock.

Each of us will hold a meeting of our shareholders to vote on proposals
concerning the merger. R&B will hold a meeting of its shareholders to vote on
a proposal to approve the merger agreement. CFW will hold a meeting of its
shareholders to vote on proposals concerning the merger as well as proposals
related to modifying terms of its preferred stock and changing its name from
CFW to NTELOS Inc.

Your vote is very important. Whether or not you plan to attend your
shareholders' meeting, please take the time to vote by completing and mailing
the enclosed proxy card to us in accordance with the instructions on the proxy
form. We cannot complete the merger unless the R&B shareholders adopt the
merger agreement and the CFW shareholders approve the CFW proposals concerning
the merger.

Directors, related persons and major shareholders of R&B, who hold
approximately 69% of R&B's common stock, have contracted to vote in favor of
the merger. Since more than two-thirds of the outstanding shares of R&B common
stock is all that is required to approve the merger, R&B shareholder approval
of the merger is assured. As a result, any R&B shareholder who opposes the
merger and does not wish to receive CFW shares in the merger should exercise
their dissenter's rights as a remedy. Even if we obtain the approvals
mentioned in the preceding paragraph, under the merger agreement, CFW may
terminate the merger before its completion if more than 5% of R&B shareholders
dissent from the merger.

The dates, times and places of the meetings are as follows:

For CFW Communications Company For R&B Communications, Inc.
Shareholders: Shareholders:
December 4, 2000, 11:00 a.m., local December 6, 2000, 10:00 a.m., local
time time
Holiday Inn 1900 Roanoke Road
Intersection of Route 275 and I-81 Daleville, Virginia 24083
North of Staunton, Virginia

This document provides you with detailed information about these meetings
and the proposed merger as well as the additional CFW proposals. You can also
get information about CFW from publicly available documents that CFW has filed
with the Securities and Exchange Commission. We encourage you to read this
entire document carefully and thoughtfully, including the section entitled
"Risk Factors" on pages 16 through 23. We strongly support this combination of
our companies and join with the members of our boards of directors in
enthusiastically recommending that you vote in favor of the merger.
[sig] [sig]
James S. Quarforth J. Allen Layman
Chairman of the Board and Chief President and Chief Executive Officer
Executive Officer CFW R&B Communications, Inc.
Communications Company

Each Vote is Important.
Please Complete, Sign, Date and Return Your Proxy.

Neither the Securities and Exchange Commission nor any state securities
regulator has approved or disapproved this document or these securities or
determined if this document is accurate or adequate. Any representation to
the contrary is a criminal offense.

This joint proxy statement/prospectus is dated October 25, 2000 and we will
first mail it on or about October 30, 2000.
<PAGE>

This document is the joint proxy statement of R&B and CFW for their special
meetings and the prospectus of CFW for the common stock to be issued in the
merger. This document gives you detailed information about the proposed
merger, and with respect to the CFW shareholders, the additional proposals
they will be asked to approve. This joint proxy statement/prospectus
incorporates by reference to other documents important business and financial
information about CFW that is not included in this joint proxy
statement/prospectus. See "Where You Can Find More Information" on page 115
for additional information about CFW on file with the Securities and Exchange
Commission. To obtain timely delivery, R&B and CFW shareholders must request
this information no later than five business days before they make their
investment decision. Therefore, R&B shareholders must request this information
by November 29, 2000 and CFW shareholders must request this information by
November 27, 2000. You may obtain these documents without charge by writing or
calling CFW at the following address and telephone number:

CFW Communications Company
401 Spring Lane, Suite 300
P. O. Box 1990
Waynesboro, Virginia 22980
Attn: Michael B. Moneymaker
Telephone: (540) 946-3500
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[R&B Logo]

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

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

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

The special meeting of shareholders of R&B Communications, Inc. will be held
at 10:00 a.m., Eastern Standard Time, on December 6, 2000 at 1900 Roanoke
Road, Daleville, Virginia 24083. R&B is calling the meeting for the following
purposes:

(1) To consider and vote upon a proposal to approve and adopt the merger
agreement entered into by R&B and CFW, dated as of June 16, 2000; and

(2) To consider such other business as may properly come before the special
meeting, or any adjournments or postponements of the special meeting.

The board of directors of R&B has carefully considered the terms of the
merger agreement and believes that the merger is in the best interests of R&B.
The board of directors of R&B has approved the merger agreement and recommends
that shareholders vote "FOR" adoption of the merger agreement.

The board of directors has fixed the close of business on October 27, 2000,
as the record date for the determination of shareholders entitled to notice
of, and to vote at, the special meeting or any adjournment or postponement of
the special meeting. Only shareholders of record at the close of business on
the record date are entitled to notice of and to vote at the special meeting.
A complete list of shareholders entitled to vote at the meeting will be
available for examination at the special meeting and at R&B's offices at 1900
Roanoke Road, Daleville, Virginia 24083, during ordinary business hours, after
November 29, 2000, for the examination by any R&B shareholder for any purpose
related to the special meeting.

By Order of the Board of Directors,

/s/ J. Allen Layman
J. Allen Layman, President and Chief
Executive Officer

October 25, 2000

Your Vote is Important. Please Complete, Sign, Date and Return the Enclosed
Proxy Card Immediately.

You are cordially invited to attend the special meeting in person. Even if
you plan to be present, you are urged to mark, date, sign and return the
enclosed proxy at your earliest convenience in the envelope provided, which
requires no postage if mailed in the United States. If you attend the special
meeting, you may vote either in person or by your proxy. You may revoke your
proxy at any time before the vote is taken by delivering to the Secretary a
written revocation or a proxy with a later date or by voting your shares in
person at the special meeting.
Please do not send stock certificates with your proxy card.

R&B Shareholders are Entitled to Assert Dissenters Rights Under Article 15
of the Virginia Stock Corporation Act. A Copy of Article 15 is Attached to
this Joint Proxy Statement/Prospectus as Annex D.
<PAGE>

[CFW logo]

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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

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

The special meeting of shareholders of CFW Communications Company will be
held at 11:00 a.m., Eastern Standard Time, on December 4, 2000 at the Holiday
Inn at the intersection of Route 275 and I-81, North of Staunton, Virginia. CFW
is calling the meeting for the following purposes:

(1) In connection with the merger, CFW shareholders will be asked to
approve the following:

. A proposal to approve the issuance of up to 3,716,400 shares of CFW
common stock to R&B shareholders under the merger agreement entered
into by R&B and CFW, dated as of June 16, 2000;

. A proposal to approve an amendment of CFW's Articles of
Incorporation to increase the number of authorized shares of CFW
common stock from 20,000,000 to 75,000,000; and

. A proposal to increase the number of members of CFW's board of
directors to 11 members;

(2) CFW shareholders will be asked to approve a proposal to modify various
terms of CFW's outstanding series B, series C and series D preferred
stock;

(3) CFW shareholders will be asked to approve a proposal to change CFW's
name to NTELOS Inc.; and

(4) CFW shareholders will also be asked to consider such other business as
may properly come before the special meeting, or any adjournments or
postponements of the special meeting.

The board of directors of CFW has carefully considered the terms of the
merger agreement and believes that the merger and each of the proposals listed
above is advisable, fair to, and in the best interests of, CFW and its
shareholders. The board of directors of CFW has unanimously approved the
issuance of up to 3,716,400 shares of CFW common stock to R&B shareholders
under the merger agreement and each of the other proposals listed above and
unanimously recommends that shareholders vote "FOR" approval of each of the
proposals listed above.

The board of directors has fixed the close of business on October 20, 2000,
as the record date for the determination of shareholders entitled to notice of,
and to vote at, the special meeting or any adjournment or postponement of the
special meeting. Only shareholders of record at the close of business on the
record date are entitled to notice of and to vote at the special meeting. A
complete list of shareholders entitled to vote at the meeting will be available
for examination at the special meeting and at CFW's offices at 401 Spring Lane,
Suite 300, Waynesboro, Virginia 22980, during ordinary business hours, after
November 27, 2000, for the examination by any CFW shareholder for any purpose
related to the special meeting.

By Order of the Board of Directors,

/s/ [sig]
James S. Quarforth, Chairman of the
Board and
Chief Executive Officer
October 25, 2000
Your Vote is Important. Please Complete, Sign, Date and Return the Enclosed
Proxy Card Immediately.

TABLE OF CONTENTS

<TABLE>
<S> <C>
QUESTIONS AND ANSWERS...................................................... 1

SUMMARY.................................................................... 3
The Companies............................................................ 3
The Merger............................................................... 3
The Meetings............................................................. 4
Recommendation to Shareholders........................................... 5
Opinion of R&B's Financial Advisor....................................... 5
Opinion of CFW's Financial Advisor....................................... 5
Termination of the Merger Agreement...................................... 6
Termination Fee.......................................................... 6
Material Federal Income Tax Consequences................................. 6
Modifications to Terms of CFW Preferred Stock............................ 6
CFW Market Price Information............................................. 7
R&B Market Price Information............................................. 7
Where You Can Find More Information...................................... 7
Comparative Per Share Data............................................... 8
Selected Historical Consolidated Financial and Operating Data of R&B
Communications, Inc. ................................................... 9
Selected Historical Consolidated Financial Data of CFW Communications
Company................................................................. 10
Supplemental Selected Historical Consolidated Financial and Operating
Data of CFW Communications Company...................................... 11
Summary Historical and Pro Forma Financial Information Data.............. 13

RISK FACTORS............................................................... 16
Risks Related to the Merger.............................................. 16
Risks Related to CFW..................................................... 17

FORWARD-LOOKING STATEMENTS................................................. 24

THE MEETINGS............................................................... 25
Times, Dates and Places.................................................. 25
Purpose of the Meetings.................................................. 25
Record Date; Voting Rights; Votes Required for Approval.................. 26
Proxies.................................................................. 27
Revocation of Proxies.................................................... 28
Solicitation of Proxies.................................................. 28

THE MERGER................................................................. 30
Results of the Merger.................................................... 30
What R&B Shareholders Will Receive....................................... 30
Cash Payments for Fractional Shares of CFW Common Stock.................. 30
Background and Negotiation of the Merger................................. 31
R&B's Reasons for the Merger............................................. 32
CFW's Reasons for the Merger............................................. 33
Recommendations of the Boards of Directors............................... 33
Opinion of R&B's Financial Advisor....................................... 34
Opinion of CFW's Financial Advisor....................................... 40
Interests of Management and Directors of R&B in the Merger............... 45
R&B Voting Agreements.................................................... 46
Material Federal Income Tax Consequences................................. 46
Accounting Treatment..................................................... 47
Regulatory Filings and Approvals Required to Complete the Merger......... 47
Procedures for Exchange of Stock Certificates............................ 48
</TABLE>

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R&B Shareholder Dissenters Rights........................................ 49
Federal Securities Law Consequences; Resale Restrictions................. 51

TERMS AND CONDITIONS OF THE MERGER AGREEMENT............................... 52
The Merger............................................................... 52
Representations and Warranties........................................... 52
Covenants and Agreements as to Certain Matters........................... 53
Additional Agreements.................................................... 54
Conditions to the Merger................................................. 58
Termination of the Merger Agreement...................................... 60
Effect of Termination.................................................... 60
Termination Fees; Expenses............................................... 60
Amendments............................................................... 61

OTHER CFW MERGER PROPOSALS................................................. 62
Approval of an Amendment of CFW's Articles of Incorporation to Increase
the Authorized Number of Shares of Common Stock Issuable by CFW......... 62
Approval of an Increase in the Number of Members of CFW's Board.......... 63

CFW NON-MERGER PROPOSALS................................................... 65
Approval of Modifications to Various Terms of CFW's Outstanding Preferred
Stock................................................................... 65
Approval of Name Change.................................................. 68

DESCRIPTION OF CFW CAPITAL STOCK........................................... 69
General.................................................................. 69
Common Stock............................................................. 69
Preferred Stock.......................................................... 69
Preferred Share Purchase Rights.......................................... 75
Provisions of CFW's Articles and Amended and Restated Bylaws............. 76
Virginia Stock Corporation Act........................................... 77

COMPARISON OF SHAREHOLDERS' RIGHTS......................................... 78
Authorized Capital....................................................... 78
Special Meetings of Shareholders......................................... 78
Shareholder Meetings..................................................... 78
Advance Notice of Nominations of Directors............................... 79
Merger................................................................... 80
Anti-takeover Statutes................................................... 80
Amendments to Articles................................................... 80
Amendments to Bylaws..................................................... 81
Transfer Restrictions.................................................... 81
Shareholder Action by Written Consent.................................... 81
Board of Directors....................................................... 81
Limitation of Director Liability......................................... 82
Indemnification of Directors, Officers and Employees..................... 82

CFW COMMUNICATIONS COMPANY UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL
INFORMATION............................................................... 83

MARKET PRICES AND DIVIDEND INFORMATION..................................... 95

DESCRIPTION OF CFW......................................................... 96
Overview................................................................. 96
Recent Developments...................................................... 96
Directors and Executive Officers......................................... 98
Principal Shareholders................................................... 100
</TABLE>

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<TABLE>
<S> <C>
CERTAIN TRANSACTIONS....................................................... 103
Equity Investment........................................................ 103
Subordinated Notes....................................................... 103
Affiliated Transactions.................................................. 103

DESCRIPTION OF R&B......................................................... 104
Overview................................................................. 104
Management's Discussion and Analysis of Financial Condition and Results
of Operations........................................................... 104

MANAGEMENT OF R&B.......................................................... 110
Directors and Executive Officers......................................... 110
Principal Shareholders................................................... 111
Executive Compensation................................................... 112
Directors' Compensation.................................................. 113
Certain Relationships & Related Transactions............................. 113

LEGAL MATTERS.............................................................. 114

EXPERTS.................................................................... 114
R&B...................................................................... 114
CFW...................................................................... 114

WHERE YOU CAN FIND MORE INFORMATION........................................ 115
CFW...................................................................... 115
R&B...................................................................... 116

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS OF R&B COMMUNICATIONS, INC...... F-1

ANNEX A--AGREEMENT AND PLAN OF MERGER AMONG R&B COMMUNICATIONS, INC., R&B
COMBINATION COMPANY AND CFW COMMUNICATIONS COMPANY (INCLUDING ESCROW
AGREEMENT)................................................................ A-1

ANNEX B--FAIRNESS OPINION OF R&B'S INVESTMENT BANKER....................... B-1

ANNEX C--FAIRNESS OPINION OF CFW'S INVESTMENT BANKER....................... C-1

ANNEX D--ARTICLE 15 OF THE VIRGINIA STOCK CORPORATION ACT.................. D-1

ANNEX E--AMENDMENTS TO ARTICLES OF INCORPORATION OF CFW COMMUNICATIONS
COMPANY INCLUDING TERMS OF SERIES B AND SERIES C PREFERRED STOCK.......... E-1
</TABLE>

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<PAGE>

QUESTIONS AND ANSWERS

Q: What will happen to R&B because of the merger?

A: If the parties complete the merger, R&B will become a wholly owned
subsidiary of CFW.

Q: What will R&B shareholders receive in the merger?

A: R&B shareholders will receive 60.27 shares of CFW common stock in exchange
for each share of R&B common stock which will be subject to deductions from
an escrow account, as described in the "Summary" on page 3.

Q: As an R&B or CFW shareholder, what do I need to do now?

A: After carefully reading and considering the information contained in this
joint proxy statement/prospectus, please complete and sign the R&B or CFW
proxy card, as the case may be, and return it in the enclosed return
envelope as soon as possible so that your shares may be represented at the
special meeting of R&B shareholders or the special meeting of CFW
shareholders, as the case may be.

If you are an R&B shareholder and you sign, date and mail your proxy card
without identifying how you want to vote, your proxy will be counted "FOR"
approval and adoption of the merger. For R&B shareholders, failing to return
a signed proxy card or otherwise vote at the meeting will have the same
effect as a vote against the merger.

If you are a CFW shareholder and you sign, date and mail your proxy card
without identifying how you want to vote, your proxy will be counted "FOR"
approval of the issuance of up to 3,716,400 shares of CFW common stock to
R&B shareholders in the merger and the other CFW proposals. For CFW
shareholders, as long as a quorum is present at the special meeting of CFW
shareholders, failing to return a signed proxy card or otherwise vote at the
meeting will have no effect with respect to approval of any of the CFW
proposals.

Q: As an R&B or CFW shareholder, can I change my vote after I have mailed my
proxy?

A: Yes. You can change your vote at any time before your proxy is voted at the
special meeting of R&B shareholders or the special meeting of CFW
shareholders, as the case may be. You can do this in one of three ways:

1) send a written notice stating that you would like to revoke your proxy;

2) complete and submit a new proxy; or

3) attend the special meeting of R&B shareholders or the special meeting of
CFW shareholders, as the case may be, and vote in person.

If you choose option 1) or 2) you must submit the notice of revocation or
the new proxy to R&B or CFW, as the case may be, at the applicable address
on page 3.

Q: If my shares are held by my stock broker, will my broker vote these shares
on the CFW proposals on my behalf?

A: With respect to CFW shareholders, a broker will vote shares on the CFW
proposals only if you provide your broker with instructions on how to vote.
You should follow the directions provided by your broker regarding how to
instruct your broker to vote the shares.

Q: Should R&B shareholders send in their stock certificates now?

A: No, R&B shareholders should not send in their stock certificates with their
proxies. After the merger is completed, CFW will send written instructions
to each R&B shareholder for exchanging each R&B shareholder's stock
certificates.

Q. Are R&B shareholders entitled to dissenters' rights?

A: Yes. Under Virginia law, which governs the rights of shareholders of R&B,
R&B

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shareholders are entitled to dissenters' rights for their shares if they
dissent from the merger. To exercise your dissenters' rights, R&B
shareholders must generally:

. send the company a written statement of your desire to exercise
appraisal rights; and

. vote against the merger proposal.

Please read the more detailed description of your dissenters' rights on
page 49 and the pertinent provisions of Virginia law attached as Annex D.
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Q: When do R&B and CFW expect the merger to be completed?

A: R&B and CFW are working to complete the merger as quickly as possible. The
R&B shareholders meeting is on December 6, 2000 and the CFW shareholders
meeting is on December 4, 2000 and we expect to complete the merger in the
fourth quarter of 2000.

Q: Who can help answer my questions?

A: If you are an R&B shareholder and have any questions about the merger or if
you need additional copies of this joint proxy statement/prospectus or the
enclosed proxy, you should contact:

R&B Communications, Inc.
1900 Roanoke Road
Daleville, VA 24083
Attn.: J. Allen Layman
Telephone: (540) 966-2200

If you are a CFW shareholder and have any questions about the merger or if
you need additional copies of this joint proxy statement/prospectus or the
enclosed proxy, you should contact:

CFW Communications Company
401 Spring Lane, Suite 300
Waynesboro, VA 22980
Attn.: Michael B. Moneymaker
Telephone: (540) 946-3500

2
<PAGE>

SUMMARY

This summary highlights material information from this joint proxy
statement/prospectus. To understand the merger and related transactions more
fully, and for a more detailed description of the legal terms of the merger,
you should carefully read this entire document. Each item in this summary
refers to the page where that subject is discussed more fully.

The Companies (See pages 96 through 103 for CFW and pages 104 through 113 for
R&B)

CFW Communications Company
401 Spring Lane, Suite 300
P.O. Box 1990
Waynesboro, Virginia 22980
(540) 946-3500

CFW is an integrated communications provider offering a broad range of
wireless and wireline products and services to business and residential
customers in Virginia and West Virginia. CFW is significantly expanding the
scope of the geographic markets that it serves and is focusing its growth
efforts on its core communications products. These products include digital
wireless personal communication services, which we will refer to throughout
this joint proxy statement/prospectus as PCS, dial-up and high-speed Internet
access, high-speed data transmission and local telephone services. CFW is the
managing partner of Virginia PCS Alliance, L.C. and West Virginia PCS Alliance,
L.C. (collectively referred to as the Alliances) and owns 65% and 45% of such
entities, respectively. The Alliances offer wireless communications services in
Virginia and West Virginia.

R&B Communications, Inc.
1900 Roanoke Road
Daleville, Virginia 24083
(540) 966-2200

R&B is an integrated communications provider offering a broad range of
products and services to business and residential customers in the Roanoke and
New River Valleys of Virginia. These communications products and services
include local and long distance telephone, dial-up and high-speed Internet
access, competitive local exchange access, paging and wireless cable
television. R&B owns 26% and 34% of Virginia PCS Alliance, L.C. and West
Virginia PCS Alliance, L.C., respectively.

The Merger (See page 30)

The merger agreement, dated as of June 16, 2000, is attached as Annex A to
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this joint proxy statement/prospectus and is incorporated by reference into
this joint proxy statement/prospectus. R&B and CFW encourage their shareholders
to read the merger agreement because it is the legal document that governs the
merger.

CFW will issue up to 3,716,400 shares of common stock to the R&B shareholders
in the merger. CFW will place 371,640 of these shares into an escrow account
for the purpose of satisfying any valid CFW indemnification claims under the
merger agreement. As of May 17, 2000, the last full trading day before the
public announcement of the merger, this equals an aggregate consideration of
approximately $131 million. As of October 24, 2000, the date preceeding the
date of this joint proxy statement/prospectus, this equals an aggregate
consideration of approximately $77.6 million. Once the merger is completed, R&B
will become a wholly owned subsidiary of CFW.

The Merger

. once the merger is completed, R&B will become a wholly owned subsidiary
of CFW.

. each issued and outstanding share of R&B common stock will convert into
the right to receive 60.27 shares of CFW common stock.

. R&B shareholders will get cash instead of fractional shares.

Shareholder Voting Agreements (See page 46)

3
<PAGE>

shares of R&B common stock in favor of the merger. Since the vote of these
shareholders is sufficient to approve the merger, approval of the merger is
assured. As a result, R&B shareholders may not defeat the merger by voting
against it. If you oppose the merger and do not wish to receive CFW shares in
the merger, your only remedy is to seek appraisal of your R&B shares by
exercising your dissenter's rights. Under the merger agreement, if more than 5%
of R&B shareholders exercise their dissenters' rights, CFW may terminate the
merger. See "R&B Voting Agreements" on page 46 for a more detailed description
of the voting agreements and "R&B Shareholders Dissenter's Rights" on page 49
for a more detailed description of appraisal rights.

The Meetings

Special Meeting of R&B Shareholders (See page 25).

At the special meeting of R&B shareholders, R&B shareholders will vote upon
the following:

. approval and adoption of the merger agreement; and

. consideration of any other business that may properly come before the
meeting.

Special Meeting of CFW Shareholders (See page 25)

At the special meeting of CFW shareholders, CFW shareholders will vote on the
following:

. in connection with the merger:

. . approval of the issuance of up to 3,716,400 shares of CFW common
stock to R&B shareholders under the merger agreement;

. . approval of a proposal to amend CFW's Articles of Incorporation to
increase the number of authorized shares of CFW common stock from
20,000,000 to 75,000,000. If the CFW shareholders do not approve
this proposal, CFW will not have enough authorized shares of CFW
common stock to issue to R&B shareholders in the merger; and

. . approval of a proposal to increase the number of CFW's board of
directors to 11 members. Upon approval of this proposal, CFW will
appoint two designees of R&B to CFW's board.

. approval of a proposal to modify various terms of CFW's outstanding
series B, series C and series D preferred stock, as further described in
this "Summary" on page 6;

. approval of a proposal to change CFW's name to NTELOS Inc.; and

. consideration of any other business that may properly come before the
meeting.

Votes Required (See pages 26 and 27)

R&B. The special meeting proposals require the following affirmative
votes for approval:

Merger Agreement

. more than two-thirds of the outstanding shares of R&B common stock.

Transaction of Most Other Business

. majority of the shares of R&B common stock present in person or by proxy
and entitled to vote.

CFW. The special meeting proposals require the following affirmative
votes for approval:

Issuance of Shares of CFW Common Stock to R&B Shareholders

. majority of the votes cast by holders of outstanding shares of CFW
common stock, series B preferred stock and series C preferred stock,
voting together as a single voting group, at the special meeting where a
quorum exists.

Increase in Authorized Shares of Common Stock

. majority of the votes cast by holders of outstanding shares of CFW
common stock,

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<PAGE>

series B preferred stock and series C preferred stock, voting together
as a single voting group, at the special meeting where a quorum exists.

Increase the Number of CFW Board Members

. majority of votes cast by holders of outstanding shares of CFW common
stock, series B preferred stock and series C preferred stock, voting
together as a single voting group, at the special meeting where a quorum
exists.

Modification of Terms of Preferred Stock

. majority of votes cast by holders of outstanding shares of CFW common
stock, at the special meeting where a quorum exists.

Name Change

Transaction of Most Other Business

Recommendation to Shareholders (See pages 33 and 34)

R&B. The board of directors of R&B believes that the merger is in the best
interests of R&B and recommends that R&B shareholders vote "FOR" the adoption
of the merger agreement. See "R&B's Reasons for the Merger" on page 32.

CFW. The board of directors of CFW believes that the merger and the issuance
of up to 3,716,400 shares of CFW common stock to R&B shareholders under the
merger agreement is advisable, fair to and in the best interests of CFW and its
shareholders and unanimously recommends that CFW shareholders vote "FOR"
approval of such issuance of shares of CFW common stock. See "CFW's Reasons for
the Merger" on page 33.

The board of directors of CFW also believes that the proposed amendment to
CFW's Articles of Incorporation that would increase CFW's authorized shares of
common stock, the proposed increase of the number of members of CFW's board,
the proposed modification to various terms of each series of CFW's outstanding
preferred stock and the proposed name change of CFW to NTELOS Inc. is
advisable, fair to and in the best interests of CFW and its shareholders and
unanimously recommends that CFW shareholders vote "FOR" approval of each
proposal.

Opinion of R&B's Financial Advisor (See page 34)

In deciding to approve the merger agreement, the board of directors of R&B
received and considered the opinion of BB&T Capital Markets as to the fairness
from a financial point of view, of the exchange ratio to be received by the
shareholders of R&B in the merger. The BB&T Capital Markets opinion refers to
the fairness of the exchange ratio as of June 16, 2000, the date R&B's board
considered and approved the merger. The opinion contains various important
qualifications and a description of assumptions made, matters considered, areas
of reliance on others and limitations on the review undertaken by BB&T Capital
Markets. A copy of the opinion is attached as Annex B to this joint proxy
-------
statement/prospectus. The opinion of BB&T Capital Markets is not a
recommendation to any holder of R&B common stock as to how to vote on the
proposed merger. R&B encourages you to read the BB&T Capital Markets opinion
carefully.

Opinion of CFW's Financial Advisor (See page 40)

In deciding to approve the merger agreement, the board of directors of CFW
received and considered the opinion of Banc of America Securities LLC as to the
fairness, from a financial point of view, of the consideration to be issued in
the merger. The Banc of America Securities LLC opinion refers to the fairness
of the exchange ratio as of June 16, 2000, the date the board of directors

5
<PAGE>

of CFW considered and approved the merger. The opinion contains various
important qualifications and a description of assumptions made, matters
considered, areas of reliance on others and limitations on the review
undertaken by Banc of America Securities LLC. A copy of the opinion is attached
as Annex C to this joint proxy statement/prospectus.
-------

Termination of the Merger Agreement (See page 60)

R&B and CFW may mutually agree to terminate the merger agreement without
completing the merger. Additionally, the merger agreement may be terminated in
various other circumstances, including the following:

By R&B or CFW:

. if the CFW shareholders do not approve the merger proposals at the CFW
special meeting; and

. if a court or government authority has prevented the merger, or the
merger is not completed by December 31, 2000.

By R&B:

. if CFW materially breaches any of its representations or warranties,
covenants or agreements under the merger agreement and the breach is not
cured within 30 business days after notice of the breach.

By CFW:

. if R&B materially breaches any of its representations or warranties,
covenants or agreements under the merger and the breach is not cured
within 30 business days after notice of the breach; and

. if R&B's board recommends a superior proposal to R&B shareholders for
their approval; and

. if more than 5% of R&B shareholders dissent from the merger.

Termination Fee (See page 60)

If the merger agreement terminates, R&B may have to pay CFW a termination fee
of $2,500,000 under various circumstances.

Also, if the merger agreement terminates as a result of the CFW shareholders
failing to approve the merger proposals, CFW must reimburse R&B for R&B's
reasonable out-of-pocket costs incurred in the merger, up to an amount of
$500,000.

Material Federal Income Tax Consequences (See page 46)

Completion of the merger is subject to CFW's and R&B's receipt of an opinion
of Hunton & Williams, counsel to CFW, that the merger will qualify as a
reorganization within the meaning of Section 368(a) of the Internal Revenue
Code of 1986. If the merger qualifies as a reorganization, the R&B shareholders
receipt of CFW common stock in the merger will be tax free for U.S. federal
income tax purposes, except for cash received for fractional shares. If shares
held in escrow are redeemed in satisfaction of valid indemnification claims,
gain or loss will be recognized by R&B shareholders equal to the difference
between the amount of the indemnification claims satisfied with those shares
and the adjusted basis of those shares. To review the federal income tax
consequences of the merger in greater detail, please read the tax discussion
beginning on page 46.

Modification to Terms of CFW Preferred Stock (See page 65)

The CFW board of directors is proposing that the CFW shareholders approve
changes to various terms of CFW's outstanding shares of series B, series C and
series D preferred stock. CFW's board of directors believes that the terms of
the outstanding CFW series B, series C and series D preferred stock, as
modified, are more favorable to CFW. The holders of CFW's series B, series C
and series D preferred stock have agreed to these proposed changes. These
proposed changes include:

Series B Modifications

. eliminating voting restrictions applicable for the majority holder of
the series B preferred stock, eliminating the minimum conversion price
and eliminating the covenant restricting CFW from issuing common stock
at less than $35.50;

6
<PAGE>

Series C Modifications

. increasing the total amount of issued and outstanding shares of series C
preferred stock from 60,300 to 137,500 upon the conversion of the series
D preferred stock into the series C preferred stock;

. eliminating voting restrictions applicable for the majority holder of
the series C preferred stock;

. eliminating restrictions regarding the number of shares of CFW common
stock into which shares of series C preferred stock may be converted;
and

. eliminating the minimum conversion price.

Series D Modifications

. providing for the automatic conversion of the series D preferred stock
into series C preferred stock which will result in the elimination of
the series D preferred stock and its terms and create a total of 137,500
issued and outstanding shares of series C preferred stock.

CFW Market Price Information (See page 95)

CFW common stock is listed on The Nasdaq National Market under the symbol
"CFWC". On May 17, 2000, the last full trading day before the public
announcement of the proposed merger, CFW common stock closed at $35.50 per
share. On October 24, 2000, the last day before the date of this joint proxy
statement/prospectus, CFW common stock closed at $20.875 per share.

R&B Market Price Information (See page 95)

No market currently exists for R&B common stock. R&B has historically paid an
annual dividend. Upon completion of the merger the surviving corporation will
no longer pay any dividends.

Where You Can Find More Information (See page 115)

If you would like more information about CFW, you can find such information
in documents filed by CFW with the Securities and Exchange Commission. We have
identified these documents on page 115, and instructions on how you can obtain
copies of these documents are found on pages 115 and 116. If you would like
more information about R&B, you can find such information in documents on file
at R&B's headquarters.

7
<PAGE>

Comparative Per Share Data

The following table sets forth various historical per share data of R&B and
CFW and combined per share data on an unaudited pro forma basis after giving
effect to the merger on a purchase basis of accounting, assuming that 60.27
shares of CFW common stock are issued in exchange for each share of R&B common
stock in the merger. This data should be read together with the selected
historical financial data of R&B and CFW, the CFW unaudited pro forma
consolidated financial information, and the separate historical financial
statements of R&B and notes thereto, included elsewhere in this joint proxy
statement/prospectus. This data should also be read together with CFW's
separate historical financial statements and notes thereto, incorporated by
reference in this joint proxy statement/prospectus. See "Where You Can Find
More Information" on page 115. The pro forma consolidated financial information
does not necessarily indicate the operating results that we would have achieved
had we completed the merger as of the beginning of the periods presented and
should not be considered as representative of future operations.

<TABLE>
<CAPTION>
For the Fiscal Year For the Six Months
Ended Ended
December 31, 1999 June 30, 2000
------------------- ------------------
<S> <C> <C>
CFW--Historical
Basic income from continuing
operations per share................. $ 0.45 $ 0.02
Diluted income from continuing
operations per share................. 0.45 0.02
Cash dividends declared per share(1).. 0.459 0.11475
Book value per share.................. 8.90 8.70
R&B--Historical
Basic income from continuing
operations per share................. $ (67.68) $ (41.23)
Diluted income from continuing
operations per share................. (67.68) (41.23)
Cash dividends declared per share(1).. 3.60 --
Book value per share.................. 576.66 525.88
Pro Forma Consolidated--CFW (2)
Basic income from continuing
operations per share................. $ (6.63) $ (3.35)
Diluted income from continuing
operations per share................. (6.63) (3.35)
Cash dividends declared per share(1).. 0.459 0.115
Book value per share.................. 19.75 19.42
Equivalent Pro Forma--R&B (1)
Basic income from continuing
operations per share................. $ (399.59) $ (201.90)
Diluted income from continuing
operations per share................. (399.59) (201.90)
Cash dividends declared per share(1).. 27.664 6.916
Book value per share.................. 1,190.07 1,170.55
</TABLE>
--------
(1) CFW has paid regular quarterly dividends through the quarter ending March
31, 2000 and R&B has historically paid an annual dividend and is expected
to pay a dividend for the fiscal year 2000. When the merger is completed,
the surviving corporation will no longer pay any dividends.

(2) Pro Forma consolidated amounts include other transactions described on page
96.

8
<PAGE>

Selected Historical Consolidated Financial and Operating Data of R&B
Communications, Inc.

You should read R&B's "Management's Discussion and Analysis of Financial
Condition and Results of Operations" on page 104 and R&B's financial statements
and notes thereto included elsewhere in this joint proxy statement/prospectus
for a further explanation of the financial data summarized below.

R&B provides below its selected historical consolidated financial data:

. as of, and for the years ended, December 31, 1995, 1996, 1997, 1998 and
1999, derived from the consolidated financial statements and notes
thereto of R&B, which have been audited by Phibbs, Burkholder, Geisert &
Huffman with respect to the years ended 1995 through 1998 and McGladrey
& Pullen, LLP with respect to the year ended 1999; and

. as of, and for the six-month periods ended, June 30, 1999 and 2000,
derived from the unaudited condensed consolidated financial statements
and notes thereto of R&B, which, in the opinion of its management,
include all adjustments necessary for a fair presentation of the
financial position and results of operations for these periods.
Operating results for six-month periods do not necessarily indicate
results that might be expected for the entire fiscal year.

<TABLE>
<CAPTION>
Six Months
Year Ended December 31, Ended June 30,
------------------------------------------- ----------------
1995 1996 1997 1998 1999 1999 2000
------- ------- ------- ------- ------- ------- -------
(in thousands, except ratio and operating data)
(unaudited)
<S> <C> <C> <C> <C> <C> <C> <C>
Statement of Operations:
Operating revenues:
Wireline
communications........ $ 8,863 $ 8,657 $ 9,734 $11,703 $14,500 $ 7,193 $ 7,826
Wireless
communications........ 495 653 968 1,219 1,257 740 830
Other communications
services.............. 1,056 884 922 954 1,012 399 468
------- ------- ------- ------- ------- ------- -------
Total operating
revenues.............. 10,414 10,194 11,624 13,876 16,769 8,332 9,124
------- ------- ------- ------- ------- ------- -------
Operating expenses:
Maintenance and
support............... 1,717 2,009 2,312 3,398 4,917 1,699 2,457
Depreciation and
amortization.......... 1,237 1,426 2,104 2,340 2,808 1,358 1,663
Customer operations... 934 1,046 1,290 1,928 2,031 1,274 1,525
Corporate operations.. 1,397 1,444 1,700 1,862 2,356 1,207 1,790
------- ------- ------- ------- ------- ------- -------
Total operating
expenses.............. 5,285 5,925 7,406 9,528 12,112 5,538 7,435
------- ------- ------- ------- ------- ------- -------
Operating income....... 5,129 4,269 4,218 4,348 4,657 2,794 1,689
Other income
(expenses):
Interest and dividend
income................ 543 542 311 261 337 134 162
Other expenses,
principally interest.. (805) (747) (557) (410) (685) (544) (228)
Equity loss from PCS
investees:
VA PCS Alliance....... -- -- (822) (5,078) (5,427) (2,854) (2,839)
WV PCS Alliance....... -- -- -- (1,064) (4,565) (1,859) (3,093)
Equity income from
other investees....... 1,135 586 634 315 340 153 153
Gain (loss) on sale of
assets and
investments........... 1,708 (284) 5,080 31 252 -- --
------- ------- ------- ------- ------- ------- -------
7,710 4,366 8,864 (1,597) (5,091) (2,176) (4,156)
Income taxes
(benefit).............. 2,681 1,582 3,052 (759) (917) 32 (1,610)
------- ------- ------- ------- ------- ------- -------
Net income (loss)...... $ 5,029 $ 2,784 $ 5,812 $ (838) $(4,174) $(2,208) $(2,546)
======= ======= ======= ======= ======= ======= =======
Balance Sheet Data (at
period end):
Cash and cash
equivalents............ $ 8,442 $ 6,001 $ 7,021 $ 6,910 $ 8,218 $ 6,695 $ 8,937
Securities and
investments............ 9,146 6,249 6,495 8,442 18,812 8,427 17,983
Property, plant and
equipment, net......... 14,760 18,462 20,116 22,466 25,015 21,921 25,640
Total assets........... 39,026 42,196 46,897 48,125 63,912 45,516 61,636
Long-term debt......... 9,852 8,529 8,276 7,908 7,520 8,056 7,288
Shareholders' equity... 23,645 26,190 31,669 31,258 35,562 29,395 32,430
Operating Data (at
period end):
Internet subscribers... -- 363 686 1,209 2,078 1,445 2,332
ILEC access lines
installed.............. 8,976 9,265 9,919 10,512 12,233 10,898 12,323
CLEC access lines
installed.............. -- -- -- 1,260 3,840 2,557 4,952
</TABLE>

9
<PAGE>

Selected Historical Consolidated Financial Data of
CFW Communications Company

You should read "Management's Discussion and Analysis of Financial Condition
and Results of Operations of CFW Communications" and our consolidated financial
statements and notes thereto incorporated by reference into this joint proxy
statement/prospectus for a further explanation of the financial and operational
data summarized below.

We have set forth below selected historical consolidated financial data as of
and for the years ended December 31, 1995, 1996, 1997, 1998 and 1999, derived
from our audited consolidated financial statements and notes thereto, which
have been audited by McGladrey & Pullen, LLP.
<TABLE>
<CAPTION>
Year Ended December 31,
------------------------------------------------
1995 1996 1997 1998 1999
-------- -------- -------- -------- --------
(in thousands, except ratio data)
<S> <C> <C> <C> <C> <C>
Statement of Operations:
Operating revenues:
Wireline communications.... $ 29,196 $ 32,480 $ 34,495 $ 37,597 $ 44,110
Wireless communications.... 8,427 10,894 13,434 17,624 21,692
Directory assistance....... 4,706 6,400 10,533 12,949 12,104
Other communications
services.................. 1,836 2,103 2,267 2,942 4,028
-------- -------- -------- -------- --------
Total operating revenues.. 44,165 51,877 60,729 71,112 81,934
-------- -------- -------- -------- --------
Operating expenses:
Cost of sales.............. 1,075 1,929 1,719 4,426 8,143
Maintenance and support.... 8,392 9,528 9,660 10,837 16,609
Depreciation and
amortization.............. 6,438 8,410 9,196 10,504 12,623
Asset impairment charge.... -- -- -- -- 3,951
Customer operations........ 9,275 11,156 14,283 16,223 19,870
Corporate operations....... 5,563 5,439 6,459 6,496 7,216
-------- -------- -------- -------- --------
Total operating expenses.. 30,743 36,462 41,317 48,486 68,412
-------- -------- -------- -------- --------
Operating income........... 13,422 15,415 19,412 22,626 13,522
Other income (expenses):
Other expenses, principally
interest.................. (1,269) (686) (855) (623) (905)
Equity loss from PCS
investees:
VA PCS Alliance........... -- -- (834) (5,075) (5,436)
WV PCS Alliance........... -- -- -- (1,391) (5,929)
Equity income from other
wireless investees........ 840 450 74 198 179
Loss on write-down of
investment................ -- -- (2,808) (1,010) --
Gain on sale of tower asset
and investments .......... 927 -- 5,077 -- 8,318
-------- -------- -------- -------- --------
13,920 15,179 20,066 14,725 9,749
Income taxes............... 5,006 5,162 7,398 5,639 2,868
-------- -------- -------- -------- --------
Income before minority
interests................. 8,914 10,017 12,668 9,086 6,881
Minority interests......... (420) (467) (447) (578) (388)
-------- -------- -------- -------- --------
Net income................. $ 8,494 $ 9,550 $ 12,221 $ 8,508 $ 6,493
======== ======== ======== ======== ========
Earnings per share
diluted................... 0.66 0.73 0.94 0.65 0.50
Cash dividends per share... 0.379 0.392 0.412 0.435 0.459
Balance Sheet Data (at
period end):
Cash and cash equivalents.. $ 5,265 $ 3,004 $ 1,224 $ 43 $ 199
Securities and
investments............... 29,472 20,597 16,874 10,981 39,109
Property, plant and
equipment, net............ 76,711 85,896 90,161 98,463 119,470
Total assets............... 143,251 142,400 147,743 154,334 218,002
Shareholders' equity....... 89,242 86,002 90,456 93,410 116,184
Other Financial Data:
EBITDA..................... 19,859 23,825 28,608 33,130 30,096
Cash flow provided by (used
in):
Operating activities...... 13,014 19,338 18,481 33,495 31,547
Investing activities...... (9,093) (20,359) (13,953) (24,292) (42,843)
Financing activities...... (7,215) (1,240) (6,307) (10,385) 11,452
Ratio of earnings to fixed
charges.................. 6.9x 7.8x 7.7x 7.9x 7.0x
</TABLE>

10
<PAGE>

Supplemental Selected Historical Consolidated Financial and
Operating Data of CFW Communications Company

We have set forth below supplemental selected historical consolidated
financial data as of and for the years ended December 31, 1995, 1996, 1997,
1998 and 1999 and as of and for the six-month periods ended, June 30, 1999 and
2000. Information presented for all periods has been restated to reflect
directory assistance as a discontinued operation as that business segment was
disposed of in July 2000 and was presented as a discontinued operation in CFW's
Form 10-Q for the period ended June 30, 2000.

The six month periods ended June 30, 1999 and 2000 are derived from our
unaudited condensed consolidated financial statements and notes thereto, which,
in the opinion of our management, include all adjustments necessary for a fair
presentation of the financial position and results of operations for these
periods. Operating results for six-month periods do not necessarily indicate
results that might be expected for the entire fiscal year.

<TABLE>
<CAPTION>
Six Months Ended
Year Ended December 31, June 30,
------------------------------------------------ ------------------
1995 1996 1997 1998 1999 1999 2000
-------- -------- -------- -------- -------- -------- --------
(in thousands, except ratio and operating data)
(unaudited)
<S> <C> <C> <C> <C> <C> <C> <C>
Statement of Operations:
Operating revenues:
Wireline
communications...... $ 29,196 $ 32,480 $ 34,495 $ 37,597 $ 44,110 $ 20,002 $ 28,572
Wireless
communications...... 8,427 10,894 13,434 17,624 21,692 10,471 11,698
Other communications
services............ 1,836 2,103 2,267 2,942 4,028 2,057 1,858
-------- -------- -------- -------- -------- -------- --------
Total operating
revenues.......... 39,459 45,477 50,196 58,163 69,830 32,530 42,128
-------- -------- -------- -------- -------- -------- --------
Operating expenses:
Cost of sales........ 1,075 1,929 1,719 4,426 8,142 3,490 4,857
Maintenance and
support............. 7,209 8,775 8,784 9,762 15,212 6,136 11,687
Depreciation and
amortization........ 5,913 7,740 8,280 9,472 11,323 5,198 6,751
Asset impairment
charge.............. -- -- -- -- 3,951 -- --
Customer operations.. 5,843 7,537 7,668 8,625 11,685 5,442 7,391
Corporate
operations.......... 5,690 5,106 5,876 5,903 6,846 3,067 4,158
-------- -------- -------- -------- -------- -------- --------
Total operating
expenses.......... 25,730 31,087 32,327 38,188 57,159 23,333 34,844
-------- -------- -------- -------- -------- -------- --------
Operating income....... 13,729 14,390 17,869 19,975 12,671 9,197 7,284
Other income
(expenses):
Other expenses,
principally
interest............ (369) (651) (817) (676) (900) (546) (1,010)
Equity loss from PCS
investees:
VA PCS Alliance..... -- -- (834) (5,075) (5,437) (2,838) (2,839)
WV PCS Alliance..... -- -- -- (1,391) (5,929) (2,431) (3,817)
Equity income from
other wireless
investees........... 840 450 74 198 179 88 99
Loss on write-down of
investment.......... -- -- (2,808) (1,010) -- -- --
Gain on sale of tower
asset and
investments......... 927 -- 5,077 -- 8,318 -- --
-------- -------- -------- -------- -------- -------- --------
15,127 14,189 18,561 12,021 8,902 3,470 (283)
Income taxes........... 5,476 4,777 6,813 4,587 2,622 1,196 (87)
-------- -------- -------- -------- -------- -------- --------
Income before minority
interests............. 9,651 9,412 11,748 7,434 6,280 2,274 (196)
Minority interests..... (420) (467) (447) (578) (389) (218) (105)
-------- -------- -------- -------- -------- -------- --------
Income (loss) from
continuing
operations............ 9,231 8,945 11,301 6,856 5,891 2,056 (301)
Income (loss) from
discontinued
operations............ (737) 605 920 1,652 602 579 687
-------- -------- -------- -------- -------- -------- --------
Net income............. $ 8,494 $ 9,550 $ 12,221 $ 8,508 $ 6,493 $ 2,635 $ 386
======== ======== ======== ======== ======== ======== ========
Income (loss) from
continuing operations
per share............. 0.71 0.69 0.87 0.52 0.45 0.16 (0.02)
</TABLE>

11
<PAGE>

<TABLE>
<CAPTION>
Six Months
Ended June
Year Ended December 31, 30,
-------------------------------------- --------------
1995 1996 1997 1998 1999 1999 2000
------ ------ ------ ------ ------ ------ ------
(in thousands, except ratio and operating data)
(unaudited)
<S> <C> <C> <C> <C> <C> <C> <C>
Other Financial Data:
Ratio of earnings to
fixed charges 7.5x 7.3x 7.2x 7.0x 6.7x 6.6x 4.4x
Operating Data (at
period end):
PCS subscribers....... -- -- -- 12,970 43,299 24,166 62,544
Internet subscribers.. -- -- 4,114 7,450 45,212 16,652 57,292
CLEC access lines
installed............ -- -- -- 428 5,823 2,327 12,353
ILEC access lines
installed............ 32,893 34,106 35,576 36,746 37,924 37,325 39,112
</TABLE>

<TABLE>
<CAPTION>
Six Months Ended
June 30,
------------------
1999 2000
-------- --------
<S> <C> <C>
Balance Sheet Data (at period end):
Cash and cash equivalents................................. $ 441 $ 249
Securities and investments................................ 17,949 35,101
Property, plant and equipment, net........................ 115,863 129,605
Total assets.............................................. 176,757 243,263
Long-term debt............................................ 32,427 51,567
Shareholders' equity...................................... 97,503 114,149

Other Financial Data:
EBITDA.................................................... 14,395 14,035
Cash flow provided by (used in):
Operating activities.................................... 10,028 11,499
Investing activities.................................... (19,440) (24,634)
Financing activities.................................... 9,810 13,185
</TABLE>

12
<PAGE>

Summary Historical and Pro Forma Financial Information Data

The following table sets forth for the periods and as of the dates indicated
summary consolidated financial information for CFW. The historical consolidated
financial information for the year ended December 31, 1999 is derived from
CFW's audited financial statements. The historical consolidated financial
information for the six months ended June 30, 2000 is derived from CFW's
unaudited financial statements. Both CFW's audited and unaudited financial
statements are incorporated by reference in this joint proxy
statement/prospectus and should be read together with this summary. The pro
forma financial information is derived from the unaudited pro forma combined
financial statements contained elsewhere in this joint proxy
statement/prospectus.

The pro forma adjustments reflected in the information presented below
include the merger, as well as the following events:

. the acquisition of the digital wireless operations of PrimeCo PCS, L.P.
in the Richmond-Petersburg and Norfolk-Virginia Beach, Virginia markets,
which we will refer to throughout this joint proxy statement/prospectus
as Richmond-Norfolk PCS, in exchange for $408.6 million in cash, the
assets and license comprising the analog operations of the Virginia RSA
6 Limited Partnership, which we will refer to throughout this joint
proxy statement/prospectus as RSA 6, CFW's partnership interest in
Virginia RSA 5 Limited Partnership and Virginia RSA 5 Retail Limited
Partnership, which we will refer to throughout this joint proxy
statement/prospectus, collectively, as RSA 5, and CFW's assumption of
$20.0 million of indebtedness;

. the consolidation of the Virginia PCS Alliance, L.C., which we will
refer to throughout this joint proxy statement/prospectus as the
Virginia Alliance, and the West Virginia PCS Alliance, L.C., which we
will refer to throughout this joint proxy statement/prospectus as the
West Virginia Alliance, and collectively with the Virginia Alliance, the
Alliances;

. the sale of CFW's directory assistance operations. The historical and
pro forma data reflected in the information below exclude the results of
our directory assistance operations which we disposed of in July 2000
and reported as discontinued operations in our June 30, 2000 unaudited
condensed consolidated financial statements;

. CFW's sale and leaseback of various communications towers;

. the receipt of proceeds from CFW's recent issuance of its $280,000,000
13% senior notes and $95,000,000 13.5% subordinated notes and CFW's new
senior credit facility;

. the receipt of proceeds from the sale of CFW's preferred stock;

. the repayment of substantially all of CFW's existing indebtedness and
that of the two Alliances; and

. the payment of fees and expenses related to each of the transactions as
described above.

13
<PAGE>

<TABLE>
<CAPTION>
Year Ended Six Months Ended
December 31, 1999 June 30, 2000
---------------------- ----------------------
Pro Forma Pro Forma
Historical As Adjusted Historical As Adjusted
---------- ----------- ---------- -----------
(in thousands, except ratio data)
(unaudited) (unaudited)
<S> <C> <C> <C> <C>
Selected Operating Data:
Revenues:
Wireline...................... $44,110 $ 58,610 $28,572 $ 36,398
Wireless...................... 21,692 74,785 11,698 43,434
Other......................... 4,028 5,040 1,858 7,431
------- -------- ------- --------
Total Revenues.............. 69,830 138,435 42,128 87,263
Operating expenses............. 57,159 206,805 34,844 117,081
------- -------- ------- --------
Operating income (loss)........ 12,671 (68,370) 7,284 (29,818)
Interest expense............... (900) (73,275) (1,010) (36,548)
Income (loss) from continuing
operations..................... $ 5,891 $(92,499) $ (301) $(46,539)
Other Financial Data:
Capital expenditures(1)........ $39,959 $102,450 $17,182 $ 51,888
EBITDA(2)...................... $27,945 $(1,387) $14,035 $ 2,572
Ratio of earnings to fixed
charges(3)..................... 6.7x -- 4.4x --
</TABLE>

<TABLE>
<CAPTION>
As of June 30, 2000
----------------------
Pro Forma
Historical As Adjusted
---------- -----------
(in thousands)
(unaudited)
<S> <C> <C>
Balance Sheet Data:
Cash and cash equivalents.............................. $ 249 $ 33,223
Restricted cash........................................ -- 67,994
Securities and investments............................. 35,101 58,309
Property, plant and equipment, net..................... 129,605 441,153
Total assets........................................... 243,263 1,248,544
Total long-term debt................................... 51,567 522,039
Redeemable and convertible preferred stock............. -- 237,465
Shareholders' equity................................... 114,149 326,925
Operating Statistics:
Total PCS licensed POPs................................ 5,500,000 11,000,000
PCS subscribers........................................ 62,500 150,500
Internet subscribers................................... 57,300 59,600
CLEC access lines installed............................ 12,400 17,300
ILEC access lines installed............................ 39,100 51,400
</TABLE>
--------
(1) Capital expenditures represent additions to: land and buildings; network
plant and equipment; furniture, fixtures and other equipment; and radio
spectrum licenses.

(2) EBITDA is defined as earnings before income taxes and minority interest,
interest expense, interest income, depreciation and amortization, gain
(loss) on sale of fixed assets, net equity income (loss) from investees and
asset impairment charges. CFW believes EBITDA is a meaningful indicator of
its performance. EBITDA is commonly used in the wireless communications
industry and by financial analysts and others who follow the industry to
measure operating performance. EBITDA should not be considered as an
alternative to operating income or cash flows from operating activities,
both of which are determined in accordance with generally accepted
accounting principles, or as a measure of liquidity. Because it is not
calculated under generally accepted accounting principles, CFW's EBITDA may
not be comparable to similarly titled measures used by other companies.

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(3) The ratio of earnings to fixed charges is computed by dividing the sum of
income before taxes, income and losses from equity investees, minority
interests and fixed charges other than capitalized interest by fixed
charges. Fixed charges consists of interest charges, amortization of debt
expenses and discount related to indebtedness, whether expensed or
capitalized, and that portion of rental expenses CFW believes to be
representative of interest (estimated to be one-third of rental expense).
On a pro forma basis, giving effect to CFW's recent transactions, as
described above, CFW's earnings would have been insufficient to cover fixed
charges by approximately $131.5 million for the year ended December 31,
1999 and $65.2 million for the six months ended June 30, 2000.

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RISK FACTORS

In considering whether to vote in favor of the merger agreement, with
respect to R&B shareholders, and the merger proposals, with respect to CFW
shareholders, you should consider carefully the following matters.

Risks Related to the Merger

Fluctuations In Stock Prices Could Decrease The Value Of The CFW Common Stock
To Be Issued In The Merger

Shareholders of R&B will receive 60.27 shares of CFW common stock for each
share of R&B common stock that they own regardless of any increase or decrease
in the price of the common stock of either CFW or R&B. The price of CFW common
stock at the time of the merger may be higher or lower than its price as of
today's date or at the date of the special meetings of shareholders of CFW and
R&B. The price of CFW common stock could change due to changes in the
business, operations or prospects of CFW or R&B, market assessments of the
merger, regulatory considerations, general market and economic conditions or
other factors.

The Combined Companies May Not Be Able To Successfully Integrate Their
Business Operations

Although the CFW and R&B boards of directors have each determined that the
merger is in the best interests of their respective companies, the integration
of the two companies will involve special risks relating to integration of the
two companies' sales forces and existing technology infrastructures and
potential market confusion concerning the companies. We may also have
difficulty retaining the customers of the combined businesses and assimilating
and retaining personnel. In addition, the integration of the operations and
systems of the two companies and the realization of potential increased
efficiencies may prove difficult and may cause management's attention to be
diverted from other business concerns. These and other difficulties associated
with the merger may lead to potential adverse effects on operating results.

Failure to complete the merger could negatively affect R&B's business,
financial condition and results of operations.

If R&B and CFW do not complete the merger for any reason, R&B may be subject
to a number of material risks, including the following:

. R&B may be required to pay CFW a termination fee of $2.5 million if the
merger agreement terminates under various circumstances involving a
superior proposal or takeover proposal. For a description of the
circumstances upon which R&B must pay a termination fee, see
"Termination Fees; Expenses" on page 60 and

. costs related to the merger, such as legal and accounting fees, must be
paid even if the merger is not completed unless CFW shareholders fail to
approve the merger proposals, in which case CFW must reimburse such
costs, up to $500,000.

Also, if the merger is terminated and R&B's board of directors determines to
seek another merger or business combination, R&B may not be able to find a
partner willing to combine on terms similar to the merger. In addition, while
the merger agreement is in effect, R&B cannot solicit a merger, sale of assets
or other business combination with any party other than CFW.

The Interests Of R&B Officers And Directors In The Merger May Differ From
Other Shareholders

Some R&B executive officers and directors may receive benefits in connection
with the merger that are different from those held by R&B shareholders
generally. These benefits include the granting of CFW stock options for
various officers of R&B. J. Allen Layman, President and Chief Executive
Officer of R&B, has received an employment offer from CFW, which includes an
up-front payment of $1,000,000 to enter into such

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<PAGE>

an agreement as well as various bonus and severance arrangements. The R&B
officers and directors who own shares of R&B common stock have agreed to vote
to approve the merger agreement and the transactions associated with it. See
"Interests of Management and Directors of R&B in the Merger" on page 45.

Risks Related to CFW

Significant Financial Leverage

We have a significant level of debt and interest expense. As of June 30,
2000, after giving effect to our recent transactions, we would have had
approximately $545.0 million of indebtedness. For a description of our recent
transactions, see "Recent Developments" on page 96. We also have the ability
to incur $175.0 million of additional debt under our new senior credit
facility, subject to various conditions. In addition, for the six months ended
June 30, 2000, after giving effect to our recent transactions, our net
interest expense would have been approximately $36.5 million and our earnings
would have been insufficient to cover fixed charges by approximately $65.2
million. Further, the indenture governing our senior notes allows us to incur
additional debt under various circumstances. If we incur additional debt, the
related risks that we now face could increase.

Our substantial indebtedness poses important consequences to you, including
the risks that:

. we will use a substantial portion of our cash flow from operations, if
any, to pay principal and interest on our debt, which would reduce the
funds available for working capital, capital expenditures, acquisitions
and other general corporate purposes;

. our indebtedness may limit our ability to obtain additional financing on
satisfactory terms, if at all;

. insufficient cash flow from operations may force us to sell assets,
restructure or refinance our debt, or seek additional equity capital,
which we may be unable to do at all or on satisfactory terms;

. our level of indebtedness may make us more vulnerable to economic or
industry downturns;

. indebtedness under the new senior credit facility bears interest at
variable rates, which could create higher debt service requirements if
market interest rates increase;

. our failure to comply with the financial and other covenants applicable
to our debt could result in an event of default, which, if not cured or
waived, would have a material adverse effect on us; and

. our debt service obligations increase our vulnerabilities to competitive
pressures, as many of our competitors will be less leveraged than we
are.

These risks may directly impact our ability to service our debt obligations.

Our historical operating results are not representative of future results.

Our operating results have historically been generated by our incumbent
local exchange carrier operations, which we will refer to throughout this
joint proxy statement/prospectus as ILEC, and we have had stable revenues and
positive cash flow and EBITDA. In recent years, our cash flows and EBITDA have
been negatively impacted by our early stage businesses. This trend will be
exacerbated because we have acquired additional early stage businesses as part
of our recent transactions, as described in "Recent Developments" on page 96.
During the second half of 2000, we expect to generate significant operating
losses and negative cash flow from operations.

We may not be able to manage the rapid growth associated with our strategy of
growth through acquisitions, which would cause significant strain on our
management, financial and other resources.

As part of our growth strategy, we intend to expand our current business in
adjacent areas through acquisitions, including, for example, the merger and
our acquisition of Richmond-Norfolk PCS. These

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<PAGE>

transactions impose substantial integration risks on us. We may also engage in
other acquisitions, including local and regional Internet service providers,
ILEC and competitive local exchange carrier operations, which we will refer to
throughout this joint proxy statement/prospectus as CLEC, personal
communication services, commonly referred to as PCS, licenses and fiber optic
networks. Our ability to engage in acquisitions will depend on our ability to
identify attractive acquisition candidates, and if necessary, obtain financing
on satisfactory terms. We will also face competition for suitable acquisition
candidates, which may increase our costs and limit the number of suitable
acquisition candidates. In addition, customers and employees frequently
terminate their relationships with acquired companies. Expansion of our
operations and the integration of future acquisitions will place a significant
strain on our management, financial and other resources and on our systems.

We face risks that the systems we own and acquire will not perform as we
expect. In addition, we may incur unanticipated liabilities or contingencies
from acquired companies and we may have reduced earnings due to amortization,
increased interest costs and costs related to integration. Our ability to
manage future growth will depend upon our ability to:

. monitor operations;

. control costs;

. integrate acquired operations, including financial, computer, operating
and accounting systems;

. prevent the attrition of key employees and the loss of significant
customers of acquired businesses;

. maintain effective quality controls; and

. expand our internal management, technical and accounting systems.

A failure to implement and improve our systems, procedures and controls in
an efficient manner and at a pace consistent with the growth of our business
could have a material adverse effect on our business, prospects, operating
results and ability to service our debt.

We face competition in the communications industry generally from competitors
with substantially greater resources than us and from competing technologies.

We operate in an increasingly competitive environment. As an integrated
communications provider, we face competition in our business from:

. CLEC operations, including Adelphia, Fibernet and Comscape;

. Internet service providers, including AOL, EarthLink, PSI Net, and
BellSouth;

. wireless communications providers, including Sprint, AT&T/SunCom, GTE,
Verizon Wireless and Cellular One;

. cable television companies, including Adelphia; and

. resellers of communications services and enhanced services providers.

In addition, we expect that, over time, wireless communications services
providers will compete more directly with wireline telephone services
providers. We generally compete on the basis of price and service quality.

Many communications services can be provided without incurring an
incremental charge for an additional unit of service. For example, there is
virtually no marginal cost for a carrier to transmit a call over its own
telephone network. As a result, once there are several facilities-based
carriers providing a service in a given market, price competition is likely
and can be severe. As a result, we have experienced price competition, which

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is expected to continue. In each of our service areas, additional competitors
could build facilities. If additional competitors build facilities in our
service areas, this price competition may increase significantly.

Many of our competitors are, or are affiliated with, major communications
companies that have substantially greater financial, technical and marketing
resources than we have and greater name recognition and more established
relationships with a larger base of current and potential customers, and
accordingly, we may not be able to compete successfully. We expect that
increased competition will result in more competitive pricing. We have already
witnessed declining average revenue per subscriber due to two new entrants in
the Richmond Major Trading Area in 1999. Companies that have the resources to
sustain losses for some time have an advantage over those companies without
access to these resources. We cannot assure you that we will be able to
achieve or maintain adequate market share or revenue or compete effectively in
any of our markets.

Additionally, many of our competitors have national networks, which enables
them to offer long-distance telephone services to their subscribers without
imposing additional charges, or incurring any incremental cost. Therefore,
some of our competitors are able to offer pricing plans that include "free"
long-distance. We do not have a national network, and we must pay other
carriers a per-minute charge for carrying long-distance calls made by
subscribers. Accordingly, we will not be able to provide long-distance
services without imposing additional charges on subscribers or subsidizing
their long-distance calls and may face a disadvantage in attracting or
retaining customers who require long-distance services.

We also compete with companies that use other communications technologies,
including paging and digital two-way paging, enhanced specialized mobile
radio, domestic and global mobile satellite service and third generation, or
3G, wireless technologies. These technologies may have advantages over the
technology we use and may ultimately be more attractive to customers. Each of
the factors and sources of competition discussed above could have a material
adverse affect on our business.

If we are unable to add a sufficient number of new PCS customers to support
our PCS business plans and to generate sufficient cash flow to service our
debt, we will have to depend significantly on our local telephone operations
to generate cash flow.

Our success will depend on our ability to expand our current customer base,
penetrate our target markets and otherwise capitalize on wireless
opportunities. We must increase our subscriber base without excessively
reducing the prices we charge to realize the anticipated cash flow, operating
efficiencies and cost benefits of our network. Additionally, our business
strategy is to establish a PCS presence in new markets and then supplement our
PCS services with CLEC and Internet services. This strategy is in the early
stages of implementation and is still unproven. We have historically relied
significantly on revenues generated by our local telephone operations to grow
our business. If our PCS strategy is unsuccessful, we will remain heavily
dependent on our local telephone operations to meet our cash flow needs.

If we fail to raise the capital required to build-out and operate our planned
networks, we may experience a material adverse effect on our business.

We require significant additional capital to build-out and operate planned
networks and for general working capital needs. After giving effect to our
recent transactions, as more fully described in "Recent Developments" on page
96, we expect our capital expenditures for the last six months of 2000 and for
2001 to be approximately $140 million to $175 million in the aggregate. Our
cash flows from operations will not be enough to cover our anticipated capital
expenditures. We may require additional and unanticipated funds if we make
acquisitions, if there are significant departures from our current business
plan, if we have unforeseen delays, cost overruns, unanticipated expenses due
to regulatory changes, or if we incur engineering design changes or other
technological risks. We will also require additional capital to invest in any
new wireless or wireline opportunities, including capital for license
acquisition costs. We may seek to obtain new capital through subsequent public
or private equity or debt financings. However, capital markets have recently
been volatile and uncertain. These markets may not improve, and we may not be
able to access these markets to raise additional

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capital on favorable terms, or at all. If we fail to obtain required new
financing, that failure would have a material adverse effect on our business
and our financial condition. For example, if we are unable to access capital
markets, we may have to restrict our activities or sell our interests in one
or more of our subsidiaries or other ventures at a distressed sale price.

If we experience a high rate of PCS customer turnover, our costs could
increase and our revenues could decline.

Many PCS providers in the U.S. have experienced a high rate of customer
turnover, even when compared to analog cellular industry averages. The rate of
customer turnover may be the result of several factors, including limited
network coverage, reliability issues such as blocked or dropped calls, handset
problems, inability to roam onto third-party networks at competitive rates, or
at all, price competition and affordability, customer care concerns and other
competitive factors. We cannot assure you that our strategies to address
customer turnover will be successful. A high rate of customer turnover could
reduce revenues and increase marketing costs to attract the minimum number of
replacement customers required to sustain our business plan, which, in turn,
could have a material adverse effect on our business, prospects, operating
results and ability to service our debt.

Our results of operations may decline if the roaming rates we charge for the
use of our network by outside customers decrease or the roaming rates we pay
for our customers' usage of third party networks increase.

We earn revenues from customers of other wireless communications providers
who enter our service areas and use our network, commonly referred to as
roaming. Roaming rates per minute have declined over the last several years
and we expect that these declines will continue for the foreseeable future.
Similarly, because we do not have a national network, we must pay roaming
charges to other communications providers when our wireless customers use
their networks. We have entered into roaming agreements with other
communications providers that govern the roaming rates that we are permitted
to charge and that we are required to pay. If these roaming agreements are
terminated, the roaming rates we currently charge may further decrease and the
roaming rates that we are charged may increase and, accordingly, our revenues
and cash flow may decline.

Our larger competitors may build networks in our markets, which may result in
decreased roaming revenues and severe price-based competition.

We compete with several wireless providers in each of our markets. Our
current roaming partners or other larger wireless providers might build their
own digital PCS networks in our service areas. Should this occur, use of our
networks for roaming would decrease and our roaming revenues would be
adversely affected. Once a digital PCS system is built out, there are only
marginal costs to carrying an additional call, so a larger number of
competitors in our service areas could introduce significantly higher levels
of price competition and reduce our revenues, as has occurred in many areas in
the United States. Over the last three years, the per-minute rate for wireless
services has declined. We expect this trend to continue into the foreseeable
future. As per-minute rates continue to decline, our revenues and cash flows
may be adversely impacted.

The loss of officers and skilled employees that we depend upon to operate our
business and implement our business plans could have a material adverse effect
on our business.

The loss of our key officers could hurt our ability to offer our products
and services. We believe that our future success will also depend in large
part on our continued ability to attract and retain highly qualified technical
and management personnel. We believe that there is and will continue to be
intense competition for qualified personnel in the PCS equipment and services
industry as the PCS market continues to develop. Additionally, we will rely on
the expertise of various R&B and Richmond-Norfolk PCS officers and skilled
employees to execute our business plans. We may not be successful in retaining
key personnel or in attracting and retaining other highly qualified technical
and management personnel.

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Continued expansion of our network, services and subscribers could be slowed
if we cannot manage our growth.

We have rapidly expanded and developed our network and geographic areas of
operation. Our expansion and development has placed and will continue to place
significant demands on our management, operational and financial systems and
procedures and controls. We may not be able to manage our anticipated
expansion effectively, which would harm our business, results of operations,
financial condition and our ability to make payments on our debt.

Our further expansion and development will depend on a number of factors,
including:

. cooperation of the existing local telephone companies;

. regulatory and governmental developments;

. changes in the competitive climate in which we operate;

. successful implementation of customer billing, order processing and
network management systems;

. increasing number of customers and changes in their service
requirements;

. demand for greater data transmission capacity;

. availability of financing;

. technological developments;

. availability of rights-of-way, building access and antenna sites;

. availability of qualified consultants and contractors to assist in the
design and engineering of our network;

. our ability to hire and retain a sufficient number of qualified
employees;

. existence of strategic alliances or relationships; and

. emergence of future opportunities.

We will need to continue to improve our operational and financial systems
and our procedures and controls as we grow. We must also develop, train and
manage our existing and new employees.

Failure to maintain billing and customer information systems effectively may
adversely affect our ability to bill and receive payments from customers.

We use sophisticated information and processing systems which are vital to
our growth and our ability to monitor costs, bill customers, process customer
orders and achieve operating efficiencies. Billing and information systems
have historically been produced by outside vendors. As we continue providing
more services, we will need more sophisticated billing and information
systems. In addition, we must successfully integrate the billing and
information systems of R&B, Richmond-Norfolk PCS, and other future
acquisitions into our systems. Our failure, or the failure of vendors, to
adequately identify all of our information and processing needs or to upgrade
systems as necessary could have a material adverse effect on our business.
Also, call detail records may not be accurately recorded and customer bills
may not be generated promptly or accurately, which could adversely affect our
ability to promptly collect on customer balances due to us.

We must secure unbundled network elements at reasonable rates or our CLEC
expansion may be delayed and our quality of service may decline.

In providing our CLEC services, we interconnect with and use incumbent
telephone companies' networks to access our customers. Therefore, we depend
upon the technology and capabilities of incumbent telephone companies. Our
CLEC operations depend significantly on the quality and availability of the
incumbent telephone

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companies' copper lines and the incumbent telephone companies' maintenance of
these lines. We must also maintain efficient procedures for ordering,
provisioning, maintaining and repairing lines from the incumbent telephone
companies. We may not be able to obtain the copper lines and services we
require from the incumbent telephone companies at satisfactory quality levels,
rates, terms and conditions. If we fail to do so, it could delay the expansion
of our CLEC networks and degrade the quality of our services to our CLEC
customers. If these events occur, we will experience a material adverse effect
on our CLEC business.

We also provide a digital subscriber line service, which we refer to
throughout this joint proxy statement/prospectus as DSL. To provide unbundled
DSL-capable lines that connect each end-user to our equipment, we rely on
incumbent telephone companies. The Telecommunications Act generally requires
that charges for these unbundled network elements be cost-based and
nondiscriminatory. Charges for DSL-capable lines and other unbundled network
elements may vary based on rates proposed by incumbent telephone companies and
approved by state regulatory commissions. Increases in these rates could
result in a material adverse effect on our CLEC business.

Successful expansion of our CLEC operations into new markets is dependent on
interconnection agreements, permits and rights-of-way.

The successful expansion of our CLEC operations will depend, in part, on our
ability to implement existing interconnection agreements and enter into and
implement new interconnection agreements as we expand into new markets.
Interconnection agreements are subject to negotiation and interpretation by
the parties to the agreements and are subject to state regulatory commission,
FCC and judicial oversight. We have successfully negotiated interconnection
agreements with the ILECs in the areas we serve. These interconnection
agreements have fixed terms, however, and several have expired or will expire
in the near future. These agreements must be renegotiated or re-arbitrated. We
cannot assure you that we will be able to renegotiate existing or enter into
new interconnection agreements in a timely manner on terms favorable to us. We
must also maintain existing and obtain new local permits, including rights to
utilize underground conduit and pole space and other rights-of-way. We cannot
assure you that we will be able to maintain our existing permits and rights or
obtain and maintain other permits and rights needed to implement our business
plan on acceptable terms. Cancellation or non-renewal of our interconnection
agreements, permits, rights-of-way or other arrangements could materially
adversely affect our business. In addition, the failure to enter into and
maintain any required arrangements for a new market may affect our ability to
develop that market.

If we lose our collocation rights or our right to install equipment on towers
owned by other carriers or fail to obtain zoning approval for our cell sites,
we may have to rebuild our network.

We currently collocate our cell sites on facilities shared with one or more
wireless providers. As we expand our network, we intend to continue to
collocate our cell sites. If we are unable to secure future collocation
agreements in favorable locations or our current collocation agreements are
terminated, we would have to find new sites. Additionally, if our equipment
had already been installed we may have to rebuild that portion of our network.
Some of the cell sites are likely to require us to obtain zoning variances or
local governmental or third party approvals or permits. We may also have to
make changes to our radio frequency design as a result of difficulties in the
site acquisition process.

We may have difficulty in obtaining infrastructure equipment required in order
to meet our network expansion goals.

If we are unable to acquire the necessary equipment to expand our fiber
optic network in a timely manner, we may be unable to provide wireless
communications services comparable to those of our competitors or to meet our
expansion goals. The demand for the equipment that we need to construct our
fiber optic network is considerable and manufacturers of this equipment could
have substantial order backlogs. Accordingly, the lead time for the delivery
of this equipment may be long. Some of our competitors purchase large
quantities of

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communications equipment and may have more established relationships with the
manufacturers of this equipment. Consequently, they may receive priority in
the delivery of this equipment.

A substantial increase in fraudulent and/or unbilled use of our network would
adversely affect our business operations.

We incur costs associated with unauthorized use of our network. Fraud could
adversely affect our business by increasing interconnection costs, capacity
costs, administrative and capital costs, costs incurred for fraud prevention,
and payments to other carriers for unbillable fraudulent roaming. If the costs
associated with unauthorized use of our wireless network become substantial,
we may experience a material adverse effect on our business, prospects,
operating results and ability to service our debt.

The loss of our licenses could adversely affect our ability to provide
wireless and wireline services.

In the United States, cellular, personal communications services and
microwave licenses are valid for ten years from the effective date of the
license. Licensees may renew their licenses for additional ten-year periods by
filing a renewal application with the FCC. The renewal applications are
subject to FCC review and are put out for public comment to ensure that the
licensees meet their licensing requirements and comply with other applicable
FCC mandates. If we fail to file for renewal of these licenses or fail to meet
any licensing requirements, we could be denied a license renewal and,
accordingly, our ability to continue to provide service in that license area
would be adversely affected.

Because we rely heavily on a retail distribution channel, we are subject to
risks generally associated with retail operations that could adversely impact
our operations and financial condition.

Our sales strategy utilizes product and service distribution through retail
stores and kiosks. We currently own 31 related outlets and 8 kiosks. Also, as
we expand into new markets, we will continue to open new retail outlets.
Accordingly, we must successfully manage various risks associated with retail
operations, including inventory management, internal and external theft, the
ability to hire and retain qualified and knowledgeable employees, employee
turnover and training expenses, collective employee action, and identifying
and securing suitable locations. If we can't manage any of these factors
successfully, it could have a material adverse impact on our business
strategy, operations and financial condition.

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FORWARD-LOOKING STATEMENTS

This joint proxy statement/prospectus and the documents incorporated by
reference into this joint proxy statement/prospectus contain various "forward-
looking statements," as defined in Section 27A of the Securities Act of 1933,
as amended, which will be referred to throughout this joint proxy
statement/prospectus as the Securities Act, and Section 21E of the Securities
Exchange Act of 1934, as amended. These forward-looking statements are based
on the beliefs of R&B and CFW management, as well as assumptions made by, and
information currently available to, R&B and CFW management. These forward-
looking statements are based on current expectations and projections about
future events and trends affecting the financial condition of R&B's and CFW's
business. These forward-looking statements are subject to risks and
uncertainties that may lead to results that differ materially from those
expressed in any forward-looking statement made by R&B and CFW or on their
behalf, including, among other things:

. changes in industry conditions created by federal and state legislation
and regulations;

. successful integration of acquisitions;

. the achievement of build-out, operational, capital, financing and
marketing plans relating to deployment of personal communication
services, commonly referred to as PCS services;

. retention of R&B and CFW existing customer base and service levels and
the ability to attract new customers;

. continuation of economic growth and demand for wireless and wireline
communications services;

. rapid changes in technology;

. the competitive nature of the wireless telephone and other
communications services industries;

. adverse changes in the roaming rates CFW and the Alliances charge and
pay;

. the capital intensity of the wireless telephone business and CFW's debt
structure;

. CFW's substantial debt obligations and CFW's ability to service those
obligations;

. the cash flow and financial performance of the Alliances;

. the cash flow and financial performance of CFW and R&B subsidiaries;

. restrictive covenants and consequences of default contained in our
financing arrangements;

. completion of the merger;

. opportunities for growth through acquisitions and investments and CFW's
ability to manage this growth;

. the level of demand for competitive local exchange services in smaller
markets;

. R&B's and CFW's ability to manage and monitor billing; and

. possible health effects of radio frequency transmission.

Words and phrases such as "expects," "estimates," "intends," "plans,"
"believes," "projection," "will continue" and "is anticipated" are intended to
identify forward-looking statements.

The results referred to in forward-looking statements may differ materially
from actual results because they involve estimates, assumptions and
uncertainties. R&B and CFW are not obligated to update or revise any forward-
looking statements or to advise of changes in the assumptions on which they
are based, whether as a result of new information, future events or otherwise.
All forward-looking statements should be viewed with caution.

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THE MEETINGS

We are providing this joint proxy statement/prospectus in connection with
the solicitation of proxies from the holders of R&B common stock by the R&B
board of directors for use at the special meeting of R&B shareholders, and
from the holders of CFW common stock, series B preferred stock and series C
preferred stock by the CFW board of directors for use at the special meeting
of CFW shareholders. We are first mailing this joint proxy
statement/prospectus and accompanying forms of proxy to the shareholders of
R&B and CFW beginning on or about October 30, 2000.

Times, Dates and Places

R&B. R&B will hold its special meeting of shareholders at 10:00 a.m., local
time, on Wednesday, December 6, 2000, at 1900 Roanoke Road, Daleville,
Virginia 24083. R&B may adjourn or postpone the special meeting to another
date and/or place for proper purposes.

CFW. CFW will hold its special meeting of shareholders at 11:00 a.m., local
time, on Monday, December 4, 2000 at the Holiday Inn at the intersection of
Route 275 and I-81, North of Staunton, Virginia. CFW may adjourn or postpone
the special meeting to another date and/or place for proper purposes.

Purpose of the Meetings

R&B Special Meeting. At the special meeting of R&B shareholders (and any
adjournment or postponement thereof), R&B shareholders will:

. consider and vote upon a proposal to approve and adopt the merger
agreement; and

. transact any other matters that may properly come before the meeting.

R&B might also ask the R&B shareholders to vote upon a proposal to adjourn
or postpone the special meeting for the purpose, among others, of allowing
additional time for the solicitation of additional votes to approve the
merger.

CFW Special Meeting. At the special meeting of CFW shareholders (and any
adjournment or postponement thereof), CFW's shareholders will:

. in connection with the merger:

. . consider and vote upon a proposal to approve the issuance of up to
3,716,400 shares of CFW common stock to R&B shareholders under the
merger agreement;

. . consider and vote upon a proposal to amend CFW's Articles of
Incorporation to increase the number of authorized shares of CFW
common stock from 20,000,000 to 75,000,000; and

. . consider and vote upon a proposal to increase the number of members
of CFW's board of directors to 11 members.

. in addition to the merger proposals listed above:

. . consider and vote upon a proposal to modify various terms of CFW's
outstanding series B, series C and series D preferred stock;

. . consider and vote upon a proposal to change CFW's name to NTELOS
Inc.; and

. . consider any other matters that may properly come before the
special meeting.

CFW might also ask the CFW shareholders to vote upon a proposal to adjourn
or postpone the special meeting for the purpose, among others, of allowing
additional time for the solicitation of additional votes to approve the CFW
proposals listed above.

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Record Date; Voting Rights; Votes Required for Approval

R&B:

Record Date. R&B's board of directors has fixed the close of business on
October 27, 2000, as the record date for the determination of the R&B
shareholders entitled to receive notice of and to vote at the special meeting.
A complete list of shareholders entitled to vote at the meeting will be open
to examination by the shareholders, during regular business hours, for a
period of 10 days before the meeting at the principal executive offices of R&B
at 1900 Roanoke Road, Daleville, Virginia 24083.

Voting Rights. Only holders of record of shares of R&B common stock on the
R&B record date are entitled to notice of and to vote at the special meeting.
Each holder of record of R&B common stock as of the R&B record date is
entitled to cast one vote for each share of R&B common stock held on the R&B
record date with regard to the following proposals:

. adoption of the merger agreement; and

. each other matter that may properly come before the R&B special meeting.

Votes Required for Approval. The presence, in person or by proxy, of the
holders of a majority of the outstanding shares of R&B common stock entitled
to vote constitutes a quorum at the special meeting. The merger proposal
requires the affirmative vote of the holders of more than two-thirds of the
outstanding shares of R&B common stock for approval.

Voting by R&B's Directors and Executive Officers. As of September 25, 2000,
the directors, related persons of the directors and various major shareholders
of R&B with voting power with respect to a total of 42,273 shares of R&B
common stock, or approximately 69% of the shares of R&B common stock have
entered into voting agreements requiring such persons to vote their R&B common
stock "FOR" adoption of the merger proposal. Since more than two-thirds of the
outstanding shares of R&B common stock is all that is required to approve the
merger, approval of the merger is assured. R&B currently expects that all of
its directors and executive officers who hold shares of R&B common stock will
vote their shares of R&B common stock "FOR" the merger proposal. For
additional information on the ownership and voting of R&B common stock, R&B
directors and executive officers, see "Description of R&B--Principal
Shareholders" on page 111 and for more information on the parties to and terms
of the R&B voting agreement, see "R&B Voting Agreements" on page 46.

CFW:

Record Date. CFW's board of directors has fixed the close of business on
October 20, 2000, as the record date for CFW's shareholders entitled to notice
of and to vote at the special meeting. A complete list of shareholders
entitled to vote at the meeting will be open to examination by the
shareholders, during regular business hours, for a period of 10 days before
the meeting at the principal executive offices of CFW at 401 Spring Lane,
Suite 300, Waynesboro, Virginia 22980.

Voting Rights. Only holders of record of shares of CFW common stock, series
B preferred stock and series C preferred stock on the CFW record date, are
entitled to notice of and to vote at the special meeting. Each holder of
record of CFW common stock, series B preferred stock and series C preferred
stock, as of the CFW record date, is entitled to cast one vote per share (on
an as converted basis, with respect to the series B and series C preferred
stock) on the following merger proposals:

. approval of the issuance of up to 3,716,400 shares of CFW common stock
to R&B shareholders under the merger agreement;

. approval of a proposal to amend CFW's Articles of Incorporation to
increase the number of authorized shares of CFW common stock from
20,000,000 to 75,000,000;

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. approval of a proposal to increase the number of members of the board of
directors of CFW to 11 members; and

. any other matter properly brought before the meeting.

Each holder of record of CFW common stock, as of the CFW record date, is
entitled to cast one vote per share on the following non-merger proposal:

. approval of a proposal to modify various terms of CFW's outstanding
series B, series C and series D preferred stock.

Each holder of record of CFW common stock, series B preferred stock and
series C preferred stock, as of the CFW record date, is entitled to cast one
vote per share (on an as converted basis, with respect to the series B and
series C preferred stock) on the following non-merger proposal:

. approval of a proposal to change CFW's name to NTELOS Inc.

Votes Required for Approval. The presence, in person or by proxy, of the
holders of a majority of the outstanding shares of CFW common stock, series B
preferred stock and series C preferred stock, constitutes a quorum at the
special meeting. Approval of each merger proposal, the proposal to change
CFW's name to NTELOS Inc. and the consideration of other business properly
brought before the meeting requires a majority of votes cast by holders of
outstanding shares of CFW common stock, series B preferred stock and series C
preferred stock, voting together as a single voting group, at the special
meeting where a quorum exists. The proposal to modify various terms of CFW's
outstanding series B, series C and series D preferred stock requires a
majority of votes cast by holders of outstanding shares of CFW common stock at
the special meeting where a quorum exists.

Voting of CFW's Directors and Executive Officers. As of September 25, 2000,
the directors, executive officers and affiliates of CFW had voting power with
respect to a total of 3,088,995 shares of CFW common stock, on an as converted
basis, or approximately 17.9% of the voting shares of the CFW common stock
outstanding at that date, assuming all equity securities of CFW have been
converted into shares of CFW common stock, including options exercisable
within 60 days of the record date. See "Description of CFW--Principal
Shareholders" on page 100 for further information about shares that may be
voted by officers, directors and affiliates. CFW expects that all of its
directors, executive officers and affiliates, as the case may be, will vote
their shares of CFW common stock, series B preferred stock and series C
preferred stock, as the case may be, "FOR" each merger proposal and the
proposal to change CFW's name to NTELOS Inc.

CFW expects that all of its directors, executives, officers and affiliates
will vote their shares of CFW common stock, on an as converted basis, "FOR"
the proposal to modify various terms of CFW's outstanding series B, series C
and series D preferred stock.

For more information on the beneficial ownership of CFW common stock by
persons and entities owning more than 5% of the outstanding shares of CFW
common stock and more detailed information on the beneficial ownership of
common stock by directors, executive officers and affiliates of CFW, see
"Description of CFW--Principal Shareholders" on page 100.

Proxies

R&B:

All shares of R&B common stock represented by properly executed proxies
received before or at the special meeting of R&B shareholders and not revoked,
will be voted in accordance with the instructions indicated in those proxies.
If no instructions are indicated on a properly executed returned proxy, R&B
will vote such proxy "FOR" the approval and adoption of the merger proposal.

Abstentions may be specified for any of the proposals being considered at
the R&B special meeting. A properly executed proxy marked "ABSTAIN" will be
counted as present for purposes of determining if there is

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<PAGE>

a quorum and for purposes of determining the aggregate voting power and number
of shares represented and entitled to vote at the meeting. Because the
affirmative votes of two-thirds of the outstanding shares of the R&B common
stock are required for adoption of the merger proposal, a proxy marked
"ABSTAIN" with respect to the merger proposal will have the effect of a vote
"AGAINST" the merger proposal. In addition, if an R&B shareholder fails to
return a proxy it will have the effect of a vote "AGAINST" the merger
proposal.

CFW:

All shares of CFW common stock, series B preferred stock and series C
preferred stock represented by properly executed proxies received before or at
the special meeting of CFW shareholders and not revoked, will be voted in
accordance with the instructions indicated in those proxies. If no
instructions are indicated on a properly executed returned proxy, CFW will
vote such proxy "FOR" each merger proposal and the proposal to modify various
terms of CFW's outstanding series B, series C and series D preferred stock.

Abstentions may be specified for any of the proposals being considered at
the CFW special meeting. A properly executed proxy marked "ABSTAIN" will be
counted as present for purposes of determining if there is a quorum and for
purposes of determining the aggregate voting power and number of shares
represented and entitled to vote at the meeting but will have no effect with
respect to approval of any of the merger proposals, the proposal to modify
various terms of CFW's outstanding series B, series C and series D preferred
stock or the proposal to change CFW's name to NTELOS Inc.

Broker Voting. Under Nasdaq rules, brokers who hold shares in street name
for customers have the authority to vote on various "routine" proposals when
they have not received instructions from beneficial owners. These brokers may
not exercise their voting discretion with respect to proposals for non-routine
matters such as each of the merger proposals, the proposal to modify various
terms of CFW's outstanding series B, series C and series D preferred stock and
the proposal to change CFW's name to NTELOS Inc. If beneficial owners of CFW
shares do not give brokers specific instructions as to how to vote their
shares, referred to as broker non-votes, brokers cannot vote such shares with
respect to the approval and adoption of any CFW proposal. Assuming a quorum is
present at CFW's special meeting, a broker non-vote will have no effect with
respect to approval of any CFW proposal.

Revocation of Proxies

You may revoke your proxy at any time before its use by:

. delivering to the Secretary of R&B or the Secretary of CFW, as the case
may be, a signed notice of revocation or a later-dated, signed proxy; or

. by attending the meeting and voting in person. Merely attending the
meeting does not mean you have revoked your proxy.

Solicitation of Proxies

The board of directors of each of R&B and CFW are soliciting the proxies of
R&B shareholders and CFW shareholders. In addition to solicitation by mail, we
will make arrangements with brokerage houses and other custodians, nominees
and fiduciaries to send the proxy materials to beneficial owners. Both R&B and
CFW will, upon request, reimburse such brokerage houses and custodians for
their reasonable expenses in assisting with the solicitation of proxies. CFW
may engage a firm to help solicit proxies in which event related fees will not
exceed $10,000 (plus expenses). If necessary, R&B or CFW, as the case may be,
or either company's respective proxy solicitor may request the return of proxy
cards by personal interview, mail, telephone, facsimile or other means of
electronic transmission. The extent to which this will be necessary depends
entirely upon how soon proxy cards are returned. Please send in your proxy
card immediately.

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<PAGE>

R&B shareholders should not send in any stock certificates with their proxy
cards. As soon as practicable after the completion of the merger, we will send
a transmittal form to R&B shareholders with instructions for receiving CFW
common stock in exchange for R&B stock.

As of the date of this joint proxy statement/prospectus, the R&B board of
directors and the CFW board of directors do not know of any business to be
presented at the meetings other than the proposals described above. If any
other matters should properly come before either meeting, it is intended that
the shares represented by proxies will be voted with respect to such matters
in accordance with the judgment of the persons voting such proxies. With
respect to R&B shareholders, proxies voted "AGAINST" the merger proposal, and,
with respect to CFW shareholders, proxies voted "AGAINST" the merger
proposals, the proposal to modify various terms of CFW's outstanding series B,
series C and series D preferred stock and the proposal to change CFW's name to
NTELOS Inc., will not be used to vote for any adjournment under this
authority.

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THE MERGER

This information relating to the merger is intended to be a summary of the
merger's material terms and not a complete description of all the information
relating to the merger. This discussion of the merger and the principal terms
of the merger agreement is subject to, and qualified in its entirety by
reference to, the merger agreement, which is attached to this joint proxy
statement/prospectus as Annex A and is incorporated by reference in this joint
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proxy statement/prospectus. You are urged to read the merger agreement
carefully for a complete description of the terms of the merger.

Results of the Merger

The merger agreement provides that R&B will become a wholly owned subsidiary
of CFW. Under of the merger agreement, one of CFW's wholly owned subsidiaries
will merge with and into R&B with R&B as the surviving corporation. R&B will
become a wholly owned subsidiary of CFW. CFW will issue common stock with an
aggregate consideration of approximately $131 million for R&B, based on CFW's
closing price of $35.50 as of the last full trading day before the public
announcement of the merger or $77.6 million for R&B based on CFW's closing
price of $20.875 as of October 24, 2000, the date preceding the date of this
joint proxy statement/prospectus. The merger will become effective on the date
of filing of the articles of merger with the State Corporation Commission of
the Commonwealth of Virginia, or at such later time specified in the articles
of merger. Immediately following completion of the merger:

. J. Allen Layman will become Chairman of the board of directors and
President of CFW; and

. former R&B common shareholders will collectively own up to 3,716,400
shares of CFW common stock or 15.1% of CFW on a fully diluted basis,
subject to deductions from the escrow account as described below. In
calculating this 15.1% we have assumed shareholder approval of the
proposal to amend the terms of preferred stock.

What R&B Shareholders Will Receive

In connection with the merger:

. each holder of R&B common stock will receive 60.27 shares of CFW common
stock for each outstanding share of R&B common stock (subject to
adjustment pursuant to any deductions from the escrow account);

. R&B shareholders will get cash instead of fractional shares of CFW
common stock; and

. CFW will place into an escrow account 371,640 shares of the CFW common
stock that the R&B shareholders, collectively, would otherwise be
entitled to receive upon the completion of the merger. The escrow shares
will be available to satisfy valid indemnification claims by CFW under
the merger agreement. See "Escrow Shares and Indemnification" on page 56
for a description of the escrow and CFW's indemnification rights.

Cash Payments for Fractional Shares of CFW Common Stock

If any fractional shares of CFW common stock result from the conversion of
R&B shares of common stock, CFW will not deliver any fractions of a share of
CFW common stock. Rather than receiving a fraction of a share, a former R&B
common shareholder will receive a cash payment, without interest and subject
to the payment of applicable withholding taxes. The amount of this cash
payment will be determined by multiplying the closing sale price per share of
CFW common stock on The Nasdaq National Market on the first trading day
immediately before the merger by the fraction of a share of CFW common stock
to which the former R&B common shareholder would otherwise have been entitled.

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<PAGE>

Background and Negotiation of the Merger

CFW and R&B have operated in the Virginia communications market as
established integrated communications providers for many years. CFW and R&B
have historically partnered together in various telecommunications joint
ventures in Virginia.

By the end of 1999, CFW and R&B each had extensive resources as both
incumbent and competitive local exchange carriers and had established
themselves as reliable Internet service providers. Additionally, CFW and R&B,
through their membership interests in the Virginia Alliance and West Virginia
Alliance, have been providing personal communications services in Virginia
since 1997 and in West Virginia since 1998. CFW has a 65% membership interest
in the Virginia Alliance and a 45% membership interest in the West Virginia
Alliance, while R&B has a 26% membership interest in the Virginia Alliance and
a 34% membership interest in the West Virginia Alliance. The combination of
CFW and R&B would give the combined companies a 91% and 79% membership
interest in each alliance.

In early 2000, CFW executives began to evaluate how a merger with R&B, along
with the acquisition of Richmond-Norfolk PCS, could create an organization
particularly well-armed to compete as an integrated communications provider in
the Mid-Atlantic regional communications market. The proposed merger could
provide an invaluable opportunity for CFW and R&B to improve synergies through
consolidation and control of the Alliances, enhancement of service offerings
and operating efficiency, and expansion of their Internet subscriber bases.

On January 31, 2000, the board of directors of CFW met and decided to pursue
a merger with R&B. Accordingly, James S. Quarforth, Chief Executive Officer of
CFW, met with J. Allen Layman, President and Chief Executive Officer of R&B,
on February 14, 2000. During the meeting, Mr. Quarforth presented the merits
and possible structure of a combination. Mr. Layman then invited Mr. Quarforth
and other representatives of CFW to attend a meeting of R&B's executive
committee on February 21, 2000 to discuss the combination of the companies. On
March 7, 2000, these efforts led CFW to make an initial offer of 3.5 million
shares of CFW common stock to the shareholders of R&B as consideration for a
merger of the companies.

Shortly thereafter, CFW and R&B signed a binding letter of agreement, dated
as of May 17, 2000, under which the parties agreed to merge upon the terms set
forth in the letter agreement. The letter agreement contemplated a tax-free
merger of the companies with the shareholders of R&B to receive 3.7 million
shares of CFW common stock as consideration based on an exchange ratio of
60.27 CFW shares of common stock for each share of R&B common stock. On May
18, 2000, the companies publicly announced the signing of the letter
agreement.

Further negotiations and discussions took place among the executives and
respective legal counsel of CFW and R&B from May 17 through June 16, 2000, and
definitive documents implementing the merger were drafted. During this period,
the parties met to discuss and negotiate legal and accounting issues, due
diligence matters and other related matters. During this period, the parties
increased the merger consideration to 3,716,400 to provide for an additional
274 outstanding, unclaimed shares of R&B common stock.

On June 16, 2000, the CFW board of directors met to deliberate and make a
final decision on whether to approve or reject the proposed merger with R&B.
At the meeting, Banc of America Securities LLC made a financial presentation
to the CFW board of directors and delivered an opinion that the ratio for the
exchange of shares of CFW common stock is fair, from a financial point of
view, to the shareholders of CFW. After full consideration and discussion of
the structure, terms and conditions of the proposed merger with R&B, the CFW
board of directors unanimously approved the proposed transaction as in the
best interests of its shareholders.

Also on June 16, 2000, the R&B board of directors met to deliberate and make
a final decision on whether to approve or reject the proposed merger with CFW.
At the meeting, BB&T Capital Markets made a final presentation to the R&B
board of directors, and delivered an opinion that the exchange ratio in the
merger

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<PAGE>

agreement is fair to R&B's shareholders from a financial point of view. After
full consideration and discussion of the structure, terms and conditions of
the proposed merger with CFW, the R&B board of directors approved the proposed
transaction.

CFW and R&B then finalized and executed the merger agreement and all related
agreements and documents on June 16, 2000. On June 19, 2000, the companies
announced the signing of the merger agreement.

R&B's Reasons for the Merger

R&B's board of directors has approved the merger agreement and the
transactions associated with it. Ira D. Layman, a member of R&B's board, was
unable to attend the June 16, 2000 R&B board meeting and did not vote on the
merger agreement. All other members of R&B's board voted in favor of the
merger agreement. The R&B board of directors consulted with R&B senior
management about strategic and operational matters in reaching its decision to
approve the merger agreement. R&B's board of directors also consulted with
BB&T Capital Markets with respect to the financial aspects and fairness from a
financial point of view, as of June 16, 2000, of the exchange ratio to be
received by R&B shareholders under the merger agreement. R&B also sought the
advice of its legal counsel and independent accountants regarding:

. the legal duties of the R&B board of directors;

. regulatory, tax and accounting matters;

. the terms of the merger agreement;

. the other definitive agreements contemplated by that agreement; and

. other relevant matters.

R&B's board of directors believes that the merger will be beneficial to R&B
and its shareholders for the following reasons:

. the merger will result in a larger, more diversified company, that will
compete more effectively in a rapidly changing and increasingly
competitive industry;

. the value of the consideration to be paid to R&B shareholders and the
potential tax-free nature of the transaction;

. the opportunity for liquidity for holders of R&B common stock, who will
receive CFW common stock that will be listed and traded on The Nasdaq
National Market;

. the prospects for positive long-term performance of CFW common stock;

. the conclusion of R&B's board of directors that the exchange ratio was
fair, from a financial point of view, to the R&B shareholders; and

. the R&B board's assessment of R&B's strategic alternatives to the
merger, including remaining an independent company.

In the course of its deliberations, the R&B board reviewed a number of
additional factors relevant to the merger, including:

. R&B's business, financial condition, results of operations and
prospects;

. R&B's management's view of the financial condition, results of
operations and businesses of CFW and R&B before and after giving effect
to the merger after management's due diligence review of CFW and review
of publicly available information about CFW;

. market conditions and historical market prices, volatility and trading
information with respect to CFW common stock;

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<PAGE>

. the impact of the merger on R&B's customers and employees; and

. R&B's evaluation of other potential strategic relationships.

R&B's board of directors also identified and considered a variety of
potentially negative factors in its deliberations concerning the merger, many
of which are described under "Risk Factors" beginning on page 16 of this joint
proxy statement/prospectus. R&B's board of directors believed that these risks
were outweighed by the potential benefits of the merger.

The foregoing discussion does not refer to all factors considered by R&B's
board of directors. Each member of R&B's board may have considered different
factors, and R&B's board evaluated these factors as a whole and did not
quantify or otherwise assign relative weights to the factors considered.

CFW's Reasons for the Merger

CFW's board of directors has unanimously approved the merger agreement and
the transactions associated with it. The CFW board of directors consulted with
CFW senior management about strategic and operational matters in reaching its
decision to approve the merger agreement. CFW's board of directors also
consulted with Banc of America Securities LLC with respect to the financial
aspects and fairness from a financial point of view, as of June 16, 2000, of
the aggregate consideration to be paid by CFW to the R&B shareholders under
the merger agreement. CFW's board of directors believes that the combined
company following the merger would have the potential to realize long-term
improved operating and financial results and a stronger competitive position.
CFW's board of directors has identified additional potential mutual benefits
of the merger that it believes will contribute to the success of the combined
company. These potential benefits include the following:

. the merger will allow CFW to expand its operations into new commercial
and residential markets that are contiguous to markets CFW currently
serves which CFW believes will increase CFW's revenue potential and
create value for CFW shareholders;

. the merger will allow the surviving company to have a controlling
interest in the Virginia Alliance and the West Virginia Alliance, each a
provider of PCS services;

. adding R&B will bolster CFW's ability to offer a full range of
communications services;

. adding R&B allows CFW to integrate R&B's operating and network expertise
as well as its experienced management team and creates synergies in the
areas of billing, network operations, sales, engineering and switching;

. adding R&B will enhance the strength of CFW's operations through the
integration of R&B employees who will bring their skills and expertise
to CFW;

. adding R&B will enhance CFW's strategy as an expanding integrated
communications provider; and

. combining CFW and R&B may improve network efficiency through increased
scale and the potential for lower costs.

Recommendations of the Boards of Directors

R&B. In view of the wide variety of factors considered by the R&B board, the
R&B board did not find it practicable to quantify, or otherwise attempt to
assign relative weights to the specific factors considered in making its
determination. However, after taking into account all factors described above,
the R&B board has approved and adopted the merger agreement. The R&B officers
and directors believe that the merger agreement and the transactions
associated with it are in the best interests of R&B and the R&B board
recommends that R&B shareholders vote "FOR" adoption of the merger agreement.
In approving and adopting the merger agreement, the R&B board of directors
took into account the potential conflicts of interest of various officers and
directors of the companies resulting from their future employment with CFW as
well as other interests that may

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<PAGE>

be different from, or in addition to, their rights as R&B shareholders. See
"Interests of Management and Directors of R&B in the Merger" on page 45.

CFW. In view of the wide variety of factors considered by the CFW board, the
CFW Board did not find it practicable to quantify, or otherwise attempt to
assign relative weights to the specific factors considered in making its
determination. However, after taking into account all factors described above,
the CFW board has unanimously approved and adopted the merger agreement. The
CFW officers and directors believe that the merger agreement and the
transactions associated with it are advisable, fair to and in the best
interests of CFW and the CFW shareholders, and the CFW board unanimously
recommends that CFW shareholders vote "FOR" approval of the issuance of up to
3,716,400 shares of CFW common stock to R&B shareholders under the merger.

In addition to the proposal to approve the issuance of CFW shares of common
stock to R&B shareholders under the merger, the CFW officers and directors
believe that each of the other merger proposals are advisable, fair to and in
the best interests of CFW and the CFW shareholders, and the CFW board
unanimously recommends that CFW shareholders vote "FOR" approval of each such
merger proposal. For a description of each of the CFW other merger proposals
see "Other CFW Merger Proposals" on page 62.

The CFW officers and directors also believe that the proposal to modify
various terms of each series of CFW's outstanding preferred stock, which terms
as modified the CFW board believes would be more favorable to CFW, and the
proposal to change CFW's name to NTELOS Inc., are advisable, fair to and in
the best interests of CFW and the CFW shareholders, and the CFW board
unanimously recommends that CFW shareholders vote "FOR" approval of such
proposal. For a description of these proposals see "CFW Non-Merger Proposals"
on page 65.

Opinion of R&B's Financial Advisor

Under an engagement letter dated April 7, 2000, R&B engaged BB&T Capital
Markets to provide financial advisory and investment banking services to R&B,
including rendering a financial fairness opinion in connection with the
proposed merger. On June 16, 2000, BB&T Capital Markets delivered an analysis
to the R&B board of directors that, as of June 16, 2000 and based upon the
procedures and subject to the assumptions and qualifications described to the
R&B board and set forth in the oral and written opinion of BB&T Capital
Markets, the exchange ratio to be received by the holders of shares of R&B
under the merger agreement was fair from a financial point of view to holders
of R&B common stock.

The full text of BB&T Capital Market's written opinion dated as of June 16,
2000, which sets forth, among other things, assumptions made, matters
considered, and scope and limitations on the review undertaken, is attached as
Annex B to this joint proxy statement/prospectus and is incorporated herein by
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reference. Holders of shares of R&B are urged to read the BB&T Capital Markets
opinion carefully and in its entirety. The BB&T Capital Markets opinion, which
was directed to the R&B board, addresses as of the date of its delivery the
fairness of the exchange ratio, from a financial point of view, to be received
by the holders of R&B shares under the merger agreement. The opinion does not
address any other aspect of the merger, does not in any manner address the
prices at which CFW's common stock will trade at any time before or following
the completion of the merger and is not a recommendation as to how
shareholders of R&B should vote at the R&B special meeting in connection with
the merger. The summary of the BB&T Capital Markets opinion set forth herein
is qualified in its entirety by reference to the full text of such opinion.

In developing its opinion, BB&T Capital Markets reviewed and analyzed, among
other things, the following:

. the merger agreement and various related documents and the financial
terms of the proposed merger as set forth therein;

. R&B's related financial information for the three fiscal years ended
December 31, 1999 and the three month period ending March 31, 2000;

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. a discounted cash flow analysis of R&B based on R&B's internally
generated financial projections;

. certain publicly available information on CFW including Form 10-Q and
the related unaudited financial information for the three months ended
March 31, 2000, CFW's Annual Reports, Forms 10-K and related audited
financial information for each of the five fiscal years ended December
31, 1999;

. CFW's historical common stock prices and a comparison of such prices and
trading activity with those of various publicly traded companies which
BB&T Capital Markets believed to be relevant;

. the potential pro forma financial effects of the merger on CFW;

. various information, including financial forecasts, relating to the
business, earnings, cash flow, assets and prospects of R&B and CFW,
furnished to BB&T Capital Markets by R&B and CFW, respectively;

. each of R&B's and CFW's businesses and prospects as discussed with
members of senior management of each company;

. a comparison of the financial position and results of operation of R&B
and CFW with those of various publicly traded companies which BB&T
Capital Markets believed to be relevant;

. a comparison of the proposed financial terms of the merger with the
financial terms of various other business combinations that BB&T Capital
Markets believed to be relevant;

. the relative contributions of R&B and CFW to a combined company in terms
of sales, EBITDA, earnings, total assets and shareholders' equity; and

. such other financial studies and analyses and such other investigations
and matters as BB&T Capital Markets believed to be material or otherwise
necessary to give its opinion, including its assessment of regulatory,
economic, market and monetary conditions.

In giving its opinion, BB&T Capital Markets assumed and relied upon without
independent verification the accuracy and completeness of all information
reviewed by BB&T Capital Markets for the purposes of the BB&T Capital Markets
opinion. With respect to financial projections, BB&T Capital Markets assumed
that they were reasonably prepared on bases reflecting the best currently
available estimates and judgments of the future financial performance of R&B
and CFW. In addition, BB&T Capital Markets assumed that the merger would be
completed on the terms set forth in the merger agreement. BB&T Capital Markets
did not make any independent valuation or appraisal of the assets or
liabilities of R&B, nor was BB&T Capital Markets furnished with any such
appraisals. The BB&T Capital Markets opinion was necessarily based on
economic, market and other conditions as in effect on, and the information
made available to BB&T Capital Markets as of June 16, 2000, the date of the
BB&T Capital Markets opinion.

In arriving at its opinion, BB&T Capital Markets was not authorized to
solicit, and did not solicit, interest from any party, nor did it have
discussions with any party other than CFW with respect to the acquisition of
R&B or any of its assets. The BB&T Capital Markets opinion does not address:
(1) the relative merits of the merger and the other business strategies that
the R&B board has considered or may be considering or (2) the decision of the
R&B board to proceed with the merger.

Below is a brief summary of various analyses performed by BB&T Capital
Markets in connection with the preparation of the BB&T Capital Markets
opinion. The general methodology used was to evaluate each of the three
primary business lines of R&B, including its incumbent local exchange carrier
operations, which is referred to in this joint proxy statement/prospectus as
ILEC operations, competitive local exchange carrier operations, which is
referred to in this joint proxy statement/prospectus as CLEC operations, and
wireless operations. The aggregate of the three business valuations of R&B was
used in BB&T Capital Market's evaluation of fairness from a financial point of
view.

Comparable Public Company Analysis. As part of its analysis, BB&T Capital
Markets compared various financial information of R&B with corresponding
publicly available information of publicly-traded companies in

35
<PAGE>

each business line that BB&T Capital Markets considered comparable in various
respects with R&B, which we refer to throughout this particular section of the
document as comparable public companies.

ILEC Operations

BB&T Capital Markets analyzed the relative performance of R&B's ILEC
operations by comparing a selected ratio of R&B with those of:

. Chorus Communications Group LTD;

. CT Communications, Inc.;

. D&E Communications, Inc.;

. Hector Communications Corp.;

. Hickory Tech Corp.; and

. Roseville Communications Co.

The ratio used in the valuation analysis was enterprise value to the number of
ILEC access lines in service. Enterprise value to the number of ILEC access
lines in service, or the ratio of enterprise value, which is stock market
equity value plus debt and preferred stock minus cash and marketable
securities, to the number of ILEC access lines in service is an indicator of
how much investors are willing to pay for each access line in service. An
analysis of the multiples for the comparable public ILEC companies yielded
multiples of the current enterprise value per ILEC access line of $2,487 to
$5,246 with a mean of $4,059 and a median of $4,540. In its analysis of R&B's
ILEC operations, BB&T Capital Markets has incorporated an illiquidity discount
of 30% and control premium of 37.9% for a net premium of 7.9%. Applying these
multiples to R&B results in an implied equity value for the ILEC portion of
R&B's value to be from $35.7 million to $72.2 million with a mean of $56.5
million and a median of $62.9 million.

CLEC Operations

BB&T Capital Markets analyzed the relative performance of R&B's CLEC
operations by comparing a selected ratio of R&B with those of:

. Advanced Radio Telecom Corp.;

. CTC Communications Group, Inc.;

. DSL.net, Inc.;

. Electric Lightwave, Inc.;

. e.Spire Communications, Inc.;

. GST Telecommunications, Inc.;

. ITC Deltacom, Inc.;

. McLeod USA;

. MGC Communications, Inc.;

. Net2000 Communications, Inc.; and

. US LEC.

The ratio used in the valuation analysis was enterprise value to the number
of CLEC access lines. Enterprise value to the number of CLEC access lines in
service, or the ratio of enterprise value to the number of CLEC access lines
in service is an indicator of how much investors are willing to pay for each
access line in service. An analysis of the multiples for the comparable public
CLEC companies yielded multiples of the current enterprise value per CLEC
access line of $2,170 to $36,726 with a mean of $10,896 and a median of
$7,392. In

36
<PAGE>

the analysis of R&B's CLEC operations BB&T Capital Markets has incorporated an
illiquidity discount of 30% and control premium of 37.9% for a net premium of
7.9%. Applying these multiples to R&B results in an implied equity value for
the CLEC portion of R&B's value to be from $10.6 million to $179.3 million
with a mean of $53.2 million and a median of $36.1 million.

Wireless Operations

BB&T Capital Markets analyzed the relative performance of R&B's wireless
operations by comparing a selected ratio of R&B with those of:

. AirGate PCS, Inc.;

. Alamosa PCS Holdings, Inc.;

. AT&T Wireless Group;

. Powertel, Inc.;

. Sprint PCS Group; and

. Voicestream Wireless Corp.

The ratio used in the valuation analysis was enterprise value to the number of
people covered by R&B's pro rata amount of spectrum, which we refer to
throughout this joint proxy statement/prospectus as pop. Enterprise value to
the number of people covered by R&B's pro rata amount of spectrum, or the
ratio of enterprise value to the number of people covered by R&B's pro rata
amount of spectrum is an indicator of how much investors are willing to pay
for each covered pop. An analysis of the multiples for the comparable public
wireless companies yielded multiples of the current enterprise value per pop
of $81 to $272 with a mean of $173 and a median of $165. In the analysis of
R&B's wireless operations, BB&T Capital Markets has incorporated an
illiquidity discount of 45%. Applying these multiples to R&B results in an
implied equity value for the wireless portion of R&B's value to be from $38.7
million to $197.1 million with a mean of $114.9 million and a median of $108.1
million.

Based on the previous analyses the implied aggregate equity valuation for
R&B's three businesses is between $85.0 million and $448.6 million with a mean
of $224.6 million and a median of $207.1 million.

Comparable Transactions Analysis. Using publicly available information, BB&T
Capital Markets performed an analysis of completed and/or pending transactions
in each of the three business lines that BB&T Capital Markets deemed
comparable to the merger.

ILEC Transactions

BB&T Capital Markets analyzed the relative performance of R&B to a selected
transaction ratio implied in a selected group of ILEC transactions including
(acquirer/acquiree):

. Citizens Utilities/GTE--California/ . MJD Communications, Inc./TPG
Arizona/Minnesota; Communications, Inc.;

. Citizens Utilities/US West, CenturyTel, . Lynch Corp./Central Scott
Inc./GTE--Arkansas; Telephone Company;

. CenturyTel, Inc./GTE--Wisconsin; . Alltel/Aliant Communications;

. Citizens Utilities/GTE--Nebraska; . CenturyTel Inc./GTE access

. Citizens Utilities/GTE-- Illinois; . Citizens Union/US West access
lines;

. MJD Communications, Inc./Fremont . Citizens Union/GTE access
Telecom Co.; lines;

. MJD Communications, Inc./Peoples . Alaska Communication
Mutual Telephone; Systems/Anchorage Telephone
Utilities;

37
<PAGE>

. Alaska Communication Systems/Century . MJD Communications, Inc./Taconic
Tel-- Alaska Operations; Telephone Corp.;

. MJD Communications, Inc./Utilities, . MJD Communications,
Inc.; Inc./Chautauqua & Erie Telephone;

. (ME), MJD Communications, Inc./Choteau . Lynch Corp./Upper Peninsula
Telephone Company; Telephone Co.;

. MJD Communications, Inc./Ellensburg . Texas Utilities/Lufkin Conroe
Telephone Company; Telephone Exchange, Inc.; and

. Hector Communications/ Felton . Hector Communications/Ollig
Telephone Company; Utilities Company.

In each of these transactions, BB&T Capital Markets calculated enterprise
value as a multiple of ILEC access lines. An analysis of ILEC transaction
multiples yielded multiples of enterprise value to access lines of $1,756 to
$6,364 with a mean of $3,772 and a median of $3,550. Applying these multiples
to R&B results in an implied equity value for the ILEC portion of R&B's value
to be from $24.1 million to $80.7 million with a mean of $48.9 million and a
median of $46.1 million.

CLEC Transactions

BB&T Capital Markets analyzed the relative performance of R&B to a selected
transaction ratio implied in a selected group of CLEC transactions, including
(acquirer/acquiree):

. RCN Corporation/ 21st Century . McLeodUSA Inc./Ovation
Telecom Group, Inc.; Communications, Inc.;

. Mpower Communications, Inc./Primary . McLeodUSA Inc./Dakota
Network Holdings, Inc.; Telecommunications Group;

. NewSouth Communications/UniversalCom, . GST Telecommunications,
Talk.com/Access One Communications Inc./ICON Communications, Inc.;
Corp.;
. MCI/WorldCom, Inc./Brooks Fiber
. Conestoga Enterprises, Inc./TeleBeam, Properties, Inc.; and
Inc.;
. MCI/WorldCom Inc./MFS
. McLeodUSA Inc./Access Communications; Communications Co.

In each of these transactions, BB&T Capital Markets calculated enterprise
value as a multiple of CLEC access lines. An analysis of CLEC transaction
multiples yielded multiples of enterprise value to access lines of $3,071 to
$7,971 with a mean of $5,144 and a median of $4,583. Applying these multiples
to R&B results in an implied equity value for the CLEC portion of R&B's value
to be from $13.9 million to $36.1 million with a mean of $23.3 million and a
median of $20.7 million.

Wireless Transactions

BB&T Capital Markets analyzed the relative performance of R&B to a selected
transaction ratio implied in a selected group of wireless transactions,
including (acquirer/acquiree):

. Telecorp PCS, Inc./Tritel Inc.;

. VoiceStream Wireless Corp./Aerial Communications, Inc.; and

. VoiceStream Wireless Corp./Omnipoint Communications, Inc.

In each of these transactions, BB&T Capital Markets calculated enterprise
value as a multiple of pops. An analysis of wireless transaction multiples
yielded multiples of enterprise value to pops of $198 to $205 with a mean of
$200 and a median of $199. In the analysis of R&B's wireless operations, BB&T
Capital Markets has incorporated an illiquidity discount of 45%. Applying
these multiples to R&B results in an implied equity value for the wireless
portion of R&B's value to be from $135.5 million to $141.5 million with a mean
of $137.7 million and a median of $136.2 million.

38
<PAGE>

Based on the previous analyses the implied aggregate equity valuation for
R&B's three businesses is between $173.5 million and $258.3 million with a
mean of $209.9 million and a median of $203.0 million.

No comparable public company or transaction is identical to R&B or the
merger, respectively. Accordingly, an analysis of the results of the foregoing
necessarily involves complex considerations and judgments concerning financial
and operating characteristics of R&B and other general business, economic,
market, or financial factors that could affect the public trading value of the
companies to which they are being compared. Mathematical analysis (such as
determining the average or the median) is not itself a meaningful method of
using comparable public company data.

Discounted Cash Flow Analysis. BB&T Capital Markets determined that a
discounted cash flow analysis was not relevant because of the capital
intensive nature and negative cash flows of the wireless operations.

The preparation of a fairness opinion is complex and requires more than a
partial analysis or summary description. In arriving at its opinion, BB&T
Capital Markets considered the results of all its analysis as a whole and did
not attribute any particular weight to any analysis or factor considered by
it. BB&T Capital Markets believes that selecting any portion of BB&T Capital
Market's analyses, without considering all analyses, would create an
incomplete view of the process underlying its opinion. In addition, BB&T
Capital Markets may have deemed various assumptions more or less probable than
other assumptions, so that the ranges of valuations resulting for any
particular analysis described above should not be taken to be BB&T Capital
Market's view of the actual value of R&B.

In performing its analyses, BB&T Capital Markets made numerous assumptions
regarding industry performance, general business and economic conditions and
other matters, many of which are beyond the control of R&B. The analyses
performed by BB&T Capital Markets are not necessarily indicative of actual
value, which may be significantly more or less favorable than suggested by
such analyses. Such analyses were performed solely as part of BB&T Capital
Market's analysis of whether the exchange ratio to be received by the holders
of shares of R&B under the merger agreement was fair from a financial point of
view to such holders, and were conducted in connection with the delivery of
the BB&T Capital Markets opinion. The analyses do not purport to be appraisals
or to reflect the prices at which R&B might actually be sold.

As described above, the BB&T Capital Markets opinion provided to the R&B
Board was one of a number of factors taken into consideration by the R&B board
in making its determination to recommend adoption of the merger agreement and
the transactions associated with it. Consequently, the BB&T Capital Markets
analyses described above should not be viewed as determinative of the opinion
of the R&B board or the view of the management with respect to the value of
R&B. The exchange ratio to be received by the holders of shares of R&B under
the merger agreement was determined through negotiations between R&B and CFW
and was approved by the entire R&B board.

BB&T Capital Markets was selected by R&B to give a fairness opinion in
connection with the merger because of BB&T Capital Market's reputation and
expertise as an investment banking firm and its expertise and familiarity with
the telecommunications industry. BB&T Capital Markets, as part of its
investment banking business, is regularly engaged in the valuation of
businesses and their securities in connection with mergers and acquisitions,
underwritings of equities, private placements and valuations for estate,
corporate and other purposes. In the ordinary course of its business, BB&T
Capital Markets may actively trade the equity securities of CFW for its own
account and for the accounts of customers and, accordingly, may at any time
hold a long or short term position in such securities.

Under its engagement letter, R&B agreed to pay BB&T Capital Markets 1) a
non-refundable retainer of $50,000, 2) an additional $25,000 payable upon
delivery of a fairness opinion to the R&B board, and 3) an additional $225,000
payable upon the completion of the merger. In addition to these amounts, BB&T
Capital Markets will also be reimbursed for expenses incurred in connection
with BB&T Capital Market's representation of R&B. R&B has also agreed to
indemnify BB&T Capital Markets against various liabilities, including

39
<PAGE>

liabilities under the federal securities laws, related to, arising out of or
in connection with the engagement of BB&T Capital Markets by R&B.

The foregoing summary does not purport to be a complete description of the
analyses performed by BB&T Capital Markets and is qualified in its entirety by
reference to the BB&T Capital Markets opinion attached as Annex B to this
-------
joint proxy statement/prospectus.

Opinion of CFW's Financial Advisor

Under an engagement letter dated February 18, 2000, the board of directors
of CFW retained Banc of America Securities LLC, referred to throughout this
section as BAS, to act as its financial advisor in connection with a possible
acquisition of R&B. BAS is a nationally recognized investment banking firm
and, as part of its activities, is regularly engaged in the valuation of
businesses and their securities in connection with mergers and acquisitions,
negotiated underwritings, secondary distributions of listed and unlisted
securities, private placements and valuations for corporate and other
purposes. CFW selected BAS as its financial advisor on the basis of BAS'
experience and expertise in transactions similar to the merger and its
reputation in the wireless communications industry and investment community.

On June 16, 2000, BAS delivered to the CFW board its opinion, that the
exchange ratio under the merger agreement was fair to CFW from a financial
point of view, as of June 16, 2000 and subject to the assumptions and
qualifications described to the CFW board. CFW determined the exchange ratio
in the merger through negotiations with R&B. CFW did not impose any
limitations on BAS with respect to the investigations made or procedures
followed in rendering its opinion.

The full text of BAS' written opinion dated as of June 16, 2000, which sets
forth, among other things, the assumptions made, procedures followed, matters
considered and limitations on the review undertaken in connection with the
opinion is attached hereto as Annex C to this joint proxy statement/prospectus
-------
and is incorporated herein by reference and should be read carefully and in
its entirety in connection with this joint proxy statement/prospectus. The
following summary of BAS' opinion is qualified in its entirety by reference to
the full text of the opinion.

BAS' opinion is directed to the CFW board and does not serve as a
recommendation to any CFW shareholder as to how such shareholder should vote
with respect to the merger. BAS' opinion addresses only the financial fairness
of the exchange ratio under the merger and does not address the relative
merits of the merger or any alternatives to the merger, the underlying
decision of the CFW board to proceed with or effect the merger or any other
aspect of the merger. In furnishing its opinion, BAS did not admit that it is
an expert within the meaning of the term "expert" as used in the Securities
Act nor did it admit that its opinion serves as a report or valuation within
the meaning of the Securities Act and statements to that effect are included
in the BAS opinion.

In connection with its opinion, BAS, among other things:

. reviewed various publicly available financial statements and other
business and financial information of R&B and CFW, respectively;

. reviewed various internal financial statements and other financial and
operating data concerning R&B and CFW, respectively; analyzed various
financial forecasts prepared by the managements of R&B and CFW,
respectively;

. reviewed information relating to various strategic, financial and
operational benefits anticipated from the merger, prepared by the
management of CFW;

. discussed the past and current operations, financial condition and
prospects of R&B with senior executives of R&B and of CFW and discussed
the past and current operations, financial condition and prospects of
CFW with senior executives of CFW;

40
<PAGE>

. discussed with senior executives of CFW the results of CFW's due
diligence performed with regard to R&B;

. reviewed the reported prices and trading activity for CFW common stock;

. reviewed the pro forma impact of the merger on CFW's cash flow,
consolidated capitalization and financial ratios;

. compared the financial performance of R&B and CFW and the prices and
trading activity of CFW common stock with that of various other publicly
traded companies that it believed to be relevant;

. compared the financial terms of the merger to financial terms, to the
extent publicly available, of certain other business combination
transactions that it believed to be relevant;

. reviewed the June 14, 2000 draft of the merger agreement, including
exhibits F through H thereto (exhibits E through G of final draft of
merger agreement); and

. performed such other analyses and considered such other factors as it
believed to be appropriate.

In connection with its review, BAS assumed and relied upon the accuracy and
completeness of the financial and other information it reviewed for the
purposes of this opinion. BAS did not assume any responsibility to verify
independently the information referred to above or undertake an independent
evaluation, appraisal or physical inspection of any of the assets or
liabilities of CFW or R&B, nor was BAS furnished with that kind of evaluation
or appraisal. BAS also assumed the following:

. with respect to the financial forecasts, including information relating
to various strategic, financial and operational benefits anticipated
from the merger, that such forecasts had been reasonably prepared on
bases reflecting the best currently available estimates and good faith
judgments of the future financial performance of CFW and R&B;

. that there had been no material changes in CFW's or R&B's assets,
financial condition, results of operations, business or prospects since
the respective dates of the last financial statements made available to
BAS;

. that the merger would be completed in a manner that complies in all
respects with the applicable provisions of the Securities Act, the
Securities Exchange Act of 1934, as amended, and all other applicable
federal and state statutes, rules and regulations; and

. that the merger would be completed in accordance with the terms
described in the June 14, 2000 draft of the merger agreement, without
further amendment and without any waiver by CFW of any of the conditions
to its obligations under the June 14, 2000 draft.

BAS' opinion was based on economic, monetary and market and other conditions
as in effect on, and the information made available to BAS as of June 16,
2000. Accordingly, although later developments may affect its opinion, BAS has
not assumed any obligation to update, revise or reaffirm its opinion. Set
forth below is a brief summary of the report presented by BAS to the CFW board
on June 16, 2000 in connection with its opinion. Some of the summaries below
include information in tabular format. The tables are not a complete
description of the financial analyses and should be read together with the
text of the summaries.

41
<PAGE>

Comparable Company Analysis. BAS reviewed and compared selected historical
and projected financial and operating performance data of R&B to various
corresponding data of various publicly traded companies that BAS believed to
be comparable to R&B. Based on public and other available information, BAS
calculated a range of aggregate value for R&B (defined as equity value plus
debt less cash and cash equivalents) using a sum-of-the-parts analysis based
on various metrics deemed applicable as follows:

<TABLE>
<CAPTION>
# Comparable
R&B Segment of Companies Metric High Low Mean

<S> <C> <C> <C> <C> <C>
Incumbent Local Exchange Carrier 20 2000E 15.3x 6.4x 8.2x
("ILEC") EBITDA
----------------------------------------------------------------------------
Competitive Local Exchange Carrier 16 2000E 16.5x 2.6x 7.9x
("CLEC") Revenue
----------------------------------------------------------------------------
Long-haul Carrier ("Long-haul") 3 2000E 26.4x 7.6x 13.9x
Revenue
----------------------------------------------------------------------------
Internet Service Provider ("ISP") 10 2000E 27.1x 1.9x 12.2x
Revenue
----------------------------------------------------------------------------
PCS Service Provider ("PCS") 9 Licensed $365 $85 $215
POPs
----------------------------------------------------------------------------
Other N/A Various N/A N/A N/A
----------------------------------------------------------------------------
</TABLE>

Based on the above analysis, BAS estimated a sum-of-the-parts aggregate
valuation range for R&B of between $265 million and $355 million or an equity
valuation range of between $235 million and $325 million, obtained by
subtracting R&B debt, R&B debt attributed to the Virginia Alliance and the
West Virginia Alliance, incremental investment required to raise R&B's equity
ownership in the Virginia Alliance and adding R&B cash and the after tax value
of securities and assets R&B held for sale from the calculated aggregate
value. BAS noted that the exchange ratio multiplied by 3.7 million CFW shares
of common stock to be issued to R&B shareholders, multiplied by CFW's 30 day
average closing stock price as of June 14, 2000 of $37.80 implied an equity
valuation of approximately $140 million.

Comparable Transactions Analysis. BAS considered various recently announced
acquisitions involving target companies that BAS deemed comparable to R&B.
Based on public and other available information, BAS calculated a range of
aggregate value for R&B using a sum-of-the-parts analysis based on various
metrics deemed applicable based on the acquisition of all or part of a target
company as follows:

<TABLE>
<CAPTION>
# Comparable
R&B Segment of Companies Metric High Low Mean

<S> <C> <C> <C> <C> <C>
Incumbent Local Exchange
Carrier ("ILEC") 17 $/Access Line $4,800 $1,400 $2,900
-------------------------------------------------------------------------------
Competitive Local
Exchange Carrier
("CLEC") 16 2000E Revenue 46.7x 1.2x 17.7x
-------------------------------------------------------------------------------
Long-haul Carrier ("Long-
haul") 6 2000E Revenue 21.1x 2.8x 9.6x
-------------------------------------------------------------------------------
Internet Service Provider
("ISP") 11 2000E Revenue 27.3x 1.9x 9.3x
-------------------------------------------------------------------------------
PCS Service Provider
("PCS") 8 Licensed Pops $ 635 $ 45 $ 245
-------------------------------------------------------------------------------
Other N/A Various N/A N/A N/A
-------------------------------------------------------------------------------
</TABLE>

42
<PAGE>

Such analysis yielded a sum-of-the-parts aggregate valuation range for R&B
of between $180 million and $330 million or an equity valuation range of
between $150 million and $300 million, obtained by subtracting R&B debt, R&B
debt attributed to the Alliances, incremental investment required to raise
R&B's equity ownership in the Virginia Alliance and adding R&B cash and the
after tax value of securities and assets R&B held for sale from the calculated
aggregate value. BAS noted that the exchange ratio multiplied by 3.7 million
CFW shares of common stock to be issued to R&B shareholders, multiplied by
CFW's 30 day average closing stock price as of June 14, 2000 of $37.80 implied
an equity valuation of approximately $140 million.

No other company or transaction used in the comparable company or comparable
transactions analysis as a comparison is identical to R&B or the merger. An
analysis of the results therefore requires complex considerations and
judgments regarding the financial and operating characteristics of R&B and the
companies involved in the comparable company and comparable transactions
analyses, as well as other facts that could affect their publicly-traded
and/or transaction value.

Discounted Cash Flow Analysis. BAS applied a discounted cash flow analysis
to the consolidated financial cash flow forecasts for R&B for calendar years
2000 (beginning July 1, 2000) through 2004 (ending December 31, 2004), as
estimated by management of CFW. Such analysis was based upon various financial
projections prepared by the management of CFW. BAS performed the analysis in
two ways, indicated on the table below as Method 1 and Method 2.

For Method 1, BAS first calculated the present values of the forecasted
consolidated cash flows. Second, BAS estimated the present value of the
aggregate value of R&B's consolidated businesses at the end of 2004 by
applying multiples to R&B's estimated calendar year 2004 consolidated EBITDA,
which multiples ranged from 6.0x to 8.0x. Such cash flows and aggregate values
were discounted to present values using discount rates ranging from 9.0% to
11.0%. This analysis indicated a range of aggregate values for R&B's
consolidated assets from $37 million to $54 million.

BAS applied a discounted cash flow analysis to the financial cash flow
forecasts for R&B's unconsolidated ownership interest the Alliances for
calendar years 2000 (beginning July 1, 2000) through 2004 (ending December 31,
2004), as estimated by the CFW management. In conducting this analysis, BAS
first calculated the present values of the forecasted cash flows. Second, BAS
estimated the present value of the aggregate value of the Alliances at the end
of 2004 by applying multiples to the Alliances' estimated calendar year 2004
EBITDA, which multiples ranged from 9.5x to 12.0x. Such cash flows and
aggregate values were discounted to present values using discount rates
ranging from 12.0% to 14.0%. This analysis indicated a range of aggregate
values for R&B's ownership interest from $119 million to $166 million.

For Method 2, BAS used the same calculation for the range of aggregate
values for R&B's consolidated assets as in Method 1. Next, BAS estimated the
aggregate value of R&B's ownership interest in the Alliances based on CFW's 30
day average closing stock price as of June 14, 2000, of approximately $83
million.

Finally, for both Method 1 and Method 2, BAS applied various estimates to
the aggregate value of R&B's other owned licenses not included in either cash
flow forecast.

A summary of the discounted cash flow aggregate valuations are as follows:

<TABLE>
<CAPTION>
R&B consolidated Alliance asset Other license Aggregate value
$millions asset value value value range
----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Method 1 $37--54 $119--166 $13 $170--235
----------------------------------------------------------------------------
Method 2 $37--54 $83 $13 $135--150
</TABLE>

BAS noted these ranges imply an equity value of $135 million to $200 million
for Method 1 and $100 million to $115 million for Method 2, obtained by
subtracting R&B debt, R&B debt attributed to the Alliances, incremental
investment required to raise R&B's equity ownership in the Virginia Alliance
and adding R&B cash and the estimated after tax value of securities R&B held
for sale from the calculated aggregate value.

43
<PAGE>

The preparation of the R&B financial projections by CFW involved judgments
with respect to R&B's operations that, may not be realized, but which CFW's
management believed to be reasonable at the time. The R&B financial
projections were based on estimates and assumptions that are inherently
subject to significant economic and competitive uncertainties and
contingencies, all of which are difficult to predict and many of which are
beyond R&B's and CFW's control. Accordingly, actual results may vary
materially from the financial projections for R&B.

Contribution Analysis. Using estimates and forecasts prepared by CFW with
respect to CFW and R&B, BAS reviewed the estimated contribution of each of CFW
and R&B to estimated calendar years 2000, 2001 and 2002 revenue, EBITDA and
PCS licensed pops for the combined company. BAS then compared these
contributions to the pro forma share ownership of the combined company (which
was calculated only to account for the merger of R&B and CFW and excluded
effects from other transactions, namely the Welsh, Carson, Anderson & Stowe
VIII, L.P. and Morgan Stanley Dean Witter investment in CFW announced on May
18, 2000 and the high yield offering by CFW announced on July 11, 2000) to be
owned by each of CFW's and R&B's shareholders, assuming completion of the
merger as described in the merger agreement. This analysis indicated that
CFW's shareholders would own approximately 78% of the combined company. Such
analysis also indicated that, based on these forecasts, CFW would contribute
approximately 80%, 81% and 81% of the combined company's estimated revenue
(including attributed revenue from the Alliances), 91%, 84% and 81% of the
combined company's EBITDA (including attributed EBITDA from the Alliances) and
68%, 68% and 68% of the combined company's PCS licensed pops respectively, for
the calendar years 2000, 2001 and 2002.

BAS also noted that CFW shares of common stock had a 30 day average closing
price as of June 14, 2000 of $37.80, a 52 week low trading price of $29.31 and
a 52 week high trading price of $43.00. The trading price the day before the
merger was announced, May 18, 2000, in conjunction with several other
transactions, was $35.50.

While this summary describes all analyses and examinations that BAS believes
to be material to its opinion, it does not purport to be a comprehensive
description of all analyses and examinations actually conducted by BAS. The
preparation of a fairness opinion is complex and requires more than a partial
analysis or summary description. BAS believes that its analyses and this
summary must be considered as a whole and that selecting portions of its
analyses and of the factors considered, without considering all analyses and
factors, would create an incomplete view of the processes underlying the
analyses set forth in its presentation to the CFW board. In addition, BAS may
have given various analyses more or less weight than other analyses, and may
have deemed various assumptions more or less probable than other assumptions.
The fact that any specific analysis has been referred to in this summary is
not meant to indicate that such analysis was given greater weight than any
other analysis. Accordingly, the ranges of valuations resulting from any
particular analysis described above should not be taken to be BAS' view of the
actual value of R&B.

In performing its analyses, BAS made numerous assumptions regarding industry
performance, general business and economic conditions and other matters, many
of which are beyond the control of CFW and R&B. The analyses performed by BAS
are not necessarily indicative of actual values or actual future results,
which may be significantly more or less favorable than those suggested by such
analyses. Such analyses were prepared solely as part of BAS' analysis of the
financial fairness of the exchange ratio under the merger and were provided to
the CFW board in connection with the delivery of BAS' opinion. The analyses do
not purport to be appraisals or to reflect the prices at which a company might
actually be sold or the prices at which any securities may trade at any time
in the future. Analyses based upon forecasts or future results are not
necessarily indicative of actual values or future results, which may be
significantly more or less favorable than suggested by such analyses. Because
such analyses are inherently subject to uncertainty, being based upon numerous
factors and events, including, without limitation, factors relating to general
economic and competitive conditions beyond the control of the parties or their
respective advisors, BAS has assumed no liability for such forecasts.

As described above, BAS' opinion and presentation to the CFW board were
among the many factors taken into consideration by the CFW board in making its
determination to approve, and to recommend that CFW's

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shareholders approve the merger. This summary does not purport to be a
complete description of the analysis performed by BAS and is qualified by
reference to the written opinion dated as of June 16, 2000 of BAS set forth in
Annex C to this joint proxy statement/prospectus. The shareholders of CFW are
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encouraged to read this opinion in its entirety.

Under the terms of the engagement letter, CFW has agreed to pay BAS a merger
fee of $1,000,000 contingent on the completion of the merger. The engagement
letter also calls for CFW to reimburse BAS for its reasonable out-of-pocket
expenses. Under a separate letter agreement, CFW has agreed to indemnify BAS,
its affiliates, and their respective partners, directors, officers, agents,
consultants, employees and controlling persons against various liabilities,
including liabilities under the federal securities laws.

In the ordinary course of its business, BAS actively trades the equity
securities of CFW for its own account and for the accounts of customers and,
accordingly, may at any time hold a long or short position in such securities.
BAS also has performed various investment banking services for CFW.

Interests of Management and Directors of R&B in the Merger

As an inducement to provide future services, the merger agreement
contemplates the following arrangements:

J. Allen Layman Employment Agreement. Upon completion of the merger, CFW and
Mr. Layman will enter into an employment agreement under which Mr. Layman will
serve as President of CFW and President and Chief Executive Officer of the
surviving corporation for a period of five years following the merger. Mr.
Layman will receive an up-front payment of $1,000,000 for entering into the
agreement. Mr. Layman will receive a base salary of not less than $275,000 per
year during the term of the agreement and will be eligible to receive annual
incentive compensation of up to 35% of his base salary, subject to achieving
various objectives based on the performance of CFW and the approval of CFW's
board of directors. Additionally, Mr. Layman will also be entitled, under
CFW's long-term stock-based incentive compensation program, to receive CFW
stock options with a value, as determined by CFW's board, equal to 32% of the
median base salary for a comparably situated executive officer, subject to
CFW's performance and board approval. Before the expiration of the five-year
employment term, if Mr. Layman's employment is terminated without cause or as
a result of his death or disability or if he resigns with good reason, he will
be entitled to his base salary for the remaining term, as well as various pro
rata incentive payments. The agreement also contains restrictive covenants
that, during his employment and for five years after the termination of his
employment, will prevent Mr. Layman from competing with CFW. As consideration
for his agreement to these restrictive covenants, Mr. Layman will be entitled
to an annual payment of $250,000, subject to an annual adjustment by a
percentage amount equal to an increase in the Consumer Price Index.

J. Allen Layman Management Continuity Agreement. Upon completion of the
merger, CFW and Mr. Layman will enter into a management continuity agreement
under which, in the event of a change of control of CFW, Mr. Layman will be
entitled to severance benefits if his employment is terminated without cause
or he resigns with good reason. Under the management continuity agreement, Mr.
Layman's severance benefits will be equal to the greater of 1) an amount he
would otherwise receive under the terms of his employment agreement, if such
agreement is then effective, or 2) two years compensation, which shall include
his annual base salary and annual incentive payments. Each of CFW's other
executive officers has a similar agreement.

CFW Stock Options to R&B Management. CFW will grant options to purchase
shares of CFW common stock to the following R&B executives in the approximate
amounts set forth below:

. J. Allen Layman 31,000
. Michael Layman 7,800
. Charles Richardson 6,200
. Chris Foster 4,700
. Tom Orr 3,100
. Dan Overstreet 1,600

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In addition, the merger agreement contemplates the following:

R&B Designees to CFW board. CFW will increase its board of directors to
include two designees of R&B. The R&B initial designees will be J. Allen
Layman and John B. Williamson, III. Mr. Layman will serve as Chairman of the
CFW board.

Surviving Corporation Lease. Before the completion of the merger and in
accordance with arrangements made before signing of the merger agreement, R&B
will enter into a lease with The Layman Family, L.L.C., under which R&B will
lease certain land adjoining R&B's offices and a shell building to be
constructed by The Layman Family, L.L.C. The term of the lease will be 20
years, plus optional renewal terms, and the surviving corporation will pay
rent at the rate of $15 per square foot, which amount will be increased
annually by the Consumer Price Index, not to exceed 5% per year.

R&B Voting Agreements

The directors, related persons of the directors and various major
shareholders of R&B, who collectively own as of September 25, 2000
approximately 69% of R&B's outstanding common stock, have signed voting
agreements to vote their shares of R&B common stock in favor of the merger
proposal. Since the vote of these shareholders is sufficient to approve the
merger, approval of the merger is assured. As a result, R&B shareholders may
not defeat the merger by voting against it. If they oppose the merger and do
not wish to receive CFW shares in the merger, their only remedy is to seek
appraisal of their R&B shares. Under the terms of the merger agreement
however, if more than 5% of R&B shareholders dissent from the merger, CFW may
terminate the merger. For a description of R&B shareholders' appraisal rights,
see "R&B Shareholder Dissenters' Rights" on page 49. The obligations under the
voting agreements terminate automatically upon the termination of the merger
agreement.

The following holders of R&B common stock, representing 42,273 shares or
approximately 69% of its outstanding common stock are parties to voting
agreements for the benefit of CFW: The Layman Family, LLC, J. Allen Layman, J.
Allen Layman Family, LLC, May Ann Layman, John Allen Layman, Jr., James D.
Layman, Ashley Nicole Layman, Leslie Renee Layman, Sandra Layman Bolton,
Applewood Holdings, LLC, Stephen L. Bolton, Brian E. Bolton, Michael J.
Layman, Michael and Jani Layman, Robert F. Layman, Jr., Jerry W. Henderson,
Ashby H. Henderson Family Trust II, George E. Holt, Jr., Rowland E. Wampler,
Dewey J. Bailey, John F. Kilby and John B. Williamson, III. For additional
information on the ownership and voting of R&B common stock, R&B directors and
executive officers, see "Management of R&B--Principal Shareholders" on
page 111.

Material Federal Income Tax Consequences

The following summarizes the material federal income tax consequences of the
merger to R&B shareholders. This summary and the legal opinion described below
are based on current law, which is subject to change at any time, possibly
with retroactive effect. This summary and the legal opinion are not a complete
description of all tax consequences of the merger and, in particular, do not
address all of the federal income tax consequences applicable to the personal
circumstances of R&B shareholders or to taxpayers that are subject to special
treatment under federal income tax law. In addition, this summary and the
legal opinion do not address the tax consequences of the merger under
applicable state, local or foreign laws. Each R&B shareholder should consult
with his or her own tax advisor about the tax consequences of the merger in
light of his or her particular circumstances, including the application of any
state, local or foreign law.

The obligations of CFW and R&B to complete the merger are subject to the
receipt of an opinion of Hunton & Williams, counsel to CFW, that the merger
will qualify as a reorganization within the meaning of Section 368(a) of the
Internal Revenue Code of 1986, as amended, referred to throughout this joint
proxy statement/prospectus as the Code. If the merger qualifies as a
reorganization:

. no gain or loss will be recognized by R&B or CFW upon completion of the
merger;

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. no gain or loss will be recognized by an R&B shareholder upon the
exchange of his or her stock for CFW common stock in the merger, except
with respect to the receipt of cash instead of a fractional share;

. the aggregate tax basis of the shares of CFW common stock received in
the merger by an R&B shareholder, including any fractional share
interest, will be the same as the aggregate tax basis of the shares of
R&B common stock surrendered in the merger;

. the holding period of the shares of CFW common stock received in the
merger by an R&B shareholder will include the holding period of the
shares of R&B common stock surrendered in the merger, if the shares of
R&B common stock are held as capital assets at the effective time;

. an R&B shareholder who receives cash instead of a fractional share of
CFW common stock will recognize gain or loss equal to the difference
between the amount of cash received and his or her tax basis in the CFW
common stock that is allocable to the fractional share; the gain or loss
recognized generally will constitute capital gain or loss if the R&B
common stock was held as a capital asset at the effective time; and

. if escrowed shares are redeemed in satisfaction of indemnification
claims:

. . a former R&B shareholder whose escrowed shares are redeemed will
recognize gain or loss equal to the difference between the amount
of the indemnification claims satisfied with those shares and the
adjusted basis of those shares; and

. . the adjusted basis of the remaining shares of CFW common stock the
former R&B shareholder received in the merger will be increased by
the amount of the indemnification claims satisfied with the
redeemed shares.

Receipt by R&B and CFW of a tax opinion of Hunton & Williams as of the date
of closing is a condition to completion of the merger. The opinion of Hunton &
Williams is based on, and the opinion to be given as of the date of the
closing will be based on, customary assumptions and representations made by
R&B and CFW. An opinion of counsel represents counsel's best legal judgment
and is not binding on the Internal Revenue Service or any court. If the merger
does not qualify as a reorganization, the exchange of stock in the merger
would be taxable to R&B shareholders, who would recognize gain or loss as if
they had received cash in the amount of the fair market value of the CFW
common stock received.

The receipt of cash under to the exercise of dissenters' rights by an R&B
shareholder will be a taxable transaction. Any R&B shareholder considering the
exercise of dissenters' rights should consult a tax advisor to determine the
tax consequences of exercising his or her dissenters' rights.

Accounting Treatment

We intend to account for the merger using the purchase method for business
combinations with CFW deemed to have acquired R&B.

Regulatory Filings and Approvals Required to Complete the Merger

The merger is subject to the requirements of the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, which prevents some transactions from being
completed until required information and materials are furnished to the
Antitrust Division of the Department of Justice and the Federal Trade
Commission and various waiting periods end or expire. CFW will make all
required filings under the Hart-Scott-Rodino Act. The applicable waiting
periods expired on October 1, 2000. The requirements of Hart-Scott-Rodino will
be satisfied if the merger is completed within one year from the termination
of the waiting period.

Under the Communications Act of 1934, the Federal Communications Commission
must approve, before the completion of the merger, the transfer of control to
CFW of R&B's FCC licenses, franchises and

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<PAGE>

authorizations. The FCC must determine whether CFW is qualified to control
such licenses and authorizations and whether the transfer is consistent with
the public interest, convenience and necessity. CFW and R&B will file all
required transfer of control applications with the FCC.

Under Virginia's Utility Transfer Act, the Virginia State Corporation
Commission must approve CFW's acquisition of R&B's telephone operations. On
June 29, 2000, R&B and CFW filed a Joint Petition with the State Corporation
Commission of the Commonwealth of Virginia seeking approval under the Utility
Transfer Act. On August 24, 2000, the SCC issued an order approving the merger
of CFW and R&B under the Utility Transfer Act.

CFW will make all filings under Virginia's Utility Affiliate Act with regard
to the transactions between R&B and any other affiliate of CFW. The approval
process generally takes 60 days after the filing of the completed application
(but such 60-day period may be extended by an additional 30 days).

We are not aware of any other material governmental or regulatory approval
required for completion of the merger, other than compliance with the
applicable corporate law of Virginia.

Procedures for Exchange of Stock Certificates

Promptly after the merger is completed, CFW will send to each former
shareholder of R&B a letter and instructions for exchanging the shareholder's
R&B stock certificates for the stock certificates of CFW. After the merger
becomes effective, shares of R&B common stock will represent only the right to
receive:

. certificates representing shares of CFW common stock into which the
shareholder's shares of R&B common stock are converted; and

. a check for any fractional share interests.

The CFW common stock certificates and any checks will be delivered to each
former R&B shareholder on receipt by CFW of certificates representing the
shareholder's shares of R&B common stock, along with a properly completed
letter transmitting the certificates. If any of the certificates of R&B common
stock have been lost, stolen or destroyed, the shareholder must deliver an
indemnification agreement reasonably satisfactory to CFW. No interest will be
paid on any cash to be paid instead of fractional shares.

You should not send in your certificates representing R&B common stock until
you receive instructions from CFW.

Neither CFW nor R&B will be liable to any former R&B shareholder for any
shares or cash delivered in good faith to a public official under applicable
abandoned property, escheat or similar laws.

Until their outstanding certificates representing R&B common stock are
surrendered, former shareholders of R&B will not receive any dividends payable
to CFW shareholders for any period after the merger becomes effective. When
R&B shareholders surrender their certificates formerly representing R&B common
stock, the certificates will be canceled and exchanged for certificates of CFW
common stock and cash representing fractional shares. In addition, when CFW
stock certificates are issued to former common shareholders of R&B, any
dividend declared by CFW with a record date for common shareholders entitled
to receive the dividend on or after the merger becomes effective and a date of
payment before the date the CFW certificates are surrendered will be paid
promptly to the former common shareholders. No interest will be paid on these
dividends.

CFW may deduct any amounts required to be withheld under federal, state,
local or foreign income tax laws from any cash payments made to a R&B
shareholder. For federal income tax purposes, former R&B shareholders will be
treated as having received any amounts withheld by CFW.

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R&B Shareholder Dissenters' Rights

R&B is a Virginia corporation. Under Virginia law, R&B shareholders will
have the right to dissent from a merger and receive payment in cash for their
shares of common stock. As a shareholder of a Virginia corporation, each R&B
shareholder is entitled to an appraisal by a Circuit Court of the "fair value"
of his or her shares because R&B will be a party to the merger and approval by
the R&B shareholders is required for the merger. An R&B shareholder who
desires to receive payment of the "fair value" of his shares must follow the
specific procedural requirements under Virginia law in order to maintain such
right and obtain such payment.

Article 15 of the Virginia Stock Corporation Act addresses shareholders'
rights to dissent and is reprinted in its entirety in Annex D to this joint
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proxy statement/prospectus. The following discussion is a summary of the
material terms of the law relating to rights to dissent and is qualified in
its entirety by reference to Annex D. R&B shareholders should review this
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discussion and Annex D carefully if they wish to exercise their statutory
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right to dissent, or preserve their right to dissent because failure to comply
with the procedures described in this discussion and in the statute will
result in the loss of the right to dissent to the merger.

An R&B shareholder who wishes to exercise rights to dissent generally must
dissent with respect to all of the shares he or she owns or over which he or
she has power to direct the vote. However, if a record shareholder is a
nominee for several beneficial shareholders, some of whom wish to dissent and
some of whom do not, then the record shareholder may dissent with respect to
all the shares beneficially owned by any one person by notifying R&B in
writing of the name and address of each person on whose behalf the record
shareholder asserts such rights to dissent. A beneficial shareholder may
assert their rights directly by submitting to R&B the record shareholder's
written consent to the dissent and by dissenting with respect to all the
shares of which the shareholder is the beneficial shareholder or over which
the shareholder has power to direct the vote.

An R&B shareholder wishing to exercise his or her right to dissent must
deliver a written payment demand to R&B before the taking of the vote on the
merger agreement at the special meeting of R&B shareholders. A shareholder who
wishes to assert dissenters' rights must:

1) state the shareholder's intent to demand payment for his shares if the
proposed action is effectuated; and

2) not vote his shares in favor of the proposed action.

The written demand should be sent to the following address:

R&B Communications, Inc.
1900 Roanoke Road
Daleville, Virginia 24083
Attn: J. Allen Layman

If we complete the merger, the surviving corporation in the merger will,
within 10 days after the effective time of the merger, deliver a written
notice to all shareholders who properly exercised their dissent and appraisal
rights. The notice delivered by the surviving corporation in the merger will:

. state where payment demand is to be sent and where and when certificates
for the shares subject to the shareholders' dissent are to be deposited;

. supply a form for demanding payment that includes the date (May 18,
2000) of the first announcement to the news media of the merger, and
requires that the person asserting dissenters' rights certify whether or
not such person acquired beneficial ownership of such person's shares
subject to the shareholders' dissent before or after such date;

. set a date by which the surviving corporation must receive the payment
demand, which date may not be less than 30 nor more than 60 days after
the date of delivery of the dissenters' notice; and

. include a copy of Article 15 of the Virginia Stock Corporation Act.

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<PAGE>

The shareholder's dissenters' notice shall demand payment, certify that such
holder acquired beneficial ownership of such holder's shares of R&B common
stock before, on or after May 18, 2000, and deposit the certificates
representing such holder's shares of R&B common stock in accordance with the
dissenters' notice. A shareholder who deposits such holder's shares as
described in the dissenters' notice retains all other rights as a holder of
R&B common stock except to the extent such rights are canceled or modified by
the completion of the merger. A shareholder who does not demand payment and
deposit his or her share certificates where required, each by the date stated
in the dissenters' notice, is not entitled to payment for such holder's shares
under Article 15 of the Virginia Stock Corporation Act.

Except as provided below with respect to after-acquired shares, within 30
days after receipt of a payment demand, the surviving corporation shall pay
the dissenter the amount that the surviving corporation estimates as the fair
value of the dissenter's shares, plus accrued interest. The obligations of the
surviving corporation to make such payment may be enforced:

. by the Circuit Court for the City of Waynesboro, Virginia; or

. at the election of any dissenter residing or having its principal office
in Virginia, by the circuit court in the city or county where the
dissenter resides or has such office.

The following items will accompany the payment by the surviving corporation:

. R&B's balance sheet as of the end of a fiscal year ended not more than
16 months before the effective time of the merger, an income statement
for that year, a statement of changes in shareholders' equity for that
year and the latest available interim financial statements, if any;

. an explanation of how the surviving corporation estimated the fair value
of the shares and of how the interest was calculated;

. a statement of the dissenter's right to demand payment as described
below; and

. a copy of Article 15 of the Virginia Stock Corporation Act.

The surviving corporation may elect to withhold payment from a dissenter
unless the dissenter was the beneficial owner of the shares subject to such
rights to dissent on May 18, 2000 in which case the surviving corporation will
estimate the fair value of such after-acquired shares, plus accrued interest,
and will offer to pay such amount to each dissenter who agrees to accept it in
full satisfaction of such dissenter's demand. The surviving corporation will
send with such offer an explanation of how it estimated the fair value of the
shares and of how the interest was calculated, and a statement of the
dissenter's right to demand payment as described below.

Within 30 days after the surviving corporation makes or offers payment as
described above, a dissenter may notify the surviving corporation in writing
of the dissenter's own estimate of the fair value of the shares and the amount
of interest due, and demand payment of such estimate (less any payment by the
surviving corporation) or reject the surviving corporation's offer and demand
payment of such estimate.

If any such demand for payment remains unsettled, within 60 days after
receiving the payment demand, the surviving corporation will petition the
Circuit Court for the City of Waynesboro, Virginia to determine the fair value
of the shares and the accrued interest and make all dissenters whose demands
remain unsettled parties to such proceeding, or pay each dissenter whose
demand remains unsettled the amount demanded. Each dissenter made a party to
such proceeding is entitled to a judgment for:

. the amount, if any, by which the court finds that the fair value of the
shares, plus interest, exceeds the amount paid by the surviving
corporation; or

. the fair value, plus accrued interest, of the dissenter's after-acquired
shares for which the surviving corporation elected to withhold payment.

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The court will determine all costs of the proceeding, including the
reasonable compensation and expenses of appraisers appointed by the court and
assess the costs against the surviving corporation, or against all or some of
the dissenters to the extent the court finds the dissenters did not act in
good faith in demanding payment.

The foregoing is only a summary of the rights of a dissenting holder of R&B
common stock. Any holder of R&B common stock who intends to dissent from the
merger should carefully review the text of the applicable provisions of
Article 15 of the Virginia Stock Corporation Act in Annex D to this joint
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proxy statement/prospectus and should also consult with such holder's
attorney.

The failure of a holder of R&B common stock to follow precisely the
procedures summarized above, and stated in Annex D, may result in loss of
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dissenters' rights. We will not furnish any further notice of the events
giving rise to dissenters' rights or any associated steps to holders of R&B
common stock, except as indicated above or otherwise required by law.

In general, any dissenting shareholder who perfects such holder's right to
be paid the fair value of such holder's R&B common stock in cash will
recognize taxable gain or loss for federal income tax purposes upon receipt of
such cash. See "Material Federal Income Tax Consequences" on page 46 for a
more detailed description of the tax consequences of the merger.

Federal Securities Law Consequences; Resale Restrictions

All shares of CFW common stock that will be distributed to shareholders of
R&B in the merger will be freely transferable, except that 10% of such shares
are being placed in escrow, as described in "Escrow Shares and
Indemnification" on page 56, and except for shares subject to various two-year
restrictive agreements, as described in "Additional Conditions to Obligations
of CFW" on page 59, and for various legal restrictions applicable to
"affiliates" of R&B or CFW. The shares received by affiliates of R&B may be
resold by them only in compliance with Rule 145 under the Securities Act.
Shares of CFW common stock received by R&B shareholders who become affiliates
of CFW may be sold by them only under the provisions of Rule 144 under the
Securities Act or as otherwise permitted under the Securities Act. The merger
agreement requires R&B to cause each of its affiliates to execute a written
agreement to the effect that they will not sell or dispose of any of the
shares of CFW common stock issued to them in the merger unless the sale or
disposition of such shares has been registered under the Securities Act is in
conformity with Rule 145 or is otherwise permitted under the Securities Act.

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TERMS AND CONDITIONS OF THE MERGER AGREEMENT

This section describes the material provisions of the merger agreement,
dated as of June 16, 2000. This description does not purport to be complete
and is entirely qualified by reference to the merger agreement, a copy of
which is attached to this joint proxy statement/prospectus as Annex A, and
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which is incorporated in this document by reference. All shareholders are
urged to read the entire merger agreement carefully in its entirety.

The Merger

Structure. As a result of the merger, R&B will become a wholly owned
subsidiary of CFW.

Effective Time. The merger will become effective on the later of, the date
of filing of articles of merger relating to the merger with the State
Corporation Commission of the Commonwealth of Virginia, or at such other date
and time as is specified in the articles of merger. We expect to file the
articles of merger as soon as practicable after the shareholders of R&B have
approved the merger agreement and the shareholders of CFW have approved the
merger proposals and all of the other conditions listed in the merger
agreement have been satisfied or waived. We anticipate that the effective time
of the merger will occur in the fourth calendar quarter of 2000.

Share Conversion. Under the terms and subject to the conditions of the
merger agreement, each holder of R&B common stock will receive 60.27 shares of
CFW common stock in exchange for each share of R&B common stock held, subject
to any deduction from the escrow account. See "Escrow Shares and
Indemnification" on page 56 for a description of the terms of the escrow
agreement and CFW's indemnification rights. R&B shareholders will receive cash
instead of fractional shares of CFW common stock.

Representations and Warranties

The merger agreement contains customary representations and warranties of
R&B relating to, among other things:

. organization and good standing;

. subsidiaries and other investments;

. capital structure;

. corporate authorization to effect the merger;

. consents and approvals required in connection with the merger;

. absence of various changes or events;

. legal actions and proceedings;

. employee benefit matters;

. labor matters;

. tax matters;

. compliance with applicable laws;

. absence of defaults under various agreements;

. material contracts;

. transactions with affiliates;

. board approval;

. accuracy and delivery of financial statements;

. accuracy of information provided for inclusion in the joint proxy
statement and registration statement;

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. absence of undisclosed liabilities;

. environmental laws and regulations;

. properties;

. intellectual property;

. the applicability of state takeover statutes relating to the merger;

. insurance matters;

. opinion of financial advisors;

. validity of applicable licenses; and

. fees and expenses of brokers and others.

Most of R&B's representations and warranties in the merger agreement do not
survive completion of the merger. R&B's representations and warranties
regarding tax matters, employee benefit matters, labor matters and
environmental laws and regulations will survive completion of the merger for a
period ending 1) three years following R&B's filing of its federal income tax
return for the last period covering R&B's operations before the merger or 2)
April 15, 2004, whichever is earlier.

The merger agreement also contains representations and warranties of CFW
relating to, among other things:

. organization and good standing;

. capital structure;

. corporate authorizations to effect the merger;

. consents and approvals required in connection with the merger;

. board approval;

. reports filed with the securities and exchange commission;

. accuracy of information provided for inclusion in the joint proxy
statement and registration statement;

. opinion of financial advisors; and

. fees and expenses of brokers and others.

In addition, CFW has made certain additional representations and warranties
to R&B in the merger agreement with respect to, among other things, reports
with the Securities and Exchange Commission.

CFW's representations and warranties in the merger agreement do not survive
completion of the merger.

Covenants and Agreements as to Certain Matters

Interim Operations of R&B. From June 16, 2000 until the effective time of
the merger, R&B has agreed to operate its business in good faith, seeking to
preserve intact its current business organization, to keep available the
service of its current officers and employees, to maintain its material
contracts and to preserve its relationships with customers, suppliers and
others with whom it does business. In addition, R&B and its subsidiaries may
not, subject to R&B's 2000 capital expenditures budget and various other
limited exceptions, take the following actions during this period:

. issue, sell or grant any shares of their capital stock;

. split, combine, subdivide or reclassify any shares of their capital
stock;

. declare or pay any dividends other than year 2000 dividends of $260,903
payable immediately before closing;

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. adopt a plan of complete or partial liquidation, dissolution, merger,
consolidation, restructuring, recapitalization or other reorganizations
of R&B or any subsidiary (other than the merger provided for in the
merger agreement);

. amend their articles of incorporation or bylaws or alter through merger,
liquidation, reorganization, restructuring the corporate ownership of
R&B or any subsidiary;

. incur or assume any debt or guarantee any such debt of another entity or
person other than 1) in connection with the financing of ordinary course
trade payables, 2) under existing credit facilities in the ordinary
course or 3) R&B's guarantee of any debt of its subsidiaries;

. acquire any business or business organization or any assets that are
material to R&B and its subsidiaries except in the ordinary course of
business;

. sell, lease, license or otherwise encumber or subject to any lien or
otherwise dispose of material properties or assets of R&B and its
subsidiaries, except in the ordinary course of business;

. make or agree to make any capital expenditures, except those set forth
in R&B's 2000 capital expenditures budget;

. enter into material contracts, amend in any material respect or
terminate any material contract or waive, release or assign any material
rights or claims under any material contract, except in the ordinary
course of business;

. adopt or amend, except as may be required by law, any employee benefit
or similar plan or increase the compensation or fringe benefits of any
director, officer, employee or former employee or pay any benefit not
required by any existing plan, arrangement or agreement;

. change their accounting methods, principles or practices, except as may
be required by generally accepted accounting principles;

. create, incur or assume any material lien on any material assets;

. settle any material litigation or waive, assign or release any material
rights or claims except:

. . in the ordinary course of business; and

. . for any settlement which 1) would not impose material restrictions
on the business of R&B or any of its subsidiaries or 2) for
litigation items settled for cash, involve in excess of $100,000 in
cost to R&B or any of its subsidiaries.

. pay, discharge or satisfy any liabilities or obligations, except in the
ordinary course of business or in accordance with their terms;

. make any tax election or settle or compromise any material tax
liability, except in respect of ongoing matters or in the ordinary
course of business; and

. authorize, recommend, propose or announce an intention to do any of the
foregoing, or agree to enter into any contract to do any of the
foregoing.

R&B also had agreed for itself and its subsidiaries to use commercially
reasonable efforts to maintain in effect all self-insurance or insurance, as
the case may be, currently in effect.

Additional Agreements

No Solicitation. R&B may not, at any time before the closing of the merger
agreement, directly or indirectly:

. solicit, initiate or encourage the submission of any takeover proposal.
For purposes of this agreement, a takeover proposal refers to any
proposal or offer, not including a CFW proposal or offer

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. . for a merger, share exchange or other business combination
involving R&B;

. . to acquire from R&B or any of R&B's affiliates, directly or
indirectly, a greater than 10% voting or equity interest in R&B or
the acquisition of a material amount of R&B's and R&B's
subsidiaries' assets; or

. . to acquire from R&B shareholders more than 10% of the then
outstanding common stock of R&B by tender offer, exchange offer or
otherwise.

. enter into any agreement with respect to any takeover proposal;

. seek to sell or otherwise dispose of shares of capital stock of R&B or
any portion of R&B assets to any third party, or enter into any
agreements with any third party with respect to such a sale or
disposition; or

. participate in any discussions or negotiations regarding, or furnish to
any entity or person any information with respect to, or take any other
action to facilitate any inquiries or the making of any proposal that
constitutes, or may reasonably be expected to lead to, any takeover
proposal.

The R&B board and any committee thereof shall not 1) withdraw or modify, or
propose to withdraw or modify, in a manner adverse to CFW, its approval or
recommendation of the merger or the merger agreement or take any action having
such effect or 2) approve or recommend, or propose to approve or recommend,
any takeover proposal.

Additionally, if R&B receives an unsolicited written takeover proposal that
constitutes a superior proposal, then, for a 10 day period following R&B's
receipt of such superior proposal, R&B may provide information to such third
party and may enter into discussions relating to such superior proposal if R&B
has complied with the "No Solicitation" section of the merger agreement. After
such 10 day period ends, R&B's board has 10 days to determine whether or not
it will recommend the superior proposal to R&B shareholders for their
approval. A superior proposal is a takeover proposal that meets the following
criteria:

. R&B's board, in its good faith judgment and after consultation with its
financial advisors, believes such a proposal is materially more
favorable from a financial point of view to R&B's shareholders than the
proposal set forth in the merger agreement;

. R&B receives a written opinion of its outside legal counsel that failure
to take such action in response to such a proposal is reasonably likely
to constitute a breach by the board of its fiduciary duties under
applicable law;

. R&B receives from such third party an executed confidentiality agreement
with terms not less favorable to R&B than those contained in the
confidentiality agreement, dated March 16, 2000 between R&B and CFW; and

. R&B complies with the "No Solicitation" provision of the merger
agreement.

If R&B receives a takeover proposal, or a request for nonpublic information
relating to R&B or any of its subsidiaries or for access to the properties,
books or records of R&B or any of its subsidiaries by any entity or person who
is considering making or has made a takeover proposal, then:

. R&B must immediately inform CFW orally and must as promptly as
practicable (and in any event within one day) inform CFW in writing of
the terms and conditions of such proposal and the identity of the person
making it, forwarding a copy of any written communications relating to
such proposal;

. R&B must keep CFW promptly and fully informed of the status and details
of any such takeover proposal or request and any related discussions or
negotiations, including by forwarding copies of any material written
communications relating to such proposal;

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. R&B must immediately stop and cause its subsidiaries, and its and their
officers, directors, agents, representatives and advisors, to stop all
existing activities, discussions or negotiations with any potential
takeover parties, except that it shall use its best efforts to cause any
such parties in possession of confidential information about R&B or its
subsidiaries that was furnished by or on behalf of R&B or its
subsidiaries in connection with a pending or potential takeover proposal
to return or destroy all such information in the possession of any such
party or in the possession of any agent or advisor of any such party;
and

. R&B may not release any third party from, or waive any provisions of,
any confidentiality or standstill agreement to which it or its
subsidiaries is a party. R&B must use reasonable efforts to ensure that
the officers, directors and employees of R&B and its subsidiaries and
any investment banking firm or other advisor or representative retained
by such party are aware of and instructed to comply with the "No
Solicitation" restrictions of the merger agreement.

R&B will pay CFW a termination fee of $2,500,000 if:

. CFW terminates the merger agreement because of R&B's board recommending
a superior proposal to the R&B shareholders for their approval;

. the merger agreement terminates because of the R&B shareholders failing
to give any required approval of the merger after R&B received a
takeover proposal; or

. R&B agrees to a takeover proposal within 12 months after the termination
of the merger agreement with any third party with whom R&B or any person
acting on its behalf had contact during the term of the merger agreement
in violation of the "No Solicitation" section of the merger agreement.

CFW will reimburse R&B for its reasonable expenses incurred in connection
with the merger up to $500,000 if the merger agreement is terminated because
CFW's shareholders fail to approve the merger proposals.

Escrow Shares and Indemnification. Under the merger agreement, 371,640
shares of CFW common stock that the R&B shareholders, collectively, would
otherwise be entitled to receive upon completion of the merger will be placed
into escrow. The number of shares of CFW common stock to be received by each
R&B shareholder will be reduced by approximately 10% of the shares of CFW
common stock each R&B shareholder would otherwise be entitled to receive.
These "escrow shares" will be available to satisfy valid indemnification
claims by CFW under the merger agreement.

Indemnification. The R&B shareholders have agreed to indemnify CFW and its
officers, directors, employees, agents and advisors, from and against any and
all damages, costs, expenses, claims and liabilities arising out of any
inaccuracy or breach of any representation or warranty made by R&B in the
merger agreement with respect to tax matters, employee benefits matters, labor
matters and environmental matters. CFW may not seek indemnification unless and
until the amount of all of its losses exceeds the lesser of $100,000 per
individual item or $500,000 in the aggregate, except in the event of an
individual loss of $100,000 or more, CFW will be indemnified for the excess
over $100,000 even though aggregate losses have not exceeded $500,000 (which
excess shall not be counted against the $500,000 threshold). As described
below, the escrow shares are the only source available to compensate CFW for
these indemnification obligations of R&B under the merger agreement, except
that CFW may elect not to have recourse to the escrow shares for any claim of
fraud.

Escrow Shares. The escrow shares may be redeemed by CFW to satisfy a valid
indemnification claim by CFW. The escrow agent will distribute one-half of the
escrow shares to the R&B shareholders on the second anniversary of the closing
date of the merger and the other half three years after the filing of the
federal income tax return for the last period covering R&B's operations before
the effective time of the merger or April 15, 2004, whichever is earlier.
Escrow shares as to which CFW has an unresolved claim or assertion of
potential escrow losses will be held back and not distributed. The escrow
agent will hold in escrow the shares that are subject to a claim or assertion
of potential escrow losses by CFW pending resolution of such claim or
assertion.

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The escrow agent will promptly distribute escrow shares that are released from
escrow to the R&B shareholders. R&B, CFW, the escrow agent and a shareholders'
representative will enter into an escrow agreement on the closing of the
merger. Under the terms of the escrow agreement, the escrow agent will not be
liable for any action taken or omitted to be taken by him in good faith,
except for his own gross negligence or willful misconduct.

Shareholders' Representative. John F. Kilby, a R&B director, will serve as
shareholders' representative for and act on behalf of R&B shareholders to take
all actions regarding their interest in the escrow shares. CFW may rely upon
written directions and notices received from the shareholders' representative
with respect to matters concerning the disposition of the escrow shares. If
the shareholders' representative cannot perform his duties due to death
incapacity or resignation, The Layman Family, L.L.C., shall designate a
successor to assume all of his duties and obligations. At any time, holders of
a majority of the former shares of R&B's common stock can replace the
shareholders' representative. The shareholders' representative will not be
personally liable for any actions taken in performing the administrative
duties required of him under the merger agreement.

Plan of Reorganization. Until the effective time of the merger, each party
will use its reasonable best efforts to cause the merger to qualify, and will
not knowingly take any actions or cause any actions to be taken that could
reasonably be expected to prevent the merger from qualifying as a
reorganization under the provisions of Section 368(a) of the Internal Revenue
Code of 1986. Following completion of the merger, neither R&B, CFW or any of
their controlled affiliates will knowingly take any action or knowingly cause
any action to be taken that would reasonably be expected to cause the merger
to fail to qualify as a reorganization under Section 368(a) of the Internal
Revenue Code of 1986.

CFW Board. Upon completion of the merger, CFW has agreed to increase the
number of its board to include two designees of R&B. The initial R&B designees
will be J. Allen Layman and John B. Williamson, III.

Employee Benefits. Following the merger, for purposes of determining
eligibility and vesting under CFW's employee benefit plans (including health
insurance and vacation plans), an employee's period of employment with R&B
shall count as service with CFW, but will not count in determining the level
of benefits under CFW's defined benefit pension plan.

Other Agreements. R&B and CFW have agreed to other customary agreements in
the merger agreement, including agreements related to:

. assisting in the preparation of this joint proxy statement/prospectus
and the filing of the registration statement by CFW;

. providing access to and furnishing information in accordance with the
terms of a confidentiality agreement between R&B and CFW dated as of
March 16, 2000;

. using commercially reasonable efforts to do all things necessary to
complete the merger, including:

. . obtaining necessary actions from governmental entities;

. . obtaining necessary consents and approvals;

. . defending legal actions challenging the merger; and

. . execution and delivery of additional documents necessary to
complete the merger;

. R&B will notify CFW in the event of:

. . any material inaccuracy of a representation or warranty made by
R&B; or

. . failure of R&B to comply in any material respect with any covenant,
condition or agreement under the merger agreement;

. obtaining, and cooperating with each other to obtain, antitrust
clearance;

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. consulting with each other regarding public statements;

. cooperating with each other to defend against administrative or legal
proceedings which question the validity of the merger;

. obtaining opinions from each of the parties' accountants; and

. CFW will reimburse R&B for its reasonable expenses incurred in
connection with the merger up to $500,000 if the merger agreement is
terminated because CFW's shareholders fail to approve the merger
proposals.

Conditions to the Merger

Conditions to Each Party's Obligations. The obligations of R&B and CFW to
complete the merger are subject to the satisfaction of various conditions
stated in the merger agreement, including:

. approval of the merger agreement by the R&B shareholders and the
issuance of shares of CFW common stock to R&B shareholders under to the
merger agreement by the CFW shareholders;

. the absence of any temporary restraining order, preliminary or permanent
injunction or other order issued by any court or other legal restraint
or prohibition preventing completion of the merger;

. receipt of all required governmental and other consents and approvals
including approvals under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended;

. effectiveness of this registration statement filed by CFW and obtaining
all necessary state securities and blue sky law authorizations; and

. approval for listing of the CFW common stock to be issued under to the
merger agreement on The Nasdaq National Market.

Additional Conditions to Obligations of R&B. The obligations of R&B to
complete the merger are subject to the satisfaction or waiver by R&B at or
before the closing of the merger of the following additional conditions:

. the receipt of a certificate by R&B from CFW certifying the truth of
representations and warranties made by CFW in the merger agreement and
certifying the performance of covenants and agreements made by CFW in
the merger agreement;

. receipt by R&B of a tax opinion from Hunton & Williams to the effect
that:

. . the merger will qualify as a reorganization within the meaning of
Section 368(a) of the Internal Revenue Code of 1986;

. . each of R&B and CFW are parties to the reorganization within the
meaning of Section 368(b) of the Internal Revenue Code of 1986; and

. . no gain or loss will be recognized by the shareholders of R&B upon
the receipt of shares of CFW common stock in exchange for their R&B
shares under the merger, except with respect to the receipt of cash
in lieu of a fractional share.

. receipt by R&B of:

. . a certified copy of CFW board resolutions approving the merger
agreement and the transactions associated with it;

. . a certified copy of CFW shareholder resolutions approving the
issuance of shares of CFW common stock to R&B shareholders under
the merger agreement by a majority of votes cast by holders of
outstanding shares of CFW common stock and then outstanding shares
of CFW preferred stock entitled to vote, voting together as one
group; and

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. . a favorable opinion of Hunton & Williams, counsel to CFW, as to
certain corporate matters with respect to CFW.

. absence of any pending or threatened litigation affecting the completion
of the merger and the status of R&B as a wholly owned subsidiary of CFW
upon completion of the merger; and

. execution by CFW of 1) Mr. J. Allen Layman's employment agreement and 2)
stock option agreements for certain R&B executives.

Additional Conditions to Obligations of CFW. The obligations of CFW to
complete the merger are subject to the satisfaction or waiver by CFW at or
before the effective time of the merger of the following additional
conditions:

. receipt of certificates by CFW from R&B certifying the truth of
representations and warranties made by R&B in the merger agreement and
certifying the performance of covenants made by R&B in the merger
agreement;

. receipt by CFW of:

. . a certified copy of R&B board resolutions approving the merger
agreement;

. . a certified copy of R&B shareholder resolutions approving the
merger agreement by a vote of more than two-thirds of the
outstanding shares of R&B common stock; and

. . a favorable opinion of Woods, Rogers & Hazlegrove PLC, counsel to
R&B, as to certain corporate matters with respect to R&B.

. receipt by CFW of a tax opinion from Hunton & Williams to the effect
that

. . the merger will qualify as a reorganization within the meaning of
Section 368(a) of the Internal Revenue Code of 1986;

. . each of R&B and CFW are parties to the reorganization within the
meaning of Section 368(b) of the Internal Revenue Code of 1986; and

. . no gain or loss will be recognized by R&B or CFW upon the merger.

. receipt by CFW of all necessary licenses, permits, consents, approvals,
authorizations, qualifications and orders;

. receipt by CFW of written agreements from certain affiliated persons of
R&B imposing restrictions on their disposition of CFW common stock to be
received in the merger;

. demand by holders of no more than five percent of shares of R&B's common
stock of dissenters' rights for their shares of R&B common stock;

. absence of any pending or threatened litigation affecting the completion
of the merger and the status of R&B as a wholly owned subsidiary of CFW
upon completion of the merger;

. the operation of R&B in the ordinary course of business, including the
absence of any material change by R&B to its financial statements,
subject to various exclusions set forth in the merger agreement;

. waiver by various R&B executives of their change of control rights under
their salary continuation plan agreements; and

. two-year agreements by various R&B shareholders, not to transfer during
any three-month period more than 100,000 shares, collectively, of CFW
common stock received by such shareholders in the merger.

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Termination of the Merger Agreement

Rights to Terminate. At any time before the effective time of the merger,
the merger agreement may be terminated and the transactions contemplated may
be abandoned:

. by the mutual written consent of R&B and CFW;

. by either R&B or CFW if:

. . the R&B shareholders fail to approve the merger agreement;

. . the CFW shareholders fail to approve the merger proposals;

. . any court or other governmental authority has issued an order,
decree or ruling permanently enjoining, restraining or otherwise
prohibiting the merger; or

. . the merger has not been completed by December 31, 2000, unless the
failure to complete the merger by that time is the result of a
material breach of the merger agreement by the party seeking to
terminate the merger agreement;

. by R&B if there has been a material breach by CFW of any CFW
representation, warranty, covenant or agreement listed in the merger
agreement, not cured within thirty business days following receipt by
the breaching party of notice of such breach or December 31, 2000
(except that this date shall be extended to not later than March 31,
2001 if the merger has not been completed due to a delay in receiving
regulatory approvals);

. by CFW if there has been a material breach by R&B of any R&B
representation, warranty, covenant or agreement listed in the merger
agreement, which breach has not been cured within thirty business days
following receipt by the breaching party of notice of such breach or
December 31, 2000 (except that this date shall be extended to not later
than March 31, 2001 if the merger has not been completed due to a delay
in receiving regulatory approvals); and

. by CFW, within 30 days after R&B's board recommends a superior proposal
to R&B shareholders for their approval.

Effect of Termination

If the merger agreement is terminated and the merger is not completed, the
merger agreement will become void and have no effect, without any liability on
the part of either of R&B or CFW, except that termination of the merger
agreement will not:

. terminate the obligations of the parties in the merger agreement
regarding confidentiality;

. terminate the obligations of the parties in the merger agreement
regarding the payment of fees and expenses associated with the merger
and the termination of the merger agreement;

. terminate the obligations of R&B with respect to the payment of the
$2,500,000 termination fee;

. relieve a breaching party from liability for any breach of any of its
representations warranties, covenants or agreements in the merger
agreement; or

. terminate the obligation of CFW to reimburse R&B for up to $500,000 in
expenses if CFW shareholders fail to approve the merger proposals.

Termination Fees; Expenses

Except as described below, whether or not the merger or other transactions
associated with the merger agreement are completed, all costs and expenses
incurred in connection with the merger agreement and the transactions
associated with it will be paid by the party incurring such costs or expenses,
except that R&B and CFW are responsible for 20% and 80%, respectively, of the
registration fees and printing costs incurred in connection with this joint
proxy statement/prospectus.

Payment of Termination Fee by R&B. R&B will pay CFW a termination fee of
$2,500,000 if:

. CFW terminates the merger agreement as a result of R&B's board
recommending a superior proposal to the R&B shareholders for their
approval;

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. the merger agreement terminates because the R&B shareholders fail to
adopt the merger agreement following R&B's receipt of a takeover
proposal; or

. R&B agrees to a takeover proposal within 12 months after the merger
agreement terminates with a third party with whom R&B had contact during
the term of the merger agreement in violation of the "No Solicitation"
section of the merger agreement.

Payment of Expenses by CFW. CFW will reimburse R&B for up to $500,000 in
expenses if CFW shareholders fail to approve the merger proposals.

Amendments

Any provision of the merger agreement may be amended or waived, in writing,
before the effective time of the merger. Following the approval of the merger
agreement by the shareholders of R&B and the merger proposals by the
shareholders of CFW, no amendment or waiver may be made that requires the
further approval of the shareholders of R&B and CFW, without obtaining such
approval.

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OTHER CFW MERGER PROPOSALS

Approval of an Amendment of CFW's Articles of Incorporation to Increase the
Authorized Number of Shares of Common Stock Issuable by CFW

Authorized Shares of CFW Common Stock

CFW has a total of 20,000,000 authorized shares of common stock. As of
September 25, 2000, 13,129,653 shares of CFW common stock were issued and
outstanding and 2,367,791 shares were reserved for issuance upon exercise of
all options and warrants outstanding and options to be granted under CFW's
stock option plans. In addition, as of the date hereof, 5,799,457 shares of
common stock would be issuable upon conversion of CFW's series B and series C
preferred stock, assuming shareholder approval of the modifications to various
terms of CFW's outstanding preferred stock. Accordingly, as of the date
hereof, CFW lacks sufficient shares of common stock available for issuance
under the merger unless the proposed amendment is adopted by the shareholders.
The proposed increase in the number of authorized shares of common stock from
20,000,000 to 75,000,000 will result in additional shares being available for
issuance upon completion of the merger with R&B. Also, additional shares of
common stock will be available for issuance upon conversion of all outstanding
shares of series B preferred stock and series C preferred stock, assuming full
dividend accretion of each such series of preferred stock.

CFW lacks sufficient authorized shares of common stock for issuance upon
completion of the merger. Because the merger cannot be completed unless CFW
has a sufficient number of authorized shares of common stock available for
issuance to R&B shareholders, CFW's board of directors believes that adoption
of the proposed amendment is in the best interests of CFW and its
shareholders. Additionally, CFW lacks sufficient authorized shares of common
stock for conversion of all of its outstanding series B preferred stock and
series C preferred stock into shares of CFW common stock, assuming full
dividend accretion of each such series. CFW will not have sufficient
authorized shares of common stock for conversion of its preferred stock
regardless of whether or not the CFW shareholders approve the modifications to
the terms of CFW's outstanding preferred stock. Since CFW could later be in
breach of the terms of its series B preferred stock and series C preferred
stock if the increase of CFW's authorized shares of common stock is not
approved, CFW's board of directors believes that adoption of the proposed
amendment is in the best interests of CFW and its shareholders. CFW will use
the additional authorized shares of its common stock for issuance to R&B
shareholders upon completion of the merger and for conversion of its series B
and series C preferred stock into shares of CFW common stock and for issuance
from time to time for other corporate purposes (such as raising additional
capital, acquisitions of companies or assets, sales of stock or securities
convertible into stock, stock splits and issuances under stock options or
other employee benefit plans).

CFW's board of directors also considers the proposed increase in the
authorized number of shares of common stock advisable to afford CFW the
opportunity to obtain its future working capital requirements by means of the
sale of equity securities rather than by incurring additional debt. This will
permit CFW greater flexibility in determining which method of financing would
be more advantageous. Additionally, CFW's board of directors considers the
proposed increase in the authorized number of shares of common stock advisable
because the need to issue additional shares of common stock could arise when
it would be inconvenient to hold a shareholders' meeting or when there would
not be time for such a meeting. Other than with respect to issuing shares of
common stock to R&B shareholders upon completion of the merger and to holders
of CFW's series B preferred stock and series C preferred stock upon conversion
of their preferred shares, CFW currently has no specific plans, arrangements
or understandings with respect to the issuance of these additional shares.

The authorization of the additional shares of common stock will not, by
itself, have any dilutive effect on CFW's presently issued and outstanding
common stock; however, as described above, upon the issuance of such shares,
the voting power of the presently outstanding shares will be substantially
reduced, and depending upon the consideration received by CFW, there could be
a dilution of the book value of the outstanding shares. As in the case of
CFW's presently authorized but unissued capital stock, the issuance of
additional shares of common

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stock would, in most cases, be within the discretion of CFW's board of
directors without further action by shareholders. Holders of common stock do
not have preemptive rights to subscribe to shares issued by CFW.

Principal Effects of Approval or Nonapproval

If the CFW shareholders approve this proposal, CFW will have enough
authorized shares of common stock to be able to issue up to 3,716,400 shares
of CFW common stock to the R&B shareholders as provided in the merger
agreement. CFW believes that, in addition to ensuring that there will be
enough authorized shares of common stock for issuance upon completion of the
merger and upon conversion of its series B preferred stock and series C
preferred stock, the availability of the additional shares will provide it
with the flexibility to meet business needs as they arise, to take advantage
of favorable opportunities and to respond to a changing corporate environment.
If the CFW shareholders approve the amendment, CFW will file an amendment to
its Articles of Incorporation, substantially in the form attached to this
joint proxy statement prospectus as Annex E, with the Virginia State
-------
Corporation Commission reflecting the increase in authorized shares from
20,000,000 to 75,000,000.

If the CFW shareholders fail to approve this proposal, CFW will be unable to
complete the merger. This would have a negative impact on CFW's acquisition
growth strategy. Also, CFW could later be in breach of the terms of its series
B preferred stock and series C preferred stock. CFW's board also believes that
the failure of the CFW shareholders to approve this proposal will have a
detrimental effect on CFW's future financing activities, which are important
to the long-term success of CFW and maximizing value for CFW's shareholders.

Votes Required; Recommendation of the Board of Directors

The proposed amendment to the Articles of Incorporation must be approved by
a majority of votes cast by holders of outstanding shares of CFW common stock,
series B preferred stock and series C preferred stock, voting together as a
single voting group, at the special meeting where a quorum exists.

The CFW board of directors has unanimously approved and adopted an amendment
to CFW's Articles of Incorporation to increase the authorized number of shares
of common stock of CFW from 20,000,000 to 75,000,000 shares. The CFW board of
directors unanimously recommends that CFW shareholders vote "FOR" adoption of
this amendment.

Approval of an Increase in the Number of Members of CFW's Board

CFW's Board of Directors

CFW's bylaws provide for nine members of CFW's board of directors. Before
the issuance of CFW's series B preferred stock on July 11, 2000, CFW's board
consisted of only seven members, with two vacancies. Under the terms of CFW's
series B preferred stock, one designee of the holders of a majority of the
series B preferred stock was appointed by CFW to fill one vacancy. The other
holder of the series B preferred stock also has the right to designate a
director, but as of the date of this joint proxy statement/prospectus, such
holder has not exercised this right. With the addition of both series B
preferred designees, CFW's board will consist of nine members. Under the terms
of the merger agreement, CFW has agreed to increase the number of members of
the board to include two designees of R&B. To fulfill its obligations under
the merger agreement, CFW's board must amend CFW's bylaws to provide for
eleven members and appoint the R&B designees as new members of the board.

Under Virginia law, CFW must obtain shareholder approval to increase the
number of its board by more than 30 percent of the number of board members
existing immediately following CFW's 2000 annual meeting. Following CFW's 2000
annual meeting on April 25, 2000, CFW had seven directors who had been elected
by the CFW shareholders. With the proposed appointment of the R&B designees,
together with the recent appointment of the series B designees, CFW's board
will have increased by four members since CFW's 2000 annual meeting, exceeding
the 30 percent limit under Virginia law. As a result, shareholder approval is
required to increase CFW's board from the seven members elected by
shareholders to 11 members.

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Principal Effects of Approval or Nonapproval

If the CFW shareholders approve the proposed increase in the number of
members of CFW's board, CFW's board will consist of 11 members. Upon such
approval, CFW's board will:

. amend CFW's bylaws to provide for a board of 11 members; and

. appoint two R&B designees as new members of the CFW board. The R&B
designees will be apportioned among the board's three classes so as to
make all classes as nearly equal in number as possible. The R&B
designees and the recently appointed series B preferred stock designees
will serve a term expiring at CFW's 2001 annual meeting.

If the CFW shareholders do not approve the proposed increase in the number
of members of CFW's board, CFW will not be able to appoint the two R&B
designees to its board. Consequently, CFW would be in violation of the merger
agreement, as it would not be able to appoint the R&B designees to its board
as it has agreed to do in the merger agreement. Such a violation of the merger
agreement may provide R&B with an opportunity to terminate the merger
agreement, thereby preventing completion of the merger.

In the opinion of CFW's board, a failure to approve this proposal will have
a detrimental effect on CFW's ability to complete the merger in a timely
fashion, or at all.

Votes Required; Recommendation of the Board of Directors

The proposed increase to the number of members of CFW's board of directors
must be approved by a majority of votes cast by holders of outstanding shares
of CFW's common stock, series B preferred stock and series C preferred stock,
voting together as a single voting group, at the special meeting where a
quorum exists. The CFW board of directors has unanimously approved and adopted
a proposal to increase the number of members of CFW's board by more than 30
percent of the number of board members existing at CFW's 2000 annual meeting.
The CFW board of directors unanimously recommends that CFW shareholders vote
"FOR" adoption of this proposal.

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CFW NON-MERGER PROPOSALS

Approval of Modifications to Various Terms of CFW's Outstanding Preferred
Stock

At the special meeting, the shareholders of CFW will vote on a proposal to
approve modifications to various terms of CFW's outstanding shares of series
B, series C and series D preferred stock. See "Description of Capital Stock"
on page 69 for a complete discussion of the relevant terms of the series B,
series C and series D preferred stock. Approval of the modifications to the
series B, series C and series D preferred stock will result in the following:

. the conversion of the $77,200,000 aggregate stated value of series D
preferred stock into shares of series C preferred stock at a conversion
ratio of one-to-one. At the time of this conversion, the dividend rate
for the series C preferred stock will decrease from 8.50% to 5.50% per
year and the conversion price for the series C preferred will increase
from $43.00 to $45.00. The series D preferred stock currently has an
annual interest rate of 18% of the stated value and is redeemable at the
option of the holder three years from the date of issuance, subject to
various debt restrictions, and must be redeemed on the 10th anniversary
of the date of issuance of the series D preferred stock;

. the removal of the voting restriction agreed to by the initial majority
holder of the series B and the series C preferred stock. This voting
restriction requires that as long as such holder or its affiliates hold
their series B preferred stock or their series C preferred stock, they
will exercise such voting rights and any voting rights that it or its
affiliates have with respect to other voting securities of CFW only with
respect to shares representing less than 20% of the votes entitled to be
cast by all holders of voting securities at the time of any such vote
and will vote any remaining shares in the same proportion as the other
shareholders of CFW vote on any matter. (Welsh, Carson, Anderson &
Stowe, the initial majority holder of the series B and series C
preferred stock, also has agreed with CFW not to vote more than 14.9% of
the votes entitled to be cast by all holders of voting securities. The
initial majority holder may grant to Morgan Stanley Dean Witter, the
other holder of the series B and series C preferred stock, a proxy to
cast the initial majority holder's votes in excess of 14.9%. Shares for
which a proxy has not been granted will be voted in the same proportion
as the other shareholders of CFW vote on any matter. This voting
restriction will terminate at such time as Federal Communications
Commission regulations would permit the initial majority holder to have
full voting rights. This voting restriction would not be affected by CFW
shareholder approval of the modifications to the series B, series C and
series D preferred stock.)

. the removal of the limitation on the series B and series C preferred
stock that provides that the anti-dilution protections will not reduce
the conversion price of the series B or series C preferred stock to a
price that is less than $35.50 per share;

. the removal of the restriction that provides that the series C preferred
stock is not convertible into more than 1,796,000 shares of CFW common
stock; and

. the removal of the covenant restricting CFW from issuing common stock at
less than $35.50 per share.

Reasons for Shareholder Approval

On July 11, 2000, CFW issued 112,500 shares of its series B preferred stock
to a group of investors. On July 26, 2000, CFW issued 47,500 shares of its
series C preferred stock and 65,000 shares of its series D preferred stock to
the same group of investors in connection with CFW's acquisition of Richmond-
Norfolk PCS. In connection with these purchases, CFW agreed to seek
shareholder approval to modify the terms of the series B, series C and series
D preferred stock as described above. The holders of the series B, series C
and series D preferred stock have agreed to the proposed modifications
described above, subject to CFW shareholder approval. Upon CFW shareholder
approval, the terms of the series B, series C and series D preferred stock, as
well as the voting provisions set forth in a shareholders' agreement between
CFW and the holders of the series B and series C preferred stock,
automatically give effect to the proposed modifications described above. On
August 14, 2000, CFW issued an additional 12,800 shares of its series C
preferred stock and 12,200 shares of its series D preferred stock to the same
group of investors.

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The issuance of the series B, series C and series D preferred stock did not
require shareholder approval under CFW's Articles of Incorporation, Virginia
law or Nasdaq Marketplace Rules. However, shareholder approval of the proposal
to modify the terms of the preferred stock described above may be in some
cases and is in other cases required by Nasdaq Marketplace Rules
4460(i)(1)(B), 4460(i)(1)(C)(ii) and 4460(i)(1)(D)(ii). CFW is subject to the
Nasdaq Marketplace Rules because CFW's common stock is authorized for
quotation on The Nasdaq National Market. Rule 4460(i)(1)(B) requires that an
issuer obtain shareholder approval before an issuance of securities when the
issuance will result in a change of control of the issuer. Rule
4460(i)(1)(C)(ii) requires shareholder approval before the issuance of
securities in connection with the acquisition of the stock or assets of
another company if the securities issued will have voting power equal to 20%
or more of the voting power outstanding before the issuance or will be
convertible into common stock equal to 20% or more of the common stock
outstanding before the issuance. Rule 4460(i)(1)(D)(ii) requires shareholder
approval before the issuance of securities if the securities issued represent
20% or more of the voting power or are convertible into 20% or more of the
shares of common stock outstanding before the issuance and are issued for less
than the book or market value of the stock. Since the terms of the series B,
series C and series D preferred stock, as modified by this proposal, may
trigger one or more of these rules, CFW must obtain shareholder approval of
this proposal.

Principal Effects of Approval or Nonapproval

Series B Preferred Stock

Upon CFW shareholder approval of this proposal, the restrictions on the
ability of the initial majority holder of the series B preferred stock to vote
less than 20% of the votes entitled to be cast by all holders of voting
securities will be eliminated and such holder will be able to vote the full
shares of common stock which it or its affiliates may acquire upon conversion
of their shares of series B preferred stock or any other voting securities of
CFW. (Notwithstanding the elimination of this voting restriction from the
terms of the series B preferred stock, the initial majority holder of the
series B preferred stock has agreed with CFW not to vote more than 14.9% of
the votes entitled to be cast by all holders of voting securities until such
time as Federal Communications Commission regulations would permit the initial
majority holder to have full voting rights.) Also, the minimum conversion
price of the series B preferred stock of $35.50 will be eliminated and a
covenant prohibiting CFW from issuing capital stock at less than $35.50 per
share will be eliminated.

If the CFW shareholders fail to approve this proposal, there will be no
change to the terms of CFW's series B preferred stock. The terms of the series
B preferred stock will remain as they are described in "Description of CFW
Capital Stock--Series B Preferred Stock" on page 70. This means that the
series B preferred stock:

. with respect to the initial majority holder of the series B preferred
stock, will continue to have voting rights which restrict its voting of
its shares of series B preferred stock and other CFW equity securities
to less than 20% of the votes entitled to be cast by all holders of
voting securities while voting any remaining shares in the same
proportion as the other shareholders of CFW vote on any matter. The
additional 14.9% voting restriction agreed to by the initial majority
holder of the series B preferred stock, as described on page 65, will
apply, regardless of whether this proposal is approved by the CFW
shareholders; and

. will continue to have anti-dilution protections which will not reduce
the conversion price to a price less than $35.50 per share.

Series C Preferred Stock

Upon CFW shareholder approval of this proposal, as of the conversion of the
series D preferred stock into series C preferred stock, there will be 137,500
issued and outstanding shares of series C preferred stock. The series C
preferred stock annual dividend rate will decrease from 8.50% to 5.50% and the
conversion price will increase from $43.00 to $45.00. Additionally, the
restrictions on the ability of the initial majority holder of the series C
preferred stock to vote less than 20% of the votes entitled to be cast by all
holders of voting securities on the particular matter will be eliminated and
such holder will be able to vote the full shares of common stock

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which it or its affiliates may acquire upon conversion of their shares of
series C preferred stock or any other voting securities of CFW.
(Notwithstanding the elimination of this voting restriction from the terms of
the series C preferred stock, the initial majority holder of the series C
preferred stock has agreed with CFW not to vote more than 14.9% of the votes
entitled to be cast by all holders of voting securities until such time as
Federal Communications Commission regulations would permit the initial
majority holder to have full voting rights.) Also, the minimum conversion
price of the series C preferred stock of $35.50 will be eliminated and the
restriction that provides that the series C preferred stock is not convertible
into more than 1,796,000 shares of CFW common stock will be removed.

If the CFW shareholders fail to approve this proposal, there will be no
change to the terms of CFW's series C preferred stock. The terms of the series
C preferred stock will remain as they are described in "Description of CFW
Capital Stock--Series C Preferred Stock" on page 71. This means that the
series C preferred stock:

. will continue to consist of 60,300 issued and outstanding shares;

. will continue to have an annual dividend rate of 8.50% of its stated
value;

. will continue to have a conversion price of $43.00;

. with respect to the initial majority holder of the series C preferred
stock, will continue to have voting rights which restrict its voting of
its shares of series C preferred stock and other CFW equity securities
to less than 20% of the votes entitled to be cast by all holders of
voting securities while voting any remaining shares in the same
proportion as the other shareholders of CFW vote on any matter. The
additional 14.9% voting restrictions agreed to by the initial majority
holder of the series C preferred stock, as described on page 65, will
apply regardless of whether or not this proposal is approved by the CFW
shareholders;

. will continue to have anti-dilution protections which will not reduce
the conversion price to a price less than $35.50 per share;

. will continue to be subject to a conversion cap of no more than
1,796,000 shares of CFW common stock; and

. CFW will continue to be prohibited from issuing capital stock at less at
$35.50 per share.

Series D Preferred Stock

Upon CFW shareholder approval of this proposal, the series D preferred stock
will be converted into series C preferred stock, resulting in a total of
137,500 issued and outstanding shares of series C preferred stock. There will
be no shares of series D preferred stock outstanding, meaning the 18% annual
dividend paid to holders of the series D preferred stock will no longer be in
effect. Also, as discussed above with respect to the series C preferred stock,
the series C preferred stock annual dividend rate will decrease from 8.50% to
5.50% and the conversion price will increase from $43.00 to $45.00.

If the CFW shareholders fail to approve this proposal, there will be no
change to the terms of CFW's series D preferred stock. The terms of the series
D preferred stock will remain as they are described in "Description of CFW
Capital Stock--Series D Preferred Stock" on page 73. This means that the
series D preferred stock:

. will continue to consist of 77,200 issued and outstanding shares;

. will continue to have an annual dividend rate of 18% of its stated
value;

. will continue to be subject to various restrictive covenants; and

. will continue to be subject to what the CFW board believes to be
unfavorable redemption terms, which provide that:

. . the series D preferred stock must be redeemed on the 10th
anniversary of the series D date of issuance;

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. . at the option of a majority of the holders of the series D
preferred stock, the series D preferred stock may be redeemed on
the third anniversary of the series D date of issuance; and

. . if CFW believes that optional redemption would otherwise violate
CFW's senior credit arrangements, at the option of a majority of
the holders of the series D preferred stock, CFW may be required
to issue either high-yield debt or additional debt securities, the
proceeds of which shall be used to redeem the series D preferred
stock.

Votes Required; Recommendation of the Board of Directors

The proposed modifications described above to CFW's series B, series C and
series D preferred stock must be approved by a majority of votes cast by
holders of outstanding shares of CFW's common stock at the special meeting in
which a quorum exists. The CFW board of directors has unanimously approved and
adopted this proposal and unanimously recommends that CFW shareholders vote
"FOR" adoption of this proposal.

Approval of Name Change

The CFW board of directors has determined that, in connection with recent
transactions, including the merger, in which CFW has directed its focus to
growing its core communications services, primarily digital personal
communication services, commonly referred to as PCS services, Internet access,
high-speed data transmission and local telephone service, it is in the best
interests of CFW and its shareholders to change the name of CFW to NTELOS Inc.
CFW recently has used a derivation of NTELOS (INTELOS) as the brand name for
its wireless operations. Under Virginia law, a name change, such as the one
proposed here, may be effective only upon CFW shareholder approval. Upon
shareholder approval of this name change, CFW will change its Nasdaq symbol to
"NTLO".

Principal Effects of Approval or Nonapproval

If the name change proposal is approved, CFW's Articles of Incorporation
will be amended to change the name from CFW Communications Company to NTELOS
Inc. This name change will be effective upon the filing of an amendment to
CFW's Articles of Incorporation, substantially in the form attached to this
joint proxy statement/prospectus as Annex E, which filing is expected to take
-------
place shortly after the special meeting. There will be no change in the rights
of holders of CFW common stock. If this proposal is not approved by the CFW
shareholders, then the amendment to CFW's Articles of Incorporation will not
be filed and CFW will retain its current name, CFW Communications Company.

Votes Required; Recommendation of the Board of Directors

The proposal to change the CFW's name must be approved by a majority of
votes cast by holders of outstanding shares of CFW's common stock, series B
preferred stock and series C preferred stock, voting together as a single
voting group, at the special meeting where a quorum exists. The CFW board of
directors has unanimously approved and adopted a proposal to change CFW's name
to NTELOS Inc. The CFW board of directors unanimously recommends that CFW
shareholders vote "FOR" adoption of this proposal.

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DESCRIPTION OF CFW CAPITAL STOCK

This summary of the material characteristics of CFW's capital stock is
qualified in all respects by reference to the CFW Articles of Incorporation
and bylaws. Each of CFW's Articles of Incorporation and bylaws are
incorporated by reference in this joint proxy statement/prospectus.

The following brief description of the material terms of CFW's capital stock
does not purport to be complete and is subject in all respects to applicable
Virginia law and to the provisions of CFW's Articles of Incorporation and
bylaws.

General

CFW's authorized equity capitalization consists of 20,000,000 shares of
common stock, no par value per share, and 1,000,000 shares of preferred stock,
no par value per share. Neither the holders of the common stock nor of the
preferred stock, currently outstanding or hereafter authorized, will be
entitled to any preemptive or other subscription rights.

Common Stock

As of September 25, 2000, there were 13,129,653 shares of CFW common stock
outstanding held by approximately 3,018 holders of record.

Holders of common stock are entitled to receive dividends when, as and if
declared by the board, out of funds legally available therefor. Dividends on
outstanding shares of preferred stock are required to be paid in full before
payment of any dividends on the common stock. Upon liquidation, dissolution or
winding up of CFW, holders of common stock are entitled to share ratably in
assets available for distribution after payment of all debts and other
liabilities and subject to the prior rights of any holders of outstanding
preferred stock.

Holders of common stock are entitled to one vote per share with respect to
all matters submitted to a vote of shareholders and do not have cumulative
voting rights. Accordingly, holders of a majority of the common stock entitled
to vote in any election of directors may elect all of the directors standing
for election, subject to the voting rights (if any) of each series of
preferred stock that is outstanding. CFW's Articles of Incorporation and
bylaws contain no restrictions on the repurchase or redemption of the common
stock. All the outstanding shares of common stock are fully paid, legally
issued and nonassessable.

Preferred Stock

The description of CFW's series B, series C and series D preferred stock
sets forth the material terms of each such series without giving effect to the
proposed modification contemplated by this joint proxy statement/prospectus.
For a description of the proposed modifications to the series B, series C and
series D preferred stock, see "Approval of Modification to Various Terms of
CFW's Outstanding Preferred Stock" on page 65. If the CFW shareholders do not
approve the proposed modification, the terms of the series B, series C and
series D preferred stock will remain as we have described below.

As of September 25, 2000, there were 250,000 shares of CFW preferred stock
outstanding, held by 21 holders of record. Of the 250,000 shares of CFW
preferred stock, 112,500 shares of series B preferred stock are issued and
outstanding, 60,300 shares of series C preferred stock are issued and
outstanding and 77,200 shares of series D preferred stock are issued and
outstanding. Additionally, 100,000 shares of series A junior preferred stock
of CFW have been authorized and reserved for issuance in connection with the
preferred shares purchase rights described below. See "Preferred Share
Purchase Rights" on page 75 for a description of the series A junior preferred
stock.

CFW's board is authorized to designate the number of shares in each series D
preferred stock, the dividend rates and dates of payment, voluntary and
involuntary liquidation preferences, redemption prices, whether or not

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dividends shall be cumulative and, if cumulative, the date or dates from which
the same shall be cumulative, the sinking fund provisions, if any, for
redemption or purchase of shares, the rights, if any, and the terms and
conditions on which shares can be converted into or exchanged for or the
rights to purchase, shares of any other class or series, and the voting
rights, if any.

CFW's issued and outstanding preferred shares rank prior to the common stock
as to dividends and as to distributions in the event of liquidation,
dissolution or winding up of CFW. The ability of the board to issue preferred
stock, while providing flexibility in connection with possible acquisitions
and other corporate purposes, could, among other things, adversely affect the
voting powers of holders of common stock and, under various circumstances, may
discourage an attempt by others to gain control of CFW.

Series B Preferred Stock

As of the date of this joint proxy statement/prospectus, there were 112,500
outstanding shares of CFW series B preferred stock.

Stated Value. The series B preferred stock has a stated value of $1,000 per
share.

Dividend Rights. Upon declaration by CFW's board of directors, each holder
of series B preferred stock is entitled to receive, in respect of each
dividend period, cumulative dividends out of funds legally available for the
payment of dividends. Dividends on the series B preferred stock accrue at the
annual rate of 8.5% per annum of the stated value per share. If dividends are
not paid in cash, they will be added to the stated value of the series B
preferred stock semi-annually.

Conversion Rights. Each holder of series B preferred stock has the right, at
any time and at such holder's option, to convert any or all outstanding shares
of series B preferred stock into shares of CFW common stock at a conversion
rate equal to its stated value plus any accrued dividends divided by $41.00.
The conversion rate is subject to adjustment under the terms of the series B
preferred stock anti-dilution protections as described in the following
paragraph.

Anti-Dilution Protection. The series B preferred stock has standard weighted
average anti-dilution protection, which reduces the conversion price on a
weighted average basis for issuances of CFW common stock below the then
effective conversion price. Without consent of the CFW shareholders, the
conversion price will not be below $35.50 per share.

Rank. The series B preferred stock ranks equally with CFW's series C
preferred stock and series D preferred stock and prior to the common shares
and any other equity securities of CFW.

Voting Rights. The holders of series B preferred stock are otherwise
entitled to vote with the holders of the common stock on an as-converted
basis. Under the terms of a shareholders agreement, to which the holders of
the series B and series C preferred stock are parties, dated as of July 11,
2000 and amended and restated as of July 26, 2000, as long as the initial
majority holder or its affiliates hold the series B preferred stock or the
series C preferred stock, such holders agree to exercise such voting rights
and any voting rights that they have with respect to other voting securities
of CFW only with respect to shares representing less than 20% of the votes
entitled to be cast by all holders of voting securities at the time of any
such vote. The initial majority holder may grant to the other holder of the
series B and series C preferred stock a proxy to cast the initial majority
holder's votes in excess of 14.9%. Shares for which a proxy has not been
granted will be voted proportionally with the shares held by CFW's common
shareholders. The initial majority holder of the series B preferred stock has
further agreed with CFW not to vote more than 14.9% of the votes entitled to
be cast by all holders of voting securities until such time as Federal
Communications Commission regulations would permit the initial majority holder
to have full voting rights. Votes in excess of 14.9% may be cast as described
above.

Board Representation. For so long as at least 45,000 shares of series B
preferred stock remain outstanding, the holders of series B preferred stock,
voting separately as a single class and with each share of series B preferred
stock entitled to one vote, are entitled to elect two CFW directors by
majority vote. If at any time there are less than 45,000 shares of series B
preferred stock outstanding, but for so long as at least 11,250 shares of
series B preferred stock remain outstanding, the holders of the series B
preferred stock, voting separately as a single class and with each share of
series B preferred stock entitled to one vote, are entitled to

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elect one director to serve on CFW's board of directors. For so long as the
holders of series B preferred stock are entitled to nominate at least one
member to CFW's board, at least one director so elected shall be appointed to
each committee of the board. As long as the series B preferred stock is
entitled to nominate members to CFW's board, CFW's board shall be no larger
than 11 directors.

Liquidation Preference. Each share of series B preferred stock has a
liquidation preference equal to the greater of either its stated value plus
all accrued dividends, whether or not these dividends are earned or declared,
or the amount that would have been payable with respect to the number of
shares of common stock into which a share of series B preferred stock was
convertible immediately before such date.

Put/Conversion Rights. Holders of a majority of series B preferred stock may
require CFW to purchase all outstanding shares of series B preferred stock at
a price per share equal to the stated value of the series B preferred stock as
of the purchase date plus all dividends accrued to such date at any time on or
after October 26, 2010.

Change of Control. Upon a change of control, each holder of series B
preferred stock may require CFW to convert its series B shares into cash, CFW
common stock or a combination of cash and CFW common stock.

Veto Rights. For so long as the series B preferred stock remains
outstanding:

. consent of all holders of the series B preferred stock is required for
any action that alters or changes the rights, preferences or privileges
of the series B preferred stock; and

. consent of the holders of at least a majority of the series B preferred
stock is required for any action that:

. . increases or decreases the authorized number of series B preferred
stock;

. . amends or waives any provision of CFW's Articles of Incorporation
or bylaws that adversely affects the series B preferred stock;

. . authorizes the issuance of any additional shares of series B
preferred stock or of any equity security that is equal with or
with a priority or preference to the series B preferred stock;

. . redeems or repurchases for cash any common stock or other
subordinate capital stock of CFW; or

. . authorizes the issuance of any common stock or common stock
equivalent at a price that would cause the conversion price to be
adjusted below $35.50.

Series C Preferred Stock

As of the date of this joint proxy statement/prospectus, there were 60,300
outstanding shares of CFW series C preferred stock.

Stated Value. The series C preferred stock has a stated value of $1,000 per
share.

Dividend Rights. Upon declaration by CFW's board of directors, each holder
of series C preferred stock is entitled to receive, in respect of each
dividend period, cumulative dividends out of funds legally available for the
payment of dividends. Dividends on the series C preferred stock accrue at the
annual rate of 8.5% of its stated value. If dividends are not paid in cash,
they will be added to the stated value of the series C preferred stock semi-
annually.

Conversion Rights. Each holder of series C preferred stock has the right, at
any time and at such holder's option, to convert any or all outstanding shares
of series C preferred stock into shares of CFW common stock at a conversion
rate equal to its stated value plus any accrued dividends divided by $43.00.
The conversion rate is subject to adjustment under the terms of the series C
preferred stock anti-dilution protections as described in the

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following paragraph. The series C preferred stock is not convertible into more
than 19.9% (1,796,000 shares) of the issued and outstanding shares of common
stock as of the date of the issuance of the series C preferred stock. Any
portion of the stated value that may not be converted into common stock
because of the conversion cap described in the preceding sentence will be paid
in cash by CFW.

Anti-Dilution Protection. The series C preferred stock has standard weighted
average anti-dilution protection, which reduces the conversion price on a
weighted average basis for issuances of CFW common stock below the then
effective conversion price. Without consent of the CFW shareholders, the
conversion price will not be below $35.50 per share.

Rank. The series C preferred stock ranks equally with CFW's series B
preferred stock and series D preferred stock and prior to the common shares
and any other equity securities of CFW.

Voting Rights. The holders of series C preferred stock are otherwise
entitled to vote with the holders of CFW's common stock on an as-converted
basis. Under the terms of a shareholders agreement, to which holders of the
series B and series C preferred stock are parties, dated as of July 11, 2000
and amended and restated as of July 26, 2000, as long as the initial majority
holder or its affiliates hold the series B preferred stock or the series C
preferred stock, such holders agree to exercise such voting rights and any
voting rights that they have with respect to other voting securities of CFW
only with respect to shares representing less than 20% of the votes entitled
to be cast by all holders of voting securities at the time of any such vote.
The initial majority holder may grant to the other holder of the series B and
series C preferred stock a proxy to cast the initial majority holder's votes
in excess of 14.9%. Shares for which a proxy has not been granted will be
voted proportionally with the shares held by CFW's common shareholders. The
initial majority holder of the series C preferred stock has further agreed
with CFW not to vote more than 14.9% of the votes entitled to be cast by all
holders of voting securities until such time as Federal Communications
Commission regulations would permit the initial majority holder to have full
voting rights. Votes in excess of 14.9% may be cast as described above.

Liquidation Preference. Each share of series C preferred stock has a
liquidation preference equal to the greater of either its stated value plus
all accrued dividends, whether or not the dividends are earned or declared, or
the amount that would have been payable with respect to the number of shares
of common stock into which a share of series C preferred stock was convertible
immediately before such date.

Put/Conversion Rights. Holders of a majority of series C preferred stock may
require CFW to purchase all outstanding shares of series C preferred stock at
a price per share equal to the stated value of the series C preferred stock as
of the purchase date plus all dividends accrued to such date at any time on or
after October 26, 2010.

Change of Control. Upon a change of control, each holder of series C
preferred stock may require CFW to convert its shares into cash, CFW common
stock or a combination of cash and CFW common stock.

Veto Rights. For so long as the series C preferred stock remains
outstanding:

. consent of all holders of the series C preferred stock is required for
any action that alters or changes the rights, preferences or privileges
of the series C preferred stock; and

. consent of the holders of at least a majority of the series C preferred
stock is required for any action that:

. . increases or decreases the authorized number of series C preferred
stock;

. . amends or waives any provision of CFW's Articles of Incorporation
or bylaws that adversely affects the series C preferred stock;

. . authorizes the issuance of any additional shares of series C
preferred stock or of any equity security that is equal with or
with a priority or preference to the series C preferred stock;

. . redeems or repurchases for cash any common stock or other
subordinate capital stock of CFW; or

. . authorizes the issuance of any common stock or common stock
equivalent at a price that would cause the conversion price to be
adjusted below the minimum conversion price.

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Series D Preferred Stock

As of the date of this joint proxy statement/prospectus, there were 77,200
outstanding shares of CFW series D preferred stock.

Stated Value. The series D preferred stock has a stated value of $1,000 per
share.

Dividend Rights. Upon declaration by CFW's board of directors, each holder
of series D preferred stock is entitled to receive, in respect of each
dividend period, cumulative dividends out of funds legally available for the
payment of dividends. Dividends on the series D preferred stock accrue at the
annual rate of 18% of the stated value. If dividends are not paid in cash,
they will be added to the stated value of the series D preferred stock
annually.

Conversion Rights. The series D preferred stock is not convertible into
common stock. Upon CFW shareholder approval of the modification of the terms
of the series B, series C and series D preferred stock as described below,
each share of series D preferred stock will be automatically converted into
one share of series C preferred stock.

Rank. The series D preferred stock ranks equally with CFW's series B
preferred stock and series C preferred stock and prior to the common shares
and any other equity securities of CFW.

Voting Rights. Except as otherwise required by law and except as expressly
set forth in the terms of the series D preferred stock, the series D preferred
stock is non-voting.

Veto Rights. So long as the series D preferred stock is outstanding:

. consent of all holders of the series D preferred stock is required for
any action that alters the rights, preferences, or privileges of the
series D preferred stock; and

. consent of the holders of at least a majority of the series D preferred
stock is required for any action that:

. . increases or decreases the authorized number of shares of series B
preferred stock, series C preferred stock, or series D preferred
stock;

. . amends or waives any provision of CFW's Articles of Incorporation
or bylaws that adversely effects the series B preferred stock, the
series C preferred stock or the series D preferred stock;

. . authorizes the issuance of any additional shares of series B,
series C or series D preferred stock or of any equity security that
is equal with or with a priority or preference to the series D
preferred stock; or

. . redeems or repurchases for cash any common stock or other
subordinate capital stock of CFW.

Liquidation Preference. Each share of series D preferred stock has a
liquidation preference equal to the series D stated value plus all accrued
dividends, whether or not the dividends are earned or declared.

Redemption Rights. If the CFW shareholders do not approve the conversion of
the series D preferred stock into series C preferred stock before the third
anniversary of the date of issuance of the series D preferred stock, the
holders of a majority of the series D preferred stock may require CFW to
redeem the series D preferred stock at a redemption price equal to the series
D liquidation preference in two equal annual installments beginning on the
third anniversary of the date of issuance of the series D preferred stock,
subject, in each case, to any applicable limitations on such redemption that
may be contained in the terms of CFW's senior credit arrangements.

In CFW's opinion, if this redemption violates the terms of CFW's senior
credit arrangements, the holders of a majority of the series D preferred stock
may require that CFW use its best efforts to consummate the sale and

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issuance by CFW of high-yield debt or other subordinated debt securities as
soon as practicable after the third anniversary of the date of issuance of the
series D preferred stock. CFW would be required to use the proceeds from this
issuance to redeem the series D preferred stock. In addition, at any time
following the issuance of the series D preferred stock and at the option of
the holders of a majority of the series D preferred stock, the holders of a
majority of the series D preferred stock may require CFW to redeem the series
D preferred stock from the proceeds of the sale and issuance of any CFW debt
or equity securities.

At any time after the third anniversary of the date of issuance of the
series D preferred stock, CFW may redeem all outstanding series D preferred
stock at a redemption price equal to 105% of the liquidation preference
thereof. Following the fifth anniversary of the date of issuance of the series
D preferred stock, CFW may redeem all outstanding series D preferred stock at
a redemption price equal to the series D liquidation preference.

If not previously converted or redeemed, the series D preferred stock will
be redeemed for cash by CFW on October 26, 2010 for an amount per share equal
to the series D liquidation preference.

Change of Control. Upon the occurrence of a change of control, CFW will
purchase all shares of series D preferred stock for an amount equal to 105% of
the series D preferred stock stated value per share plus all accrued
dividends, whether or not the dividends are earned or declared; provided,
however, that if the change of control occurs before the fifth anniversary of
the date of issue of any share of series D preferred stock, the stated value
shall be calculated assuming the change of control had occurred on the fifth
anniversary of the date of issue of such share of series D preferred stock and
assuming that no cash dividends had been paid on such share from the actual
date of the change of control through the fifth anniversary of the date of
issue.

Restrictive Covenants. For so long as the series D preferred stock remains
outstanding, CFW is subject to certain restrictive covenants. Unless CFW
obtains consent from a majority of the outstanding shares of series D
preferred stock, CFW and each of its subsidiaries or material subsidiaries, as
the case may be, may not, subject to exceptions in each case:

. incur any indebtedness;

. make various restricted payments, including among other things, payments
of dividends and subordinated debt principal;

. restrict a material subsidiary's ability to pay dividends or debt, make
loans or transfer assets to CFW or any other material subsidiary;

. issue any capital stock of a material subsidiary, including options,
warrants or other rights to purchase shares of such capital stock;

. with respect to any of CFW's subsidiaries, guarantee any debt of CFW
which is equal or subordinate to the series D preferred stock;

. enter into transactions with any affiliate, any subsidiary, or holders
of five percent or more of CFW's capital stock;

. create any lien on CFW assets or any shares of capital stock or debt of
any material subsidiary;

. enter into any sale-leaseback transaction; and

. complete any asset sales.

If CFW does not comply with the restrictive covenants listed above, then
dividends on the series D preferred stock will be increased to an annual rate
of 23.00% of the stated value.

Shareholders' Agreement

Under a shareholders' agreement, dated July 11, 2000 and amended and
restated as of July 26, 2000, among holders of CFW's series B and series C
preferred stock and CFW, and in addition to the board representation

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rights provided in the terms of the series B preferred stock, as long as the
initial holders of the series B and series C preferred stock and their
permitted transferees hold shares totaling at least 40% of their initial
holdings, then the holders of series B and series C preferred stock and/or CFW
common stock into which series B and series C preferred stock may have been
converted held by such initial holders are entitled to nominate two directors
to CFW's board of directors and to nominate at least one director to each
committee or subcommittee of CFW's board of directors. Welsh Carson also has
agreed with CFW that it will elect one director and Morgan Stanley will elect
one director until such time as Federal Communications Commission regulations
would permit Welsh Carson to control the election of more than 14.9% of the
directors. If at any time such initial holders hold shares totaling less than
40% of their initial holdings, but as long as they hold shares totaling at
least 10% of their initial holdings, then the holders of series B and series C
preferred stock and/or CFW common stock into which series B and series C
preferred stock may have been converted held by such initial holders are
entitled to nominate one director and to nominate such director to each
committee or subcommittee of CFW's board of directors.

The shareholders' agreement also specifies that the maximum number of votes
which the initial majority holder of the series B and series C preferred stock
and its affiliates is entitled to cast shall not exceed 19.9% of the number of
votes entitled to be cast by all holders of CFW voting securities, unless the
CFW common shareholders approve a higher level of voting. Welsh Carson also
has agreed with CFW not to vote more than 14.9% of the votes entitled to be
cast until such time as Federal Communications Commission regulations would
permit it to have full voting rights. Welsh Carson may grant to the other
holder of the series B and series C preferred stock, Morgan Stanley, a proxy
to vote any votes in excess of the 19.9% voting cap (or 14.9% for as long as
Federal Communications Commission voting restrictions are in effect)
proportionately with the shares held by CFW's public shareholders.

The shareholders agreement also contains standstill provisions where the
holders of the series B and series C preferred stock agree not to acquire any
additional shares of CFW's common stock or engage in hostile takeover actions
with respect to CFW.

Preferred Share Purchase Rights

In February 2000, CFW distributed as a dividend one preferred share purchase
right, referred to in this particular section as a right, for each outstanding
share of common stock. Each right entitles its holder to buy one one-
thousandth of a share of CFW's series A junior preferred stock at an exercise
price of $162.00, subject to adjustment. The rights will become exercisable
only if a person or group acquires or announces a tender offer for 15% or more
of the outstanding shares of common stock. When exercisable, CFW may issue a
share of common stock in exchange for each right other than those held by such
person or group. If a person or group acquires 15% or more of the outstanding
common stock, each right will entitle the holder, other than the acquiring
person, upon payment of the exercise price, to acquire series A junior
preferred stock or, at the option of CFW, common stock, having a value equal
to twice the right's exercise price. If CFW is acquired in a merger or other
business combination or if 50% of its assets or earnings power is sold or
transferred, each right will entitle the holder, other than the acquiring
person, to purchase common stock of the surviving company having a market
value equal to twice the exercise price of the right. The rights will expire
on February 26, 2010, and may be redeemed by CFW at any time before the tenth
day after an announcement that a 15% position has been acquired, unless this
time period has been extended by CFW's board of directors.

Until a person or group acquires or announces a tender offer for 15% or more
of the common stock:

. the rights will be evidenced by the common stock certificates and will
be transferred with and only with such common stock certificates;

. any common stock certificates issued will contain a notation
incorporating the rights agreement by reference; and

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. the surrender for transfer of any certificate for common stock
outstanding will also constitute the transfer of the rights associated
with the common stock represented by such certificates.

Rights may not be transferred, directly or indirectly, to any person or
group that has acquired, or obtained the right to acquire, beneficial
ownership of 15% or more of the outstanding shares of common stock, or to any
affiliate or associate of any such person (including subsequent transferees).
Any right that is the subject of a purported transfer to any such person will
be null and void.

This description of the terms of the rights does not purport to be complete
and is qualified in its entirety by reference to the terms of the rights
agreement, dated as of February 26, 2000, between CFW and Registrar and
Transfer Company, as rights agent, as amended by Amendment No. 1, dated July
11, 2000. The rights agreement is incorporated by reference in this joint
proxy statement/prospectus. See "Where You Can Find More Information" on page
115.

The rights may have various anti-takeover effects. The rights will cause
substantial dilution to a person or group that acquires more than 15% of the
outstanding shares of CFW common stock if various events thereafter occur
without the rights having been redeemed. However, the rights should not
interfere with any merger or other business combination approved by CFW's
board and the shareholders because the rights are redeemable under various
circumstances.

Additionally, under to Amendment No. 1 to the rights agreement, dated as of
July 11, 2000, neither Welsh, Carson, Anderson & Stowe VIII, referred to in
this joint proxy statement/prospectus as Welsh Carson, any entity controlled
by Welsh Carson, nor any person to whom Welsh Carson is permitted to transfer
its CFW common stock is deemed an acquiring person as long as it complies with
the standstill provisions of the shareholders agreement and beneficially owns
only that capital stock provided for in:

. the terms of the series B preferred stock;

. the terms of the series C preferred stock;

. the terms of the series D preferred stock;

. the warrants issued by CFW to Welsh Carson; and

. any other equity securities of CFW that could be acquired from CFW by
Welsh Carson, a Welsh Carson controlled entity or a Welsh Carson
permitted transferee in connection with Welsh Carson's commitment to
provide debt financing to CFW.

Provisions of CFW's Articles and Bylaws

CFW's Articles of Incorporation and bylaws contain provisions which may have
the effect of delaying or preventing a change in control of CFW. CFW's
Articles of Incorporation and bylaws provide:

. for division of the board of directors into three classes, with one
class elected each year to serve a three-year term;

. that directors may be removed only upon the affirmative vote of the
holders of at least 66 2/3% of the outstanding shares entitled to vote;

. that a vacancy on the board shall be filled by the remaining directors;
and

. that the affirmative vote of the holders of at least 66 2/3% of the
outstanding shares entitled to vote is required to alter, amend or
repeal the foregoing provisions.

CFW's Articles of Incorporation and bylaws provide that, subject to the
rights of holders of any series of preferred stock, special meetings of
shareholders may be called only by the Chairman of the board, the President

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or a majority of the total number of directors which the board would have if
there were no vacancies, and may not be called by the shareholders. The
business permitted to be conducted at any special meeting of shareholders is
limited to the business brought before the meeting by or at the direction of
the board.

Virginia Stock Corporation Act

The Virginia Stock Corporation Act contains provisions governing "affiliated
transactions" and "control share acquisitions." These provisions only apply to
corporations with 300 or more shareholders. These provisions, with several
exceptions discussed below, require approval of material acquisition
transactions between a Virginia corporation and an interested shareholder,
which is any holder of more than 10% of any class of its outstanding voting
shares, by the holders of at least two-thirds of the remaining voting shares.
Affiliated transactions subject to this approval requirement include mergers,
share exchanges, material dispositions of corporate assets not in the ordinary
course of business, any dissolution of the corporation proposed by or on
behalf of an interested shareholder, or any reclassification, including
reverse stock split, recapitalization or merger of the corporation with its
subsidiaries that increases the percentage of voting shares owned beneficially
by an interested shareholder by more than 5%.

For three years following the time that an interested shareholder becomes an
owner of 10% of the outstanding voting shares, a Virginia corporation cannot
engage in an affiliated transaction with such interested shareholder without
approval of two-thirds of the voting shares other than those shares
beneficially owned by the interested shareholder, and majority approval of the
"disinterested directors." A disinterested director means, with respect to a
particular interested shareholder, a member of the corporation's board of
directors who was 1) a member on the date on which an interested shareholder
became an interested shareholder and 2) recommended for election by, or was
elected to fill a vacancy and received the affirmative vote of, a majority of
the disinterested directors then on the board. After the expiration of the
three-year period, the statute requires approval of the affiliated
transactions by two-thirds of the voting shares other than those beneficially
owned by the interested shareholder.

The principal exceptions to the special voting requirement apply to
transactions proposed after the three-year period has expired and require
either that the transaction be approved by a majority of the corporation's
disinterested directors or that the transaction satisfy the fair-price
requirements of the statute. In general, the fair-price requirement provides
that in a two-step acquisition transaction, the interested shareholder must
pay the shareholders in the second step either the same amount of cash or the
same amount and type of consideration paid to acquire the Virginia
corporation's shares in the first step.

None of these limitations and special voting requirements applies to a
transaction with an interested shareholder whose acquisition of shares making
such person an interested shareholder was approved by a majority of the
Virginia corporation's disinterested directors.

These provisions were designed to deter various takeovers of Virginia
corporations. In addition, the statute provides that, by affirmative vote of a
majority of the voting shares other than shares owned by any interested
shareholder, a corporation can adopt an amendment to its articles of
incorporation or bylaws providing that the affiliated transactions provisions
shall not apply to the corporation. CFW has not opted out of the affiliated
transactions provisions.

Virginia law also provides that shares acquired in a transaction that would
cause the acquiring person's voting strength to meet or exceed any of three
thresholds (20%, 33 1/3% or 50%) have no voting rights unless granted by a
majority vote of shares not owned by the acquiring person or any officer or
employee-director of the Virginia corporation. This provision empowers an
acquiring person to require the Virginia corporation to hold a special meeting
of shareholders to consider the matter within 50 days of its request.

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COMPARISON OF SHAREHOLDERS' RIGHTS

R&B and CFW are each incorporated under the laws of the Commonwealth of
Virginia and, therefore, are governed by Virginia law. R&B shareholders, whose
rights are currently governed by Virginia law and the R&B Articles of
Incorporation and bylaws, will, on completion of the merger, become
shareholders of CFW, and their rights as such will be governed by Virginia law
and CFW's Articles of Incorporation and bylaws and various statutes in
Virginia that only apply to corporations with 300 or more shareholders.

Described below are the material differences between the rights of R&B
shareholders under R&B's Articles of Incorporation and bylaws, and CFW
shareholders under CFW's Articles of Incorporation and bylaws. The description
below summarizes the material differences that may affect the rights of
shareholders of R&B and CFW but does not purport to be a complete statement of
all such differences. R&B shareholders should read the relevant provisions of
the laws and documents discussed below, including the CFW Articles of
Incorporation and bylaws which are incorporated by reference in this joint
proxy statement/prospectus.

Authorized Capital

R&B. R&B has a total of 100,000 authorized shares of capital stock.

CFW. CFW has a total of 21,000,000 authorized shares of capital stock,
consisting of 20,000,000 shares of common stock and 1,000,000 shares of
preferred stock, 100,000 shares of which have been designated as series A
junior participating preferred stock. If the CFW shareholders approve the
proposal to increase the number of authorized shares of CFW common stock from
20,000,000 to 75,000,000, the total number of authorized shares of capital
stock of CFW will be 76,000,000 shares, consisting of 75,000,000 shares of
common stock and 1,000,000 shares of preferred stock, 100,000 shares of which
have been designated as series A junior participating preferred stock, 112,500
shares of which have been designated as series B preferred stock, 60,300
shares of which have been designated as series C preferred stock and 77,200
shares of which have been designated as series D preferred stock, which series
D shares would be converted to series C shares upon shareholder approval.

Special Meetings of Shareholders

Under Virginia law, unless provided in the articles of incorporation or
bylaws of the corporation, the shareholders of a corporation do not have a
right to call a special meeting of shareholders. The R&B bylaws provide that a
special meeting of the shareholders may be called for any purpose at any time
by the President or the board of directors. The CFW bylaws provide that a
special meeting of the shareholders may be called for any purpose at any time
by the Chairman or by a majority of the board of directors.

Shareholder Meetings

R&B. R&B common shareholders have one vote per share on all matters to be
voted on by shareholders. In all elections of directors, directors are elected
by an affirmative vote of the holders of the plurality of the shares entitled
to vote in the election of directors at a meeting at which a quorum exists for
approval. The R&B Articles of Incorporation do not provide for cumulative
voting. Except as specifically provided in the R&B Articles of Incorporation,
bylaws or Virginia law, other actions requiring shareholder approval generally
require the vote of a majority of shares represented at a meeting and entitled
to vote at a meeting at which a quorum exists.

CFW. On any issue to be determined at any meeting of shareholders:

. each CFW common shareholder receives one vote for each share of common
stock owned by such shareholder, and each holder of preferred stock
receives the number of votes equal to the number of shares of common
stock that the holder would have received if the holder had converted
the preferred

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stock into common stock immediately before the vote; provided however,
that the initial majority holder of the series B and series C preferred
stock and its affiliates have agreed to exercise their preferred shares
voting rights and any voting rights that they have with respect to other
voting securities of CFW only with respect to shares representing less
than 20% of the votes entitled to be cast by all holders of voting
securities at the time of such vote and will vote any remaining shares
proportionally with the shares held by CFW's common shareholders; The
initial majority holder of the series B and series C preferred stock
also has agreed with CFW not to vote more than 14.9% of the votes
entitled to be cast by all holders of voting securities. The initial
majority holder may grant to Morgan Stanley Dean Witter, the other
holder of the series B and series C preferred stock, a proxy to cast the
initial majority holder's votes in excess of 14.9%. Shares for which a
proxy has not been granted will be voted in the same proportion as the
other shareholders of CFW vote on any matter. This voting restriction
will terminate at such time as Federal Communications Commission
regulations would permit the initial majority holder to have full voting
rights.

. each share of CFW's series A junior participating preferred stock
entitles its holder to 1,000 votes on all matters submitted to a vote of
CFW shareholders, subject to adjustment upon various diluting events.
CFW's series A junior participating preferred stock may only be issued
upon the exercise of a right granted to common shareholders. For a
description of the terms of CFW's series A junior participating
preferred stock, see "Preferred Share Purchase Rights" on page 75; and

. holders of CFW preferred stock vote together with the holders of common
stock, including in the election of directors. The holders of the
preferred stock vote together as a single voting group on various
matters, including, but not limited to, the redemption, creation or
change in the rights of any series of preferred stock.

The CFW Articles of Incorporation do not provide for cumulative voting. In all
elections of directors, directors are elected by an affirmative vote of the
holders of plurality of the shares entitled to vote in the election of
directors at a meeting at which a quorum exists. The holders of the series B
preferred stock have the right to appoint two members of CFW's board. Except
as specifically provided in the CFW Articles of Incorporation, bylaws or
Virginia law, other actions requiring shareholder approval generally need the
vote of a majority of shares represented at a meeting and entitled to vote at
a meeting at which a quorum exists for approval.

Advance Notice of Nominations of Directors

R&B. R&B shareholders can nominate candidates for the R&B board of directors
at any meeting of shareholders only if the shareholder follows the advance
notice provisions contained in the R&B bylaws. The R&B bylaws require a
shareholder nomination be in writing to the President of R&B and delivered to,
or mailed to and received at, R&B's principal executive offices not less than
60 days nor more than 90 days before the meeting. If less than 70 days notice
or prior public disclosure of the date of the meeting is given or made to
shareholders, a timely notice by the shareholder must be so received not later
than the close of business on the 10th day after the day on which such notice
of the date of the meeting was made. The shareholder nomination must provide
various information about the candidate and the shareholder.

CFW. CFW shareholders can nominate candidates for the CFW board of directors
at an annual or special meeting if the shareholders follow the advance notice
provisions contained in the CFW bylaws. The CFW bylaws require a shareholder
nomination to be in writing and delivered to the Secretary of CFW not later
than 60 days before the date of meeting of shareholders at which directors are
to be elected. The shareholder nomination must provide the specific
information about the candidate and the shareholder described in the CFW
bylaws. If a shareholder does not comply with the applicable provisions
described in the CFW bylaws for nomination of a candidate for director, the
chairman of the board of directors shall have the power and duty to declare
that the nomination was not made in accordance with the CFW bylaws and that
such defective proposal shall be disregarded.

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Merger

Virginia law generally requires that any merger be approved by an
affirmative vote of more than two-thirds of all the issued and outstanding
shares of stock of each voting group entitled to vote, unless the articles of
incorporation requires a different vote.

R&B. The Articles of Incorporation of R&B provide that, in the event a
merger has been approved by a majority vote of R&B's board of directors, such
merger shall require an affirmative vote of more than two-thirds of all the
issued and outstanding shares of stock of each voting group entitled to vote
on the merger. Accordingly, the merger with R&B requires an affirmative vote
of more than two-thirds of the outstanding R&B common stock. In the event a
proposed merger is not approved by a majority of R&B's board, however, unless
various conditions are met, R&B's Articles of Incorporation require the
approval of holders of 80% of each class of outstanding stock.

CFW. The Articles of Incorporation of CFW, unless the board of directors
otherwise provides, require only an affirmative vote of not less than a
majority of the votes cast by each class or series of stock entitled to vote
on the merger at a meeting at which a quorum of such class or series exists.
CFW's Articles of Incorporation provide for separate class or series voting in
the event of a merger. Accordingly, the merger with R&B requires an
affirmative vote of a majority of the votes cast by holders of outstanding
shares of CFW common stock, series B preferred stock and series C preferred
stock, voting together as a single voting group, at the special meeting where
a quorum exists.

Anti-takeover Statutes

CFW is subject to Virginia anti-takeover statutes related to affiliated
transactions and control share acquisitions which apply to Virginia
corporations with more than 300 shareholders. See "Virginia Stock Corporation
Act" on page 77 for a description of the provisions of such anti-takeover
statutes.

Since R&B has fewer than 300 shareholders, it is not subject to the Virginia
anti-takeover statutes described above.

Amendments to Articles

Virginia law provides generally that, unless otherwise specified in a
corporation's articles of incorporation, a Virginia corporation's articles of
incorporation may be amended by the board of directors for various minor
alterations and otherwise upon recommendation of the board of directors and by
the affirmative vote of the holders of more than two-thirds of the outstanding
shares of each voting group entitled to vote on the matter.

R&B. Except with respect to the following matters, the R&B Articles of
Incorporation do not provide for their amendment. Under Virginia law, their
amendment would require the vote of more than two-thirds of the outstanding
shares of each class entitled to vote. The R&B Articles of Incorporation
require the affirmative vote of the holders of not less than 80% of each class
of outstanding voting stock to amend or repeal the provisions relating to 1)
the election and removal of R&B directors, 2) the ability of shareholders and
directors to amend or repeal R&B's bylaws, or 3) the shareholder vote required
for a merger or other business combination event involving R&B.

CFW. Except with respect to the matters set forth below, the CFW Articles of
Incorporation may be amended by no less than a majority of the votes cast by
each class or series of stock entitled to vote on the merger at a meeting
which a quorum of such class or series exists. Under CFW's Articles of
Incorporation, the board of directors, without shareholder approval, may
determine the preferences, limitations and relative rights of any class of
shares of preferred stock before the issuance of such class, or of one or more
series within a class of preferred stock before the issuance of any such
series. Additionally, the CFW Articles of Incorporation require that
amendments to the CFW articles amending, altering or repealing the portions of
CFW's articles relating to the election and removal of directors must be
approved by either 1) the affirmative vote of more than two-thirds

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of the outstanding shares of capital stock entitled to vote generally in the
election of directors or 2) a majority of various directors of CFW and the
holders of a majority of the outstanding shares of capital stock entitled to
vote generally in the election of directors.

Amendments to Bylaws

R&B. The R&B Articles of Incorporation provide generally for amendment of
the R&B bylaws by the R&B board of directors. The shareholders of R&B, by the
affirmative vote of the holders of not less than 80% of each class or series
of the outstanding voting stock of R&B, may 1) amend the bylaws or 2)
prescribe that any bylaws made by them may not be amended by the board of R&B.

CFW. The CFW bylaws provide that, unless prohibited by CFW's Articles of
Incorporation, the CFW bylaws may be amended by CFW's board of directors. CFW
shareholders have the ability to repeal, amend, alter or rescind any bylaws
and to enact bylaws which, if expressly so provided, may not be amended,
altered or repealed by the director.

Transfer Restrictions

R&B and CFW. Each of the R&B and CFW Articles of Incorporation do not
establish transfer restrictions on the original issuance or transfer of shares
of R&B common stock or CFW common stock, as the case may be.

R&B. With respect to the R&B common stock, however, there is no public
trading market. The transfer of the shares of R&B common stock is restricted
by the Securities Act and under other applicable federal and state securities
laws.

CFW. All shares of CFW common stock to be distributed to shareholders of R&B
in the merger will be freely transferable, except for various restrictions
applicable to "affiliates" of R&B, the CFW shares placed in escrow, and for
two-year restrictive agreements to be entered into by various shareholders.
Shares of CFW common stock received by persons who are deemed to be affiliates
of R&B may be resold by them only in transactions permitted by the resale
provisions of Rule 145 or as otherwise permitted under the Securities Act.
Persons who may be deemed affiliates of R&B generally include certain
officers, directors and significant shareholders of R&B. The merger agreement
requires R&B to cause each of its affiliates to execute a written agreement to
the effect that such persons will not sell or dispose of any of the shares of
CFW common stock issued to them in the merger unless the sale or disposition
of such shares has been registered under the Securities Act, conforms with
Rule 145 or is otherwise exempt from the registration requirements under the
Securities Act.

Shareholder Action by Written Consent

R&B. Under Virginia law and the R&B bylaws, any action required to be taken
or that may be taken at a meeting of the R&B shareholders may be taken by
unanimous written consent without a meeting, provided the written consent
setting forth the action is signed by all of the shareholders entitled to vote
with respect to the subject matter thereof.

CFW. Under Virginia law, any action required to be taken or that may be
taken at any annual or special meeting of CFW, may be taken by written consent
without a meeting. The written consent must be signed by all of the
shareholders entitled to vote on the action.

Board of Directors

R&B. The R&B board currently consists of eight directors who are divided
into three classes having staggered terms of office. Successors to the class
of R&B directors whose terms expire stand for reelection at each annual
meeting for a term expiring at the third succeeding annual meeting. Directors
are elected by a plurality of the votes cast by the holders of shares entitled
to vote in the election of directors at a meeting of shareholders at which a
quorum is present. Under R&B's Articles of Incorporation, bylaws and Virginia
law, vacancies, whether by resignation, death or removal or because of an
increase in the size of the board, may be

81
<PAGE>

filled by an affirmative vote of a majority of the remaining members of the
board of directors, even if less than a quorum. A director elected to fill a
vacancy will serve until the next shareholders' meeting at which directors are
elected. R&B's Articles of Incorporation and bylaws provide that directors may
be removed only for cause by the vote of more than two-thirds of the
outstanding shares of all classes or series of R&B stock entitled to vote at a
meeting called for such purpose.

CFW. The CFW board currently consists of eight directors who are divided
into three classes having staggered terms of office. CFW's Articles of
Incorporation and bylaws provide that the board of directors may not be
increased by more than two during any 12-month period except by the
affirmative vote of the holders of more than two-thirds of the outstanding
shares of all classes or series of CFW's stock entitled to vote generally in
the election of directors. Successors to the class of CFW directors whose
terms expire stand for reelection at each annual meeting for a term expiring
at the third succeeding annual meeting. Directors are elected by a plurality
of the votes cast by the holders of shares entitled to vote in the election of
directors at a meeting of shareholders at which a quorum is present. Under
CFW's Articles of Incorporation, bylaws and Virginia law, vacancies, whether
by resignation, death or removal or because of an increase in the size of the
board, may be filled by an affirmative vote of a majority of the remaining
members of the board of directors even if less than a quorum. A director
elected to fill a vacancy will serve until the next shareholders' meeting at
which directors are elected. CFW's Articles of Incorporation and bylaws
provide that directors may be removed with or without cause by the vote of
more than two-thirds of the outstanding shares of all classes or series of
CFW's stock entitled to vote generally in the election of directors.

Limitation of Director Liability

R&B and CFW. The Articles of Incorporation of R&B and CFW contain provisions
that limit the liability of the directors and officers of R&B and CFW as
permitted under Virginia law. The provisions eliminate the liability of the
R&B directors and officers to R&B or its shareholders and eliminate the
liability of the CFW directors and officers to CFW and its shareholders for
monetary damages for negligent or grossly negligent acts or omissions in their
capacity as directors or officers, as the case may be. The provisions in the
Articles of Incorporation of R&B and CFW do not, however, eliminate or limit
the liability of a director or officer resulting from such person's willful
misconduct or knowing violation of the criminal law, and in the case of CFW
directors and officers, a knowing violation of any federal or state securities
law.

Under the Articles of Incorporation of R&B and CFW, any amendment or repeal
of the applicable provisions in the Articles of Incorporation of R&B and CFW,
as the case may be, will not affect the limitation of liability of directors
and officers with respect to such persons' actions before such amendment or
repeal.

Indemnification of Directors, Officers and Employees

R&B and CFW. Virginia law permits a corporation to provide indemnification
of reasonable expenses for officers, directors, employees or agents of the
corporation (or any such person serving in such capacities for another entity
at the request of the corporation) who are parties or are threatened to be
made parties to any threatened, pending, or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation), against expenses,
judgments, fines and amounts paid in settlement that are actually and
reasonably incurred. Indemnification is permitted in all instances, except
indemnity against willful misconduct or knowing violation of the criminal law.
Each of the R&B and CFW Articles of Incorporation provide for the
indemnification of liabilities of each person incurred by reason of serving as
a director, officer, employee or agent or by reason of serving as a director,
officer, trustee, or in some similar capacity, of another corporation in all
instances. Virginia law does not permit indemnification in the following
circumstances:

. proceedings by and in the right of the corporation, in which the
director is determined to be liable to the corporation; and

. transactions from which a director received an improper personal
benefit.

82
<PAGE>

CFW COMMUNICATIONS COMPANY

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

The accompanying unaudited pro forma consolidated financial information has
been derived by the application of pro forma adjustments to CFW's historical
consolidated financial statements included elsewhere in this joint proxy
statement/prospectus. The pro forma adjustments give effect to:

. the merger;

. the acquisition of Richmond-Norfolk PCS for cash of $408.6 million, our
22% limited partnership interest in RSA 5, the analog assets and
operations of RSA 6 and the assumption of $20.0 million of lease
obligations. This acquisition has been accounted for using the purchase
method of accounting;

. the increase in our common ownership in the Virginia Alliance and West
Virginia Alliance of 70.3% and 34.3%, respectively, and the subsequent
consolidation (entities were previously accounted for on the equity
method) due to:

. . the merger, as R&B owns approximately 20.8% and 34.3% of the common
interests of the Virginia Alliance and the West Virginia Alliance,
respectively;

. . the Virginia Alliance's redemption of its series A preferred
membership interests for $16.7 million; and

. . the conversion by us and R&B of our respective series B preferred
membership interests in the Virginia Alliance into common interests.

The increase in our common ownership interests in the Alliances has been
accounted for as a step acquisition;

. the sale of the capital stock of CFW Information Services Inc., the
provider of our directory assistance services;

. the adjustment to rental expense, depreciation expense and the
amortization of deferred gain associated with the sale and leaseback of
various communications tower sites;

. the like-kind exchange of various wireless communications services,
which we refer to in this joint proxy statement/prospectus as WCS,
licenses for various AT&T PCS licenses, which has no effect on the pro
forma balance sheet or statement of operations;

. the sale of $375 million of debt securities in a private placement and
the closing of a new senior credit facility;

. the sale of our series B, series C and series D preferred stock for
gross proceeds of $250.0 million;

. the repayment of substantially all of our existing indebtedness and that
of the Alliances; and

. the payment of fees and expenses related to the recent transactions (as
defined below).

The term recent transactions refers to:

. the merger;

. the issuance and sale of $375 million of debt securities in a private
placement;

. the anticipated borrowings under the new senior credit facility;

. the repayment of our existing senior indebtedness;

. the sale and issuance of our series B, series C and series D preferred
stock;

. our acquisition of Richmond-Norfolk PCS;

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<PAGE>

. our acquisition of PCS licenses from AT&T and disposition of WCS
licenses to AT&T;

. our consolidation of the Virginia Alliance and the West Virginia
Alliance;

. our dispositions of RSA 5 and RSA 6; and

. our disposition of our directory assistance operations.

Our unaudited pro forma consolidated balance sheet as of June 30, 2000 has
been prepared as if the recent transactions had occurred on that date. The
unaudited pro forma consolidated statements of operations for the periods
presented give effect to the recent transactions as if they had occurred
January 1, 1999. The adjustments, which are based upon available information
and upon various assumptions that we believe are reasonable, are described in
the accompanying notes. The actual allocation of these adjustments will be
different and the difference may be material.

The unaudited pro forma consolidated financial statements should not be
considered indicative of actual results that would have been achieved had the
recent transactions been consummated on the date or for the periods indicated
and do not purport to indicate balance sheet data or results of operations as
of any future date or for any future period.

The unaudited pro forma consolidated financial information should be read
together with the historical financial statements and the notes thereto
included elsewhere in this joint proxy statement/prospectus with respect to
R&B and as incorporated by reference with respect to CFW, Richmond-Norfolk PCS
and the Alliances. The CFW historical column presented in the accompanying
December 31, 1999 unaudited pro forma consolidated statement of operations has
been restated to reflect directory assistance as a discontinued operation as
that business segment was disposed of in July 2000 and was presented as a
discontinued operation in the CFW's Form 10-Q for the period ended June 30,
2000.

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<PAGE>

CFW COMMUNICATIONS COMPANY

UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
as of June 30, 2000
(in thousands)

<TABLE>
<CAPTION>
Acquisitions
-------------------------------------------
Richmond- West
Norfolk Virginia Virginia Pro Forma
CFW PCS R&B Alliance Alliance Pro Forma As
Historical Historical Historical Historical Historical Adjustments(a) Adjusted
---------- ---------- ---------- ---------- ---------- -------------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Current assets
Cash and cash
equivalents........... $ 249 $ 188 $ 8,937 $ 65 $10,053 $ 13,731 $ 33,223
Accounts receivable,
net................... 13,836 4,507 3,578 2,154 2,235 (1,243) 25,067
Other receivables...... 1,725 671 2,681 792 271 3,564 9,704
Inventories, materials
and supplies.......... 1,095 792 356 5,427 1,512 -- 9,182
Prepaid expenses and
other................. 977 1,104 48 173 141 -- 2,443
Assets of discontinued
segment............... 9,764 -- -- -- -- (9,764) --
-------- -------- ------- -------- ------- -------- ----------
Total current
assets.............. 27,646 7,262 15,600 8,611 14,212 6,288 79,619
-------- -------- ------- -------- ------- -------- ----------
Restricted cash......... -- -- -- -- -- 67,994 67,994
Securities and
investments............ 35,101 -- 17,983 -- -- 5,225 58,309
Subordinated capital
certificates........... -- -- -- 4,529 2,554 (7,083) --
Property and equipment,
net.................... 129,605 140,420 25,640 101,746 46,534 (2,792) 441,153
Other assets
Cost in excess of net
assets of business
acquired.............. 31,040 -- -- -- -- 525,457 556,497
Other.................. 19,871 596 2,413 1,024 3,405 17,663 44,972
-------- -------- ------- -------- ------- -------- ----------
Total other assets... 50,911 596 2,413 1,024 3,405 543,120 601,469
-------- -------- ------- -------- ------- -------- ----------
Total assets......... $243,263 $148,278 $61,636 $115,910 $66,705 $612,752 $1,248,544
======== ======== ======= ======== ======= ======== ==========
LIABILITIES AND
SHAREHOLDERS' EQUITY
(DEFICIT)
Current liabilities
Accounts payable....... $ 20,318 $ 5,122 $ 833 $ 3,860 $ 6,494 $ (11) $ 36,616
Current portion of
long-term debt and
capital lease
obligations........... -- 3,874 394 -- -- -- 4,268
Current portion of
recognized losses in
PCS ventures.......... -- -- 3,322 -- -- (3,322) --
Liabilities of
discontinued
business.............. 3,275 (3,275)
Other accrued
liabilities........... 9,745 2,748 1,284 (699) 3,873 730 17,681
-------- -------- ------- -------- ------- -------- ----------
Total current
liabilities......... 33,338 11,744 5,833 3,161 10,367 (5,878) 58,565
-------- -------- ------- -------- ------- -------- ----------
Long-term debt.......... 51,567 -- 7,289 129,654 51,136 282,393 522,039
Capital lease
obligations............ -- 18,773 -- -- -- -- 18,773
Long-term liabilities
Deferred income
taxes................. 29,568 -- 8,069 -- -- 5,835 43,472
Retirement benefits.... 10,427 -- -- -- -- -- 10,427
Long-term portion of
recognized losses in
PCS ventures.......... -- -- 6,007 -- -- (6,007) --
Other................... 2,795 3,182 2,008 9,572 13,040 -- 30,597
-------- -------- ------- -------- ------- -------- ----------
Total long-term
liabilities........... 42,790 3,182 16,084 9,572 13,040 (172) 84,496
-------- -------- ------- -------- ------- -------- ----------
Minority interests...... 1,419 -- -- -- -- (1,138) 281
Series A preferred
redeemable membership
interests.............. -- -- -- 15,632 -- (15,632) --
Series B redeemable
preferred stock........ -- -- -- -- -- 106,670 106,670
Series C redeemable
preferred stock........ -- -- -- -- -- 130,795 130,795
Shareholders' equity
(deficit)/ members'
equity (deficit)....... 114,149 114,579 32,430 (42,109) (7,838) 115,714 326,925
-------- -------- ------- -------- ------- -------- ----------
Total liabilities and
shareholders'
equity................ $243,263 $148,278 $61,636 $115,910 $66,705 $612,752 $1,248,544
======== ======== ======= ======== ======= ======== ==========
</TABLE>

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<PAGE>

CFW COMMUNICATIONS COMPANY

NOTES TO PRO FORMA CONSOLIDATED BALANCE SHEET

The pro forma financial data have been derived by the application of pro
forma adjustments to our historical financial statements as of the date noted.

Pro forma adjustments to the Pro Forma Consolidated Balance Sheet are
summarized in the following table (in thousands) and are described in the
notes that follow.

<TABLE>
<CAPTION>
Repayment Acquisition
Transaction of Merger of Richmond Disposition
Fees and Existing with Alliance Step Norfolk of Directory Total Net
Financing(1) Expenses(2) Debt(3) R&B(4) Acquisition(5) PCS(6) Assistance(7) Adjustment
------------ ----------- --------- -------- -------------- ----------- ------------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Cash and cash
equivalents.......... $703,114 $(40,075) $(212,759) $ (1,300) $(16,748) $(438,305) $19,804 $ 13,731
Accounts receivable,
net.................. -- -- -- -- -- (1,243) -- (1,243)
Other receivables..... -- 3,423 141 -- -- -- -- 3,564
Inventories, materials
and supplies......... -- -- -- -- -- -- -- --
Restricted cash....... 67,994 -- -- -- -- -- -- 67,994
Assets of discontinued
business............. (9,764) (9,764)
Securities and
investments.......... -- -- -- (959) 4,166 (478) 2,496 5,225
Subordinated capital
certificates......... -- -- (7,083) -- -- -- -- (7,083)
Property and
equipment, net....... -- -- -- -- -- (2,792) (2,792)
Cost in excess of net
assets of business
acquired............. -- 4,500 -- 110,825 37,568 372,564 -- 525,457
Debt issuance costs... -- 18,025 (362) -- -- -- -- 17,663
Accounts payable...... -- -- -- -- -- (11) -- (11)
Current portion of
recognized losses in
PCS ventures......... -- -- -- -- (3,322) -- -- (3,322)
Liabilities of
discontinued
business............. -- -- -- -- -- -- (3,275) (3,275)
Other accrued
liabilities.......... -- -- (216) 1,250 -- (304) -- 730
Long-term debt........ 502,019 -- (219,626) -- -- -- -- 282,393
Deferred income
taxes................ -- -- -- -- -- 5,835 -- 5,835
Retirement benefits... -- -- -- -- -- -- -- --
Long-term portion of
recognized losses in
PCS ventures......... -- -- -- -- (6,007) -- -- (6,007)
Minority interests.... -- -- -- (959) -- (179) -- (1,138)
Redeemable Series A
preferred membership
interests............ -- -- -- -- (15,632) -- -- (15,632)
Series B redeemable
preferred stock...... 110,608 (3,938) -- -- -- -- -- 106,670
Series C redeemable
preferred stock...... 135,607 (4,812) -- -- -- -- -- 130,795
Shareholders' equity
(deficit)/members'
interests/(deficit).. 22,874 (5,377) (221) 108,275 49,947 (75,595) 15,811 115,714
</TABLE>

86
<PAGE>

(1) The adjustments relate to our sale of senior and subordinated notes and
the sale of our preferred stock as follows (in thousands):

<TABLE>
<S> <C>
New senior secured term loan B..................................... $100,000
New senior secured term loan C..................................... 50,000
Senior notes due 2010(i)........................................... 276,108
Subordinated notes due 2011(ii).................................... 95,000
New preferred stock(iii)........................................... 250,000
--------
Total financing.................................................. $771,108
========
</TABLE>
--------
(i) $68.0 million of proceeds will be placed in escrow and will be used to
pay the first four interest payments on the senior notes. The issuance
of $276.1 million principal amount of senior notes, net of $3.9 million
debt discount and warrants to purchase 504,000 shares of common stock
for $276.1 million in cash will be allocated as $269.2 million debt and
$6.9 million common equity.

(ii) The issuance of $95.0 million principal amount of subordinated notes
and warrants to purchase 300,000 shares of common stock for $95.0
million in cash will be allocated as $82.8 million debt and $12.2
million common equity.

(iii) The issuance of $250.0 million of our preferred stock and warrants to
purchase 500,000 shares of common stock for $250.0 million cash will
be allocated as $246.2 million preferred equity and $3.8 million
common equity.

(2) The portion of estimated cash expenses attributable to our new senior
credit facility and the senior and subordinated notes totals $18.0 million
and will be recorded as deferred financing costs and will be amortized
over the expected life of the debt to be issued. Such estimated debt
issuance costs include estimated fees and expenses payable to banks,
placement agents, outside professionals and related advisors.
Additionally, $4.5 million of estimated transaction expenses have been
recorded as goodwill related to the merger with R&B and the acquisition of
Richmond-Norfolk PCS. The remaining $17.6 million of estimated cash
expenses represent $8.8 million of costs associated with the sale of our
preferred stock, $5.6 million ($3.4 million, net of $2.2 million tax) of
costs associated with a bridge commitment fee, $2.4 million ($1.5 million,
net of $.9 million tax) of costs associated with one-time transaction
expenses and $.8 million ($.5 million, net of $.3 million tax) of costs
associated with the debt prepayment premium.

(3) The adjustments include the repayment of existing indebtedness and related
accrued interest and the write-off of capitalized debt issuance costs of
the combined companies as follows (in thousands):

<TABLE>
<S> <C>
CFW................................................................ $ 50,216
Virginia Alliance.................................................. 118,274
West Virginia Alliance............................................. 51,136
--------
Debt to be refinanced............................................ 219,626
Subordinated capital certificates.................................. (7,083)
Accrued interest................................................... 216
--------
Total use of cash................................................ $212,759
========
</TABLE>

The related unamortized deferred loan costs of $362,000 ($221,000, net of
$141,000 tax) related to the existing indebtedness of the combined
companies will be written off as an extraordinary charge upon the
repayment of existing indebtedness.

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<PAGE>

(4) Represents the merger with R&B for 3,716,400 of our common shares at
$37.86 per share (the average of our closing common stock price for the
two days before announcement and two days after announcement). The actual
number of shares to be issued in the merger is based on the exchange ratio
of 60.27 of our shares to one share of R&B. The adjustment to common
equity and the excess of the estimated purchase price over the estimated
fair value of the net identifiable assets acquired is as follows (in
thousands):

<TABLE>
<S> <C>
Fair value of CFW common stock issued.............................. $140,705
Less: R&B, net assets.............................................. 32,430
--------
Net adjustment to common equity.................................. 108,275
Transaction expenses............................................... 1,300
Covenant not to compete............................................ 1,250
--------
Net adjustment to goodwill....................................... $110,825
========
</TABLE>

We have preliminarily referred to the excess of the estimated purchase
price over the estimated fair value of the net identifiable assets acquired
as goodwill. The final allocation of the excess purchase price over net
identifiable assets, to be determined by an independent appraiser after
closing, will include, if applicable, recognition of adjustments of the
tangible assets and liabilities to their fair values, the fair value of
identifiable intangible assets, including FCC licenses, intellectual
property and residual goodwill. We have assumed an average amortization
period of 20 years for goodwill for illustrative purposes.

The adjustment also eliminates the $959,000 investment held by us in
various R&B PCS licenses.

(5) Represents the purchase accounting adjustments necessary to reflect the
consolidation of the Virginia and West Virginia Alliances. A controlling
interest in the Alliances will be obtained through (i) the merger with
R&B, (ii) the contribution of additional common equity capital to the
Virginia Alliance and the related redemption of series A preferred
membership interests, and (iii) the conversion of our and R&B's series B
preferred membership interests into common membership interests. Following
these transactions, we will own approximately 91.1% and 78.9% of the
Virginia Alliance and the West Virginia Alliance, respectively. The
adjustment to the excess of the estimated purchase price over the
estimated fair value of the net identifiable assets acquired is as follows
(in thousands):

<TABLE>
<S> <C>
Cash paid for redemption of series A preferred stock............... $ 16,748
Less: Carrying value of series A preferred stock................... (15,632)
Elimination of negative investment balance......................... (13,495)
Elimination of historical net equity deficit of Alliances.......... 49,947
--------
Net adjustment to goodwill....................................... $ 37,568
========
</TABLE>

We have preliminarily referred to the excess of the estimated purchase
price over the estimated fair value of the net identifiable assets acquired
as goodwill. The final allocation of the excess purchase price over net
identifiable assets, to be determined by an independent appraiser after
closing of the merger, will include, if applicable, recognition of
adjustments of the tangible assets and liabilities to their fair values,
the fair value of identifiable intangible assets, including FCC licenses,
intellectual property and residual goodwill. We have assumed an average
amortization period of 20 years for goodwill for illustrative purposes.

88
<PAGE>

(6) Represents the purchase of Richmond-Norfolk PCS for (i) $408.6 million in
cash, (ii) the assumption of $20.0 million of lease obligations, (iii) the
disposition of our 22% interest in RSA 5 and (iv) the disposition of the
analog assets and operations of RSA 6. Before completion of our recent
transactions, we purchased the 15.9% of the RSA 6 membership interest that
we did not previously own for $10.8 million. The adjustment to the excess
of the estimated purchase price over the estimated fair value of the net
identifiable assets acquired and common equity is as follows (in
thousands):

<TABLE>
<S> <C>
Cash paid to PrimeCo............................................. $ 408,643
Fair value of RSA 6 analog assets and operations................. 75,000
Fair value of 22% of RSA 5....................................... 3,500
---------
Total purchase consideration................................... 487,143
Less:
Historical net equity of Richmond-Norfolk PCS.................... (114,579)
---------
Net adjustment to goodwill..................................... $ 372,564
=========
Fair value of RSA 6 analog assets and operations................. $ 75,000
Fair value of 22% of RSA 5....................................... 3,500
Less: Book value of RSA 6 and RSA 5.............................. (14,810)
---------
Pre-tax gain on disposition of RSA 6 and RSA 5................. 63,690
Cash taxes on gain............................................... (18,871)
Deferred tax liability........................................... (5,835)
Historical net equity of Richmond-Norfolk PCS.................... (114,579)
---------
Net adjustment to common equity................................ $ (75,595)
=========
</TABLE>

We have preliminarily referred to the excess of the estimated purchase
price over the estimated fair value of the net identifiable assets acquired
as goodwill. The final allocation of the excess purchase price over net
identifiable assets, to be determined by an independent appraiser after
closing of the merger, will include, if applicable, recognition of
adjustments of the tangible assets and liabilities to their fair values,
the fair value of identifiable intangible assets, including FCC licenses,
intellectual property and residual goodwill. We have assumed an average
amortization period of 20 years for goodwill for illustrative purposes.

The net adjustment to cash includes the sum of (i) $408.6 million estimate
of cash paid to PrimeCo, (ii) $10.8 million paid to acquire the minority
interest in RSA 6, and (iii) $18.9 million of cash taxes paid on the gains
from disposition of RSA 6 and RSA 5. The remaining adjustments include the
elimination of the historical assets and liabilities of RSA 6 and the
equity interest in RSA 5.

(7) Includes the disposition of the directory assistance operations to
Telegate AG for $35.5 million, consisting of $32.0 million in cash and
common stock of Telegate AG with a fair market value of $3.5 million.
Substantially all of the assets and liabilities of the business, with the
exception of various land and buildings, were sold in the transaction. The
net adjustment to common equity for the gain on the related disposition is
as follows (in thousands):

<TABLE>
<S> <C>
Cash proceeds...................................................... $ 32,000
Fair value of stock consideration.................................. 3,500
--------
Total consideration.............................................. 35,500
Cash taxes on gain................................................. (12,196)
Net book value of assets sold...................................... (7,493)
--------
Net adjustment to common equity.................................. $ 15,811
========
</TABLE>

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<PAGE>

The net adjustment to cash includes the cash proceeds of $32.0 million,
less $12.2 million of cash taxes paid on the gain on disposition of the
directory assistance operations. The remaining adjustments include the
elimination of the historical assets and liabilities of the directory
assistance operations and the receipt of $3.5 million in stock
consideration.

90
<PAGE>

CFW COMMUNICATIONS COMPANY

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
for the Year Ended December 31, 1999
(in thousands, except per share amounts)

<TABLE>
<CAPTION>
Acquisitions
-------------------------------------------
Richmond- West
Norfolk Virginia Virginia Pro Forma
CFW PCS R&B Alliance Alliance Pro Forma As
Historical Historical Historical Historical Historical Adjustments Adjusted
---------- ---------- ---------- ---------- ---------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Operating revenues:
Wireless
communications........ $ 21,692 $ 50,456 $ 1,257 $ 13,377 $ 2,989 $(14,986)(a) $ 74,785
Wireline
communications........ 44,110 -- 14,500 -- -- -- 58,610
Other communications
services.............. 4,028 -- 1,012 -- -- -- 5,040
-------- -------- ------- -------- -------- -------- ----------
69,830 50,456 16,769 13,377 2,989 (14,986) 138,435
-------- -------- ------- -------- -------- -------- ----------
Operating expenses:
Cost of sales.......... 8,142 15,137 -- 5,864 3,065 (5,660)(a) 26,548
Maintenance and
support............... 15,212 10,498 4,917 6,638 4,130 (1,099)(a) 40,296
Depreciation and
amortization.......... 11,323 13,866 2,808 7,770 2,068 25,197 (b) 63,032
Asset impairment
charge................ 3,951 -- -- -- -- -- 3,951
Customer operations.... 11,685 25,705 2,031 8,685 4,094 -- 52,200
Corporate operations... 6,846 7,315 2,356 2,517 1,744 20,778
-------- -------- ------- -------- -------- -------- ----------
57,159 72,521 12,112 31,474 15,101 18,438 206,805
-------- -------- ------- -------- -------- -------- ----------
Operating income
(loss)................. 12,671 (22,065) 4,657 (18,097) (12,112) (33,424) (68,370)
Other income (expenses):
Interest expense, net.. (900) (1,462) (348) (8,042) (1,175) (61,348)(c) (73,275)
Net equity income
(loss) from PCS and
other wireless
investees............. (11,187) -- (9,652) -- -- 21,358 (d) 519
Gain/(loss) on sale of
assets................ 8,318 (806) 252 -- -- -- 7,764
Other income
(expense)............. -- (171) -- -- -- 2,291 (e) 2,120
-------- -------- ------- -------- -------- -------- ----------
(3,769) (2,439) (9,748) (8,042) (1,175) (37,699) (62,872)
-------- -------- ------- -------- -------- -------- ----------
Income (loss) from
continuing operations
before income taxes and
minority interest...... 8,902 (24,504) (5,091) (26,139) (13,287) (71,123) (131,242)
Income taxes (benefit).. 2,622 -- (917) -- -- (40,448)(f) (38,743)
-------- -------- ------- -------- -------- -------- ----------
Income (loss) from
continuing operations
before minority
interests.............. 6,280 (24,504) (4,174) (26,139) (13,287) (30,675) (92,499)
Minority interests...... (389) -- -- -- -- 389 (a) --
-------- -------- ------- -------- -------- -------- ----------
Income (loss) from
continuing operations.. $ 5,891 $(24,504) $(4,174) $(26,139) $(13,287) $(30,286) $ (92,499)
======== ======== ======= ======== ======== ======== ==========
Dividend requirements on
preferred stock........ $ 18,598 (g) $ 18,598
======== ==========
Loss from continuing
operations applicable
to common shares....... $ (111,097)
==========
Net loss from continuing
operations per common
share--basic........... $ (6.64)
==========
Average shares
outstanding--basic..... 16,742
Other Data:
EBITDA(h).............. 27,945 (8,199) 7,465 (10,327) (10,044) (8,227) (1,387)
Depreciation and
amortization.......... 11,323 13,866 2,808 7,770 2,068 25,197 63,032
Interest expense paid
or payable in cash.... 900 1,462 685 8,304 1,176 56,398 68,925
Cash flows provided
(used in):
Operating activities... 31,547 (6,955) 7,680 (22,926) (12,478) (64,876) (68,008)
Investing activities... (42,843) (12,455) (5,804) (23,202) (26,306) -- (110,610)
Financing activities... 11,452 19,832 (568) 46,132 38,781 -- 115,629
Pro forma deficiency of
earnings to fixed
charges................ (131,761)
</TABLE>

91
<PAGE>

CFW COMMUNICATIONS COMPANY

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
for the Six Months Ended June 30, 2000
(in thousands, except per share amounts)

<TABLE>
<CAPTION>
Acquisitions
-------------------------------------------
Richmond- West
Norfolk Virginia Virginia Pro
CFW PCS R&B Alliance Alliance Pro Forma Forma As
Historical Historical Historical Historical Historical Adjustments Adjusted
---------- ---------- ---------- ---------- ---------- ----------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Operating revenues:
Wireless
communications........ $ 11,698 $ 23,454 $ 830 $ 9,628 $ 5,145 $ (7,321)(a) $ 43,434
Wireline
communications........ 28,572 -- 7,826 -- -- -- 36,398
Other communications
services.............. 1,858 3,537 468 799 769 -- 7,431
-------- -------- ------- -------- ------- -------- --------
42,128 26,991 9,124 10,427 5,914 (7,321) 87,263
-------- -------- ------- -------- ------- -------- --------
Operating expenses:
Cost of sales.......... 4,857 7,427 -- 4,465 4,273 (3,088)(a) 17,934
Maintenance and
support............... 11,687 5,144 2,457 4,054 3,015 (1,240)(a) 25,117
Depreciation and
amortization.......... 6,751 6,925 1,663 3,855 1,164 12,032 (b) 32,390
Customer operations.... 7,391 12,559 1,525 4,770 3,505 -- 29,750
Corporate operations... 4,158 3,292 1,790 1,623 1,027 -- 11,890
-------- -------- ------- -------- ------- -------- --------
34,844 35,347 7,435 18,767 12,984 7,704 117,081
-------- -------- ------- -------- ------- -------- --------
Operating income
(loss)................. 7,284 (8,356) 1,689 (8,340) (7,070) (15,025) (29,818)
Other income (expenses):
Interest expense,
net................... (1,010) (688) (66) (5,308) (1,485) (27,991)(c) (36,548)
Net equity income
(loss) from PCS and
other wireless
investees............. (6,557) -- (5,779) -- -- 12,587 (d) 251
Gain/(loss) on sale of
assets................ -- (43) -- -- -- -- (43)
Other income
(expense)............. -- -- -- -- -- 1,146 (e) 1,146
-------- -------- ------- -------- ------- -------- --------
(7,567) (731) (5,845) (5,308) (1,485) (14,258) (35,194)
-------- -------- ------- -------- ------- -------- --------
Loss from continuing
operations before
income taxes and
minority interest...... (283) (9,087) (4,156) (13,648) (8,555) (29,283) (65,012)
Income tax benefit...... (87) -- (1,610) -- -- (16,776)(f) (18,473)
-------- -------- ------- -------- ------- -------- --------
Loss from continuing
operations before
minority interests..... (196) (9,087) (2,546) (13,648) (8,555) (12,507) (46,539)
Minority interests...... (105) -- -- -- -- 105 (a) --
-------- -------- ------- -------- ------- -------- --------
Loss from continuing
operations............. $ (301) $ (9,087) $(2,546) $(13,648) $(8,555) $(12,402) $(46,539)
======== ======== ======= ======== ======= ======== ========
Dividend requirements on
preferred stock........ $ (9,772)(g) $ (9,772)
======== ========
Loss from continuing
operations applicable
to common shares....... $(56,310)
Net loss from continuing
operations per common
share-basic............ $ (3.35)
========
Average shares
outstanding-basic...... 16,784
Other Data:
EBITDA(h).............. 14,035 (1,431) 3,352 (4,485) (5,906) (2,993) 2,572
Depreciation and
amortization.......... 6,751 6,925 1,663 3,855 1,164 12,032 32,390
Interest expense paid
or payable in cash.... 1,010 688 228 5,308 1,824 25,405 34,463
Cash flows provided
(used in):
Operating
activities.......... 11,499 (6,525) 2,926 (8,923) (6,565) (28,524) (35,396)
Investing
activities.......... (24,634) (11,928) (1,763) 10,666 12,622 -- (15,753)
Financing
activities.......... 13,185 18,219 (444) (1,741) 3,987 -- 33,206
Pro forma deficiency
of earnings to fixed
charges............... (65,264)
</TABLE>

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<PAGE>

CFW COMMUNICATIONS COMPANY

NOTES TO PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS

The pro forma adjustments to the Statement of Operations exclude $5.6
million ($3.4 million, net of $2.2 million tax) related to a bridge commitment
fee, $362,000 ($221,000, net of $141,000 tax) write-off of deferred loan costs
associated with existing indebtedness, $63.5 million ($38.8 million, net of
$24.7 million tax) gain on disposition of RSA 5 and the analog assets and
operations of RSA 6, $28.0 million ($15.8 million, net of $12.2 million tax)
gain on disposition of the directory assistance operations, $2.4 million ($1.5
million, net of $.9 million tax) of costs associated with one-time transaction
expenses and $.8 million ($.5 million, net of $.3 million tax) of costs
associated with the debt prepayment premium. Such amounts represent non-
recurring items that we anticipate will be recorded in our Consolidated
Statement of Operations primarily during the third and fourth quarters of
2000.

(a) The pro forma adjustments to revenue, cost of goods sold, operating
expenses and minority interest and income from discontinued operations
represent (i) the elimination of operating results associated with the
disposition of the analog assets and operations of RSA 6 and the
disposition of the directory assistance operations, (ii) the elimination
of various intercompany revenues and expenses between combining companies,
and (iii) incremental rent expense associated with the sale of various
tower assets that occurred in the first quarter of 2000 and the subsequent
leaseback of such tower assets.

(b) The pro forma adjustment to depreciation and amortization expense reflects
(i) the elimination of historical depreciation expense associated with the
sale of various tower assets that occurred in the first quarter of 2000,
the disposition of RSA 6 and (ii) the application of purchase accounting
to R&B, Richmond-Norfolk PCS and the Alliances.

<TABLE>
<CAPTION>
Year Ended Six Months
December 31, Ended June
1999 30, 2000
------------ ----------
(in thousands)
<S> <C> <C>
Historical depreciation elimination:
Tower asset sales.................................. $ (759) $ (928)
RSA 6.............................................. (316) (177)
------- -------
(1,075) (1,105)
------- -------
Purchase accounting(1):
R&B Communications................................. 5,541 2,771
Richmond-Norfolk PCS............................... 18,628 9,314
Transaction expenses............................... 225 113
Alliances.......................................... 1,878 939
------- -------
26,272 13,137
------- -------
Total depreciation and amortization expense
adjustment.......................................... $25,197 $12,032
======= =======
</TABLE>
--------
(1) The merger with R&B, the acquisition of Richmond-Norfolk PCS and the
consolidation of the Alliances will be accounted for as purchases.
Under purchase accounting, the total purchase cost will be allocated to
the assets acquired and liabilities assumed, based on valuations and
other studies, as of the date of acquisition. The actual allocation of
purchase cost and the resulting effect on income from operations may
differ significantly from the estimated pro forma amounts included in
this joint proxy statement/prospectus. For pro forma purposes, the
preliminary goodwill balance is being amortized over 20 years.

(c) The pro forma adjustment to interest expense reflects our new senior
credit facility, senior notes, subordinated notes, retained indebtedness,
amortization of debt discount for issuance of warrants and amortization of
related debt issuance costs less the historical interest expense on debt
repaid.

93
<PAGE>

A .125% increase or decrease in the assumed interest rate applicable to our
new senior credit facility, senior notes and subordinated notes would
change the pro forma interest expense and income before taxes by $657,000
for the year ended December 31, 1999 and $328,000 for the six months ended
June 30, 2000.

(d) Represents the elimination of the equity losses related to the Alliances,
previously recorded by us and R&B. After the transactions are complete, we
will control the Alliances. The Alliances' income statements will
therefore be consolidated with us. See note (5) to unaudited pro forma
balance sheet for further explanation.

(e) Includes (1) rental income earned on the assets excluded from the
disposition of the directory assistance operations, and (2) amortization
of the deferred gain from the sale and leaseback of various tower assets.

(f) Includes the tax effect of the pro forma adjustments and the consolidation
of the Alliances and Richmond-Norfolk PCS at the applicable effective tax
rate.

(g) Represents the 8 1/2% per annum dividend on the series B preferred stock
and the 5 1/2% per annum dividend on the series C preferred stock, which
both accrete semi-annually, plus the dividend accretion of the discount
related to the 500,000 warrants and transaction expenses related to the
sale of our preferred stock. This calculation assumes shareholder
approval. In the absence of shareholder approval, our series D preferred
stock will remain outstanding, which would result in total preferred
dividends of $30.8 million for the year ended December 31, 1999, and $16.8
million for the six months ended June 30, 2000.

(h) EBITDA is defined, for any period, as earnings before income taxes and
minority interest, interest expense, interest income, depreciation and
amortization, gain (loss) on sale of fixed assets, net equity income
(loss) from investees and asset impairment charges. EBITDA is presented
because it is a widely accepted financial indicator of a company's ability
to service and/or incur debt. EBITDA should not be considered as an
alternative to net income as a measure of our operating results or to cash
flow as a measure of liquidity. Because EBITDA is not calculated
identically by all companies, our EBITDA calculation may not be strictly
comparable to other similarly titled measures used by other companies.

Pro forma EBITDA is calculated as follows:

<TABLE>
<CAPTION>
Year Ended Six Months
December 31, Ended June
1999 30, 2000
------------ ----------
(in thousands)
<S> <C> <C>
Pro forma net loss before income taxes and
minority interest................................ $(131,242) $(65,012)
Adjustments:
Other income.................................... (2,120) (1,146)
(Gain) loss on sale of fixed assets............. (7,764) 43
Net equity income from other wireless
investees...................................... (519) (251)
Interest expense, net........................... 73,275 36,548
Asset impairment charge......................... 3,951 --
Depreciation and amortization................... 63,032 32,390
--------- --------
Pro forma EBITDA.................................. $ (1,387) $ 2,572
========= ========
</TABLE>

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<PAGE>

MARKET PRICES AND DIVIDEND INFORMATION

CFW. CFW common stock trades on The Nasdaq National Market under the symbol
"CFWC." The table below lists the high and low quarterly sales prices for the
common stock of CFW as reported in published financial sources for each fiscal
quarter during the last two years.

<TABLE>
<CAPTION>
CFW
------------
High Low
----- ------
<S> <C> <C>
Fiscal Year 2000
Fourth Quarter.............................................. 29.25 18.06
Third Quarter............................................... 47.88 24.13
Second Quarter.............................................. 40.50 34.875
First Quarter............................................... 43.00 31.625

Fiscal Year 1999
Fourth Quarter.............................................. 34.63 21.63
Third Quarter............................................... 24.00 20.13
Second Quarter.............................................. 25.50 20.63
First Quarter............................................... 22.63 20.19

Fiscal Year 1998
Fourth Quarter.............................................. 23.38 19.50
Third Quarter............................................... 24.25 20.00
Second Quarter.............................................. 27.50 22.25
First Quarter............................................... 27.00 20.75
</TABLE>

On May 17, 2000, the last full trading day before the public announcement of
the signing of the merger, the closing sale price per share of CFW common
stock as reported by The Nasdaq National Market was $35.50. On October 24,
2000, the closing sale price per share of CFW common stock as reported by The
Nasdaq National Market was $20.875.

CFW has paid regular quarterly dividends through March 31, 2000. The terms
of CFW's senior credit facility and senior notes restrict the payment of
dividends by CFW to its shareholders. CFW currently intends to retain future
earnings, if any, to fund the development and growth of its businesses and to
service its debt obligations and, therefore, does not anticipate paying any
cash dividends in the foreseeable future. Any future decision concerning the
payment of dividends on common stock of CFW will depend upon the elimination
of restrictions regarding payment of dividends, results of operations,
financial condition and capital expenditure plans of CFW, as well as such
other factors as the CFW board of directors, in its sole discretion, may
consider relevant.

The number of CFW shareholders is approximately 3,018 as of September 25,
2000.

R&B. There is no public market for R&B common stock. R&B has historically
paid dividends on its common stock. The number of R&B shareholders is
approximately 260.

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<PAGE>

DESCRIPTION OF CFW

Overview

We are a leading regional integrated communications provider offering a
broad range of wireless and wireline products and services to business and
residential customers in Virginia and West Virginia. We own our own digital
personal communication services, commonly referred to as PCS, licenses, fiber
optic network, switches and routers, which enable us to offer our customers
end-to-end connectivity in many of the regions we serve. Our facilities-based
approach allows us to control service quality and generate operating
efficiencies.

Our business includes both wireless and wireline communications services:

. Wireless. Our wireless business consists primarily of digital PCS
services, which we offer in Virginia, West Virginia and Kentucky. We
complement our wireless voice services with wireless Internet and data
services. We began offering digital PCS services in late 1997 and have
provided analog cellular service since 1991. Our PCS network utilizes
digital code division multiple access (CDMA) technology, which provides
high bandwidth capacity at comparatively low cost and can be upgraded to
support enhanced capabilities. We believe that the combination of our
code division multiple access technology, our bandwidth capacity and the
local multipoint distribution service (LMDS) and multichannel multipoint
distribution service (MMDS) wireless spectrum that we own positions us
to capitalize on opportunities in the growing wireless data market. As
of March 31, 2000, after giving effect to our recent transactions, which
are described below under "Recent Developments," we owned licenses
covering approximately 11 million pops and provided PCS services to
approximately 150,500 subscribers.

. Wireline. We provide ILEC and CLEC services in Virginia, West Virginia
and Tennessee. As an ILEC, we own and operate a 103-year-old local
telephone company. As of June 30, 2000, our ILEC had approximately
39,100 residential and business access lines installed. As a CLEC, we
serve nine markets in three states and intend to continue our expansion
into contiguous and other nearby markets. Since commencing CLEC
operations in mid-1998, we have grown our number of installed business
access lines to approximately 9,500, as of June 30, 2000. In addition,
we provide wireline Internet access through a local presence in
Virginia, West Virginia, Tennessee and North Carolina. We offer high-
speed data services, such as dedicated service and DSL, and dial- up
services in a growing number of markets within these three states. As of
June 30, 2000, our Internet customer base totaled approximately 56,300
dial-up subscribers and 900 DSL subscribers.

Our wireless and wireline businesses are supported by our fiber optic
network, which currently includes 602 route-miles and which we expect to
include approximately 1,500 route-miles by the end of 2000. This network gives
us the ability to originate, transport and terminate much of our customers'
communications traffic in many of our service markets. We also use our network
to back-haul communications traffic for our retail services and to serve as a
carrier's carrier, providing transport services to third parties for long
distance, Internet and private network services. Our fiber optic network is
connected to and marketed with adjacent fiber optic networks in the mid-
Atlantic region.

We are a Virginia corporation with principal executive offices located at
401 Spring Lane, Suite 300, Waynesboro, Virginia 22980. Our telephone number
is (540) 946-3500, and our web site is http://www.cfw.com. The information on
our web site is not incorporated into this joint proxy statement/prospectus.

Recent Developments

We are significantly expanding the geographic region that we serve and
focusing our growth efforts on our core communications services, primarily
digital PCS services, Internet access, including dedicated, high-speed DSL and
dial-up services, high-speed data transmission and local telephone services.
In connection with our expansion, we are receiving additional equity
investments. We are also divesting non-strategic assets. In addition to the
merger, transactions that we have recently completed include the:

. acquisition of Richmond-Norfolk PCS;

96
<PAGE>

. equity investments from Welsh Carson, Anderson & Stowe VIII and IX,
L.P.s and various of their affiliates and Morgan Stanley Dean Witter;

. sales of our RSA 5 and RSA 6 wireless analog operations and our
directory assistance operations and communications tower sites; and

. arrangement of a new $325 million senior credit facility.

We have also agreed to acquire various PCS licenses currently owned by AT&T
that will add 2.5 million pops in certain markets in Pennsylvania.

Richmond-Norfolk PCS

A key component of our business strategy is to significantly expand our
digital PCS business. As part of that expansion, we have acquired various
wireless operations of PrimeCo PCS, L.P. Under an asset exchange agreement
dated May 17, 2000, we acquired Richmond-Norfolk PCS from PrimeCo. In
exchange, we paid PrimeCo $408.6 million in cash, transferred to PrimeCo the
assets and license comprising the analog cellular operations of the RSA 6
partnership and our partnership interest in RSA 5, and assumed approximately
$20.0 million of indebtedness in the form of leveraged lease obligations.

Richmond-Norfolk PCS was the first digital PCS provider in the Richmond and
Norfolk basic trading areas, introducing its services in November 1996. The
Richmond and Norfolk basic trading areas cover approximately 3.0 million pops.
Richmond-Norfolk PCS adds to our PCS footprint a large service territory in
strategically located, contiguous markets. These markets, both of which are
densely populated and relatively affluent, offer us an attractive opportunity
to significantly expand our PCS operations.

Richmond-Norfolk PCS offers communications products and services that it
markets through a multi-channel distribution network comprised of company-
operated retail outlets, third party agents and dealers, and direct sales
representatives who target business accounts. The Richmond-Norfolk PCS network
utilizes the same technologically-advanced digital code division multiple
access technology that we use in our PCS services.

Additional Equity Investment

Welsh Carson and Morgan Stanley Dean Witter have invested $225.0 million and
$25.0 million, respectively, in us. Under a stock purchase agreement, dated as
of July 11, 2000, Welsh Carson purchased $100.0 million of our series B
preferred stock, and Morgan Stanley Dean Witter purchased $12.5 million of
that same series B preferred stock. In connection with the issuance of the
series B preferred stock, we issued to Welsh Carson and Morgan Stanley Dean
Witter warrants to purchase 444,444.4 and 55,555.6 shares of our common stock,
respectively, at an exercise price of $50.00 per share.

Under a series of stock purchase agreements, dated as of July 26, 2000, and
August 14, 2000, respectively, Welsh Carson purchased $55.0 million of our
series C preferred stock, and $70 million of our series D preferred stock, and
Morgan Stanley Dean Witter purchased $5.3 million of that same series C
preferred stock and $7.2 million of that same series D preferred stock. The
series B and series C preferred stock is convertible into our common stock at
any time, and the series D preferred stock is convertible into series C
preferred stock upon approval of our shareholders.

PCS License Acquisitions

Under an exchange agreement with AT&T Corp. and various affiliates, dated as
of June 26, 2000, AT&T has agreed to transfer to us digital PCS spectrum owned
by AT&T. In exchange, we agreed to transfer to AT&T various wireless
communications services licenses that we own. Under the terms of the
agreement, AT&T agreed to assign to us PCS license spectrum ranging from 10MHz
to 15MHz in various markets in Pennsylvania in exchange for our assignment to
AT&T of our wireless communications services licenses in Richmond, Virginia

97
<PAGE>

and Columbus, Ohio. The proposed acquisition of the AT&T PCS licenses would
add 2.5 million pops to our PCS license footprint in strategically located,
contiguous geographic markets. These pops are not currently built out.

Divestitures

We have divested various of our non-strategic assets and operations,
including our wireless analog and directory assistance operations and our
communications tower sites. In connection with our acquisition of Richmond-
Norfolk PCS, we transferred to PrimeCo the assets and license comprising the
analog cellular operations of RSA 6, a partnership in which we owned a 100%
interest, and our limited partnership interest in RSA 5, a partnership in
which we owned a 22.0% interest.

We have sold our directory assistance operations. Under a stock purchase
agreement dated May 17, 2000, with telegate AG, a public company in Germany,
we sold to telegate AG the capital stock of CFW Information Services Inc.
through which we conducted our directory assistance operations. In exchange,
we received $32.0 million in cash and $3.5 million of stock in telegate AG.

In March 2000, we sold to Crown Castle International Corp., for
approximately $46.4 million, 145 communications tower sites that were owned by
either us, the Virginia Alliance or the West Virginia Alliance. In April 2000,
we sold to Crown Castle an additional six tower sites for approximately $1.1
million.

Financing and Refinancing

To fund the $408.6 million cash portion of the purchase price of Richmond-
Norfolk PCS, we sold $280.0 million of senior notes, $95 million of
subordinated notes and $137.5 million of series C and series D preferred stock
and closed on a $325.0 million senior credit facility. We have also refinanced
substantially all of the Alliances' and our long-term indebtedness with
proceeds from our new senior credit facility and part of the proceeds from the
$112.5 million sale of our series B preferred stock.

Directors and Executive Officers

Our executive officers are elected annually by the board of directors and
serve until their successors are duly elected and qualified. Under the terms
of the series B preferred stock and the securities purchase agreement relating
to the issuance and sale of the series B preferred stock, Welsh Carson has
designated Anthony J. deNicola as its board representative. Morgan Stanley
Dean Witter also has the right to designate a board representative but as of
the date of this joint proxy statement/prospectus has not exercised this
right.

Set forth below are the names, ages and positions of our directors and
executive officers.

<TABLE>
<CAPTION>
Name Age Position
---- --- --------
<S> <C> <C>
James S. Quarforth............ 46 Chairman of the Board and Chief Executive
Officer
Carl A. Rosberg............... 47 President, Chief Operating Officer and
Director
David R. Maccarelli........... 48 Senior Vice President--Operations and
Engineering
Michael B. Moneymaker......... 42 Senior Vice President and Chief Financial
Officer, Treasurer and Secretary
Don Marie Persing............. 48 Senior Vice President
Warren C. Catlett............. 41 Senior Vice President--Corporate
Development
Phyllis H. Arnold............. 52 Director
William W. Gibbs, V........... 59 Director
C. Wilson McNeely, III........ 58 Director
John B. Mitchell, Sr.......... 60 Director
John N. Neff.................. 48 Director
Anthony J. deNicola........... 36 Director
</TABLE>

98
<PAGE>

Our board of directors is comprised of three classes. The members of each
class are elected annually to serve staggered three-year terms as follows:

. Class I directors include Messrs. McNeely and Rosberg, who have been
elected to serve until 2001;

. Class II directors include Messrs. Mitchell and Quarforth, who have been
elected to serve until 2002 and includes Mr. de Nicola, who will stand
for election at the next annual shareholder meeting; and

. Class III directors include Ms. Arnold and Messrs. Neff and Gibbs, who
have been elected to serve until 2003.

James S. Quarforth became Chairman of the Board and Chief Executive Officer
on May 1, 1999. Mr. Quarforth has served as a director of CFW since 1987.
Previously, he was President and Chief Executive Officer since 1990. He has
also served as a director of Virginia Financial Corporation, Illuminet
Holdings, Inc. and, until September 23, 1999, served as a director of American
Telecasting, Inc.

Carl A. Rosberg became President and Chief Operating Officer on May 1, 1999.
Mr. Rosberg has served as a director of CFW since 1992. Previously, he was
Senior Vice President until May 1, 1999. He also served as a director of
American Telecasting, Inc. until September 23, 1999.

David R. Maccarelli became Senior Vice President--Operations and Engineering
in May 2000. From July 1999 to April 2000 he served as President of Virginia
operations. From January 1994 to June 1999 he served as Senior Vice President.
From January 1993 to December 1993, he served as Vice President--Network
Services. From June 1974 to December 1992, before joining CFW, he held
numerous leadership positions with Bell Atlantic. These positions encompassed
operations, engineering, regulatory and business development.

Michael B. Moneymaker became Senior Vice President and Chief Financial
Officer, Treasurer and Secretary in April 2000. From January 1999 to March
2000, he was Vice President and Chief Financial Officer, Treasurer and
Secretary. From October 1995 to December 1998 he served as Vice President of
Finance. Previously, he was a Senior Manager for Ernst and Young from October
1989 until October 1995.

Don Marie Persing became Senior Vice President in July 1999. From May 1998
to June 1999 she served as Vice President--Human Resources. Before joining
CFW, from December 1995 to April 1998, she was employed by PrimeCo Personal
Communications as Vice President of Customer Care. From August 1994 to
November 1995, she served as operations manager for CFW's directory assistance
operation. From June 1974 to January 1994, she held numerous leadership
positions with AT&T and C&P Telephone. These positions encompassed customer
care, directory assistance, human resources, network engineering, software
development and large project management.

Warren C. Catlett became Senior Vice President--Strategy and Business
Development in April 2000. From January 1997 to March 2000, he was Vice
President--Strategy and Business Development. Before that, he had served as
director of Business Development since January 1994. Previously, he served as
Planning and Regulatory Manager from April 1992 until January 1994 and Revenue
Requirements Manager from May 1990 until April 1992. Previously, he was
responsible for a variety of tariff, settlements, and regulatory matters at
the National Exchange Carrier Association.

Phyllis H. Arnold has been a director of CFW since 1999. She is the Senior
Executive Vice President and Chief Operating Officer of One Valley Bancorp,
Inc. She has served on the board of directors of One Valley Bancorp since
1993. Mrs. Arnold has been the President and Chief Operating Officer of One
Valley Bank, N.A. since 1991.

William W. Gibbs, V has been a director of CFW since 1977. He has been
President of Comprehensive Computer Consultants, Inc. since 1994.

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<PAGE>

C. Wilson McNeely, III has been a director of CFW since 1995. He has been
Chairman of the Board of Eagle Corporation, a manufacturer of concrete
products and distributor of fuel oils, since 1997. Before 1997 he was
President of Eagle Corporation.

John B. Mitchell, Sr. has been a director of CFW since 1989. He has been
President and Chairman of the Board of Hammond--Mitchell, Inc., a construction
contractor since 1968.

John N. Neff has been a director of CFW since 1995. He has been President
and Chief Executive Officer of Nielsen Builders, Inc. since 1988.

Anthony J. deNicola was appointed a director of CFW in July 2000. He has
served as a managing member or general partner of the respective sole general
partners of Welsh, Carson, Anderson & Stowe VIII and IX, L.P.s and other
associated investment partnerships since 1994. Previously he worked for
William Blair & Co. for four years in the merchant banking area. He is a
director of Centennial Communications, BTI Telecom Corp., Valor
Telecommunications, LLC, Alliance Data Systems, Inc. and several private
companies.

We expect that, following completion of the merger, J. Allen Layman, who is
currently Chief Executive Officer of R&B, will become President and Chairman
of our Board of Directors. We also expect that John B. Williamson, III will
become one of our directors. Mr. Williamson is currently on the board of R&B
and is President and Chief Executive Officer of RGC Resources, Inc.

Principal Shareholders

The following table presents information, as of September 25, 2000,
regarding the beneficial ownership of our common stock by:

. each person known to us to be a beneficial owner of five percent or more
of our common stock;

. each director;

. each executive officer named under "Directors and Executive Officers" on
page 98; and

. all directors and executive officers as a group.

Under Securities Exchange Commission rules, beneficial ownership of our
common stock includes any shares as to which a person, directly or indirectly,
has or shares voting power or investment power and also any shares as to which
a person has the right to acquire such voting or investment power within 60
days through the exercise of an option, warrant, right of conversion of a
security or otherwise. Unless otherwise indicated in the footnotes to this
table, each of the beneficial owners named in the table has sole voting and
investment power with respect to their shares of our common stock. Unless
otherwise noted, the address for each of our directors and executive officers
is c/o CFW Communications Company, 401 Spring Lane, Suite 300, Waynesboro,
Virginia 22980. As of September 25, 2000, we had 13,129,653 shares of common
stock outstanding. For purposes of calculating the percentage of total voting
power below, we have included in the number of outstanding shares of common
stock 4,146,228(/1/) shares of common stock that may be acquired upon the
conversion of our series B and series C preferred stock, which votes with our
common stock on an as-converted basis.

--------
(1) This amount does not give effect to shareholder approval of the proposal
to modify various terms of the series B, series C and series D preferred
stock.

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<TABLE>
<CAPTION>
Number of Shares Percentage of
Beneficially Total
Name and Address of Beneficial Owner Owned(1) Voting Power
------------------------------------ ---------------- -------------
<S> <C> <C>
Welsh, Carson, Anderson & Stowe(2)(3)....... 4,463,049 14.9%
James S. Quarforth(4)....................... 143,086 *
Carl A. Rosberg(5).......................... 85,698 *
David R. Maccarelli(6)...................... 41,016 *
Michael B. Moneymaker(7).................... 26,827 *
Don Marie Persing(8)........................ 7,532 *
Phyllis H. Arnold(9)........................ 2,302 *
Warren C. Catlett(10)....................... 16,273 *
William W. Gibbs, V(11)..................... 161,581 *
C. Wilson McNeely, III(12).................. 19,008 *
John B. Mitchell, Sr.(13)................... 6,511 *
John N Neff(14)............................. 5,055 *
Anthony J. deNicola(15)..................... 6,764 *
All directors and executive officers as a
group (12 persons)......................... 521,653 3.0%
</TABLE>
--------
* Less than one percent.
(1) Includes shares held by spouses, children, trusts, and companies in which
the director or officer owns a controlling interest.
(2) Gives effect to the agreement of Welsh Carson not to vote more than 14.9%
of the votes entitled to be cast by all holders of voting securities.
Absent this agreement, and assuming shareholder approval of the proposal
to modify various terms of the outstanding series of preferred stock,
Welsh Carson would have the power to vote 24.5% of the votes entitled to
be cast. Of these shares, Welsh, Carson, Anderson & Stowe VIII, L.P. and
Welsh, Carson, Anderson & Stowe IX, L.P. each own 2,001,466 shares
beneficially and of record. 300,000 of the shares are owned beneficially
and of record by WCAS Capital Partners III, L.P. and 160,118 of the
shares are owned beneficially and of record by individuals who are
members of the limited liability company that serves as the sole general
partners of Welsh, Carson, Anderson & Stowe VIII and IX, L.P.s, including
Mr. de Nicola and individuals employed by its investment advisor. Each of
Welsh, Carson, Anderson & Stowe VIII, L.P. and Welsh, Carson, Anderson &
Stowe IX, L.P. disclaim beneficial ownership of all shares except to the
extent owned of record by them. The address for Welsh, Carson, Anderson &
Stowe VIII, L.P. and Welsh, Carson, Anderson & Stowe IX, L.P. is 320 Park
Avenue, Suite 2500, New York, New York 10022.
(3) Assumes shareholder approval of the proposal to modify various terms of
each outstanding series of preferred stock and includes approximately
2,439,024 shares issuable upon conversion of 100,000 shares of series B
preferred stock, approximately 1,279,581 shares issuable upon conversion
of 55,022 shares of series C preferred stock, approximately 444,444
shares issuable upon the exercise of warrants to purchase common stock at
an initial exercise price of $50.00 per share, and 300,000 shares
issuable upon the exercise of warrants to purchase common stock at an
initial exercise price of $.01 per share. Welsh Carson has also purchased
69,978 shares of our series D preferred stock. Upon shareholder approval,
the series D preferred stock will convert into 69,978 shares of series C
preferred stock, which are convertible into approximately 1,555,067
shares of common stock.
(4) Includes 89,700 shares which Mr. Quarforth has the right to acquire
through the exercise of stock options.
(5) Includes 55,450 shares which Mr. Rosberg has the right to acquire through
the exercise of stock options.
(6) Includes 37,516 shares which Mr. Maccarelli has the right to acquire
through the exercise of stock options.
(7) Includes 17,400 shares which Mr. Moneymaker has the right to acquire
through the exercise of stock options.
(8) Includes 4,500 shares which Ms. Persing has the right to acquire through
the exercise of stock options.
(9) Includes 1,302 shares which Ms. Arnold has the right to acquire through
the exercise of stock options.
(10) Includes 14,535 shares which Mr. Catlett has the right to acquire through
the exercise of stock options.
(11) Includes 1,022 shares which Mr. Gibbs has the right to acquire through
the exercise of stock options.
(12) Includes 1,322 shares which Mr. McNeely has the right to acquire through
the exercise of stock options.

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(13) Includes 1,592 shares which Mr. Mitchell has the right to acquire through
the exercise of stock options.
(14) Includes 4,055 shares which Mr. Neff has the right to acquire through the
exercise of stock options.
(15) Excludes 4,456,285 shares owned beneficially and of record by Welsh,
Carson, Anderson & Stowe VIII, L.P., Welsh, Carson, Anderson & Stowe IX,
L.P., WCAS Capital Partners III, L.P. and other individuals who are
affiliated with Welsh Carson. Mr. de Nicola disclaims beneficial
ownership of such shares. See footnote (2) above. Includes 778 shares
issuable upon the exercise of warrants to purchase common stock at an
initial exercise price of $50.00 per share.

Morgan Stanley Dean Witter as a holder of series B and series C preferred
stock has the right to designate a nominee to our board of directors, although
it has not exercised this right as of the date of this joint proxy
statement/prospectus. Morgan Stanley Dean Witter Equity Funding, Inc. owns
483,179 shares of series B and series C preferred stock, representing 2.75% of
the total voting power. Based on information filed with the SEC, as of June
30, 2000, entities affiliated with Morgan Stanley Dean Witter also own 244,463
shares (or 1.39%) of our common stock. In addition, Morgan Stanley Dean Witter
may have the right, by grant of a proxy from Welsh Carson, to vote up to 5.0%
of the votes entitled to be cast by Welsh Carson on matters presented at this
meeting. Welsh Carson has the right to vote up to 19.9% of the votes entitled
to be cast, but has agreed not to cast votes in excess of 14.9%. See "CFW Non-
Merger Proposals--Approval of Modifications to Various Terms of CFW's
Outstanding Preferred Stock" on page 65.

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CERTAIN TRANSACTIONS

Equity Investment

Welsh Carson has purchased 100,000 shares of series B preferred stock for
$100.0 million, and Morgan Stanley Dean Witter has purchased 12,500 shares of
the series B preferred stock for $12.5 million. The series B preferred stock
is entitled to receive dividends at an annual rate of 8.5% of the stated value
and is convertible into shares of our common stock at any time at the option
of the holders at a conversion rate equal to the stated value divided by
$41.00. In connection with the issuance of the series B preferred stock, we
issued to Welsh Carson and Morgan Stanley Dean Witter warrants to purchase
500,000 shares of our common stock at an exercise price of $50.00 per share.

Welsh Carson has also purchased 55,022 shares of series C preferred stock
for $55.0 million and 69,978 shares of series D preferred stock for $70.0
million. Morgan Stanley Dean Witter has purchased 5,278 shares of that same
series C preferred stock for $5.3 million and 7,222 shares of that same series
D preferred stock for $7.2 million. The series C preferred stock is entitled
to receive dividends at an annual rate of 8.5% of the stated value and is
convertible into shares of common stock at any time at the option of the
holders at a conversion rate equal to the stated value divided by $43.00. The
series D preferred stock is entitled to receive dividends at an annual rate of
18.0% of the stated value and is automatically converted into shares of series
C preferred stock upon our shareholders' approval of such conversion. Upon
such approval, the dividend rate on the series C preferred stock will decrease
to 5.5%, and the conversion price will increase to $45.00.

The holders of the series B preferred stock are entitled to elect in the
aggregate two of our directors. Welsh Carson has agreed with CFW that it will
elect one director and Morgan Stanley will elect one director until such time
as Federal Communications Commission regulations would permit Welsh Carson to
control the election of more than 14.9% of the directors. As long as the
series B preferred stock is outstanding, CFW will have no more than 11
directors on the board, unless Welsh Carson otherwise agrees. The holders of
the series B and series C preferred stock are entitled to vote with the
holders of our common stock on an as-converted basis. Until our shareholders
approve full voting rights, Welsh Carson will exercise voting rights only with
respect to shares representing less than 20% of the votes entitled to be cast
by all holders of voting securities at the time of any such vote, and will
vote any remaining shares in the same proportion as our other shareholders.
The series D preferred stock is non-voting. Notwithstanding shareholder
approval of full voting rights, Welsh Carson has agreed with CFW not to vote
more than 14.9% of the votes entitled to be cast by all holders of voting
securities, until such time as Federal Communications Commission regulations
would permit full voting rights. Welsh Carson may grant to Morgan Stanley Dean
Witter, the other holder of the series B and series C preferred stock, a proxy
to cast Welsh Carson's votes in excess of 14.9%. Shares for which a proxy has
not been granted will be voted in the same proportion as our other
shareholders.

In connection with these equity investments, we have paid to Welsh Carson
all reasonable out-of-pocket expenses of Welsh Carson.

Subordinated Notes

WCAS Capital Partners III, L.P., an affiliate of Welsh Carson, has purchased
at par $95.0 million aggregate principal amount of 13.5% subordinated notes.
WCAS Capital will not be permitted to transfer any of the subordinated notes
to a third party for a period of one year from the closing date of the
issuance of such subordinated notes without the prior consent of Morgan
Stanley & Co. Incorporated.

Affiliated Transactions

In 1999, CFW awarded a construction project for a new $3.7 million corporate
facility to Nielsen Builders, Inc. through a competitive bidding process.
Construction of the new facility commenced in 2000. In 1998, CFW paid $2.7
million to Nielsen Builders for the construction of our customer care center
and various additional construction activities, which were completed in 1998.
The construction project for the customer care center had been awarded to
Nielsen Builders in 1997 through a competitive bidding process. Mr. John Neff,
currently a member of our board of directors, serves as President and Chief
Executive Officer of Nielsen Builders, Inc.

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DESCRIPTION OF R&B

Overview

Historically, R&B has derived much of its revenues from its ILEC. R&B
introduced Internet services in late 1996 and CLEC services in the second
quarter of 1998. As a result of its increasing focus on and growth in CLEC
services and Internet services, an increasing portion of its operating
revenues and EBITDA will be generated by businesses other than its mature
local telephone operations. These newer businesses have generated lower
operating margins due to start-up costs associated with expansion into new
markets and introduction of new service offerings throughout the region it
serves. As it expands its markets and introduces new products, R&B expects to
continue to have lower operating margins for these businesses.

R&B's wireless PCS service offerings consist of significant investments in
the Virginia Alliance and the West Virginia Alliance. The Virginia Alliance
and the West Virginia Alliance commenced operation in September 1997 and
September 1998, respectively. R&B has recognized significant equity losses
from these investments.

On June 16, 2000, R&B's board of directors approved an agreement and plan of
merger with CFW Communications.

Management's Discussion and Analysis of Financial Condition and Results of
Operations

The following discussion and analysis should be read together with "Selected
Historical Consolidated Financial and Operating Data of R&B Communications,
Inc." on page 9 and other financial statements and the notes thereto included
elsewhere in this joint proxy statement/prospectus. Much of the discussion in
this section involves forward-looking statements. Actual results may differ
significantly from the results suggested by these forward-looking statements.

Revenues

R&B's revenues are generated from:

. wireless communications, including paging and wireless cable television
revenues;

. wireline communications, including ILEC, fiber optic network usage or
carrier's carrier services, Internet, CLEC, long distance, voicemail and
wireline cable television revenues; and

. other communications services revenues, including revenues from the
sale, installation and lease of communications equipment.

Operating Expenses

R&B's operating expenses are generally incurred from the following
categories:

. maintenance and support expenses, including costs related to specific
property and equipment, as well as indirect costs such as engineering
and general administration of property and equipment;

. depreciation and amortization;

. customer operations expenses, including marketing, product management,
product advertising, sales, publication of a regional telephone
directory, customer services; and

. corporate operations expenses, including taxes other than income,
executive, accounting, legal, purchasing, information management, human
resources and other general and administrative expenses.

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Other Income (Expenses)

R&B's other income (expenses) are generated (incurred) from interest income
and expense, dividend income, equity income or loss from the Virginia Alliance
and the West Virginia Alliance, or the Alliances, and other equity investments
and gain on sale of investments and assets.

Income Taxes

R&B's income tax liability and effective tax rate increase and decrease
based upon changes in a number of factors, including pre-tax income or loss,
losses sustained by the Alliances, net operating losses and related carrybacks
and carryforwards, gain or loss on the sale of assets and investments, non-
deductible expenses related to life insurance policies, tax and employment
credits, and charitable contributions and other tax deductible amounts.

Results of Operations

Three and Six Months Ended June 30, 2000 Compared to Three and Six Months
Ended June 30, 1999

Overview

Net loss decreased $.5 million, or 25%, from $1.8 to $1.3 million, and
increased $.3 million, or 15%, from $2.2 million to $2.5 million for the
respective three and six month periods ended June 30, 2000, as compared to
1999. EBITDA decreased $.6 million, or 30%, from $2.1 to $1.5 million, and $.8
million, or 19%, from $4.2 million to $3.4 million for the respective three
and six month periods ended June 30, 2000, as compared to 1999. Operating
income decreased $.8 million, or 56%, from $1.4 million to $.6 million, and
$1.1 million, or 40%, from $2.8 million to $1.7 million for the respective
three and six month periods ended June 30, 2000 and 1999. R&B's share of the
net loss from the Alliances increased $.1 million, or 7%, from $2.6 million,
$1.6 million after-tax, to $2.7 million, $1.7 million after-tax, and increased
$1.2 million, or 26%, from $4.8 million, $3.0 million after-tax, to $6.0
million, $3.7 million after-tax, for the three and six month periods ended
June 30, 2000, as compared to 1999.

These results reflect customer growth from wireless, CLEC and Internet
services and R&B's share of the Alliances' losses. The decreases in operating
income and EBITDA results were due to higher levels of depreciation and
amortization generated by capital investments in growth businesses and the
underlying supporting infrastructure.

Operating Revenues

Total operating revenues increased $.2 million, or 4%, from $4.4 million to
$4.6 million for the three months ended June 30, 1999 and 2000, respectively.
Total operating revenues increased $.8 million, or 9%, from $8.3 million in
the six months ended June 30, 1999 to $9.1 million for the six months ended
June 30, 2000. The increase was due primarily to a $.3 million and $.8 million
increase in network and CLEC-based revenues during the respective three and
six month periods. CLEC customers totaled 4,952 as of June 30, 2000, which
represented an increase of 2,395 customers from June 30, 1999. Internet
customers grew to 2,300 as of June 30, 2000, an increase of 900 customers from
June 30, 1999.

Wireline Communications Revenues. Wireline communications revenues
increased $.1 million, or 3%, and $.6 million, or 9%, for the three and six
month periods ended June 30, 2000, as compared to June 30, 1999. Wireline
communications revenues were $3.8 million and $7.8 million for the three and
six months ended June 30, 2000, and were $3.7 million and $7.2 million for the
three and six months ended June 30, 1999. Network revenues and revenues from
fiber optic network usage, CLEC and long distance accounted for most of this
increase. CLEC revenues increased $.6 million, or 74% from $.8 million for the
six months ended June 30, 1999 to $1.4 million for the six months ended June
30, 2000, reflecting the growth in access lines noted above.

Wireless Communications Revenues. Wireless communications revenues remained
relatively stable, increasing $.1 million, or 20%, and $.1 million, or 12%,
for the respective three and six month periods ended

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June 30, 2000, as compared to June 30, 1999. Wireless communications revenues
were $.5 million and $.8 million for the three and six months ended June 30,
2000, as compared to $.4 million and $.7 million for the three and six month
periods ended June 30, 1999.

Other Communications Revenues. Other communications services revenues
remained unchanged at $.3 million for the three months ended June 30, 1999 and
2000. Other communications revenues increased $.1 million, or 17%, from $.4
million for the six months ended June 30, 1999 to $.5 million for the six
months ended June 30, 2000. This increase was principally the result of
ancillary sales and services related to the growing wireline and wireless
services.

Operating Expenses

Total operating expenses increased $.9 million, or 33%, from $3.0 million to
$3.9 million for the three months ended June 30, 1999 and 2000, respectively.
Total operating expenses increased $1.9 million, or 34%, from $5.5 million for
the six months ended June 30, 1999 to $7.4 million for the six months ended
June 30, 2000. This increase was primarily in the wireline businesses. Within
this business, CLEC and network operations comprised $.3 and $.7 million of
the total respective increase. The CLEC and network operating expense
increased as a result of the expenses associated with managing the increased
fiber network and from strong growth of the CLEC markets.

Maintenance and Support Expense. Maintenance and support expense increased
$.2 million, or 24%, from $1.0 million for the three months ended June 30,
1999 to $1.2 million for the three months ended June 30, 2000, and increased
$.7 million, or 45%, from $1.7 million for the six months ended June 30, 1999
to $2.4 million for the six months ended June 30, 2000. This increase was due
primarily to CLEC rollout and engineering and operations support growth.

Depreciation and Amortization. Depreciation and amortization expense
increased $.1 million, or 23%, from $.7 million to $.8 million for the three
months ended June 30, 1999 and 2000, respectively, and $.4 million, or 22%,
from $1.3 million for the six months ended June 30, 1999 to $1.7 million for
the six months ended June 30, 2000. This increase was due to an increase of
approximately 15% in the plant-in-service asset base from $38.0 million as of
June 30, 1999 to $43.7 million as of June 30, 2000. Depreciation and
amortization as a percent of the related assets increased from 3.4% for the
six months ended June 30, 1999 to 3.7% for the six months ended June 30, 2000.
This increase was due to shift in the composition of the asset base from
traditional telephone plant to more network plant and equipment.

Customer Operations Expense. Customer operations expense increased $.1
million, or 16%, from $.7 million to $.8 million for the three months ended
June 30, 1999 and 2000, respectively, and $.2 million, or 20%, from $1.3
million for the six months ended June 30, 1999 to $1.5 million for the six
months ended June 30, 2000. This increase related primarily to marketing and
sales activities and customer care growth, which was consistent with the
related revenue growth.

Corporate Operations Expense. Corporate operations expense increased $.5
million, or 75%, from $.6 million for the three months ended June 30, 1999 to
$1.1 million for the three months ended June 30, 2000. Corporate operations
expense increased $.6 million, or 48%, from $1.2 million for the six months
ended June 30, 1999 to $1.8 million for the six months ended June 30, 2000.
This increase was a result of growth in the corporate infrastructure
commensurate with the significant growth in operations and merger related
expenses, including corporate bonuses, legal and financial valuation expenses.

Other Income (Expenses)

Other income (expenses) was driven primarily by the effect of losses from
the Alliances. R&B's share of losses from the Virginia Alliance decreased $.3
million, or 16%, from $1.5 million for the three months ended June 30, 1999 to
$1.2 million for the three months ended June 30, 2000, and $.1 million, or 3%,
from $2.9

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million for the six months ended June 30, 1999 to $2.8 million for the six
months ended June 30, 2000. Its share of losses from the West Virginia
Alliance, which commenced operations in the latter part of the third quarter
of 1998, and expanded significantly in the second quarter of 1999, increased
$.4 million, or 37%, for the three months ended June 30, 2000, as compared to
1999, and $1.3 million, or 70%, for the six months ended June 30, 2000, as
compared to 1999. R&B's share of losses from the West Virginia Alliance were
$1.5 million and $3.2 million for the three and six month periods ended June
30, 2000, and were $1.1 million and $1.9 million for the three and six month
periods ended June 30, 1999.

Income Taxes

Income tax changed $1.1 million from an expense of $.3 million for the three
months ended June 30, 1999 to a benefit of $.8 million for the three months
ended June 30, 2000. Income tax changed $1.6 million from an expense of less
than $.1 million for the six months ended June 30, 1999 to a benefit of $1.6
million for the six months ended June 30, 2000. The primary factors causing
this change were an increase in the pre-tax loss of $.6 million for the three
months ended June 30, 2000 and $1.9 million for the six months ended June 30,
2000, as compared to 1999, as well as an additional tax expense from tax
adjustments in the second quarter of 1999.

1999 Compared to 1998

Overview

Net loss increased $3.4 million, from $.8 million in 1998 to $4.2 million in
1999. EBITDA increased $.8 million, or 12%, from $6.7 million in 1998 to $7.5
million in 1999. Operating income increased $.3 million, or 7%, from $4.3
million in 1998 to $4.6 million in 1999. Net loss for 1999 was $4.2 million,
including the equity losses from the Alliances of $10.0 million, $6.2 million
after tax.

Operating Revenues

Total operating revenues increased $2.9 million, or 21%, from $13.9 million
in 1998 to $16.8 million in 1999.

Wireless Communications Revenues. Wireless communications revenues remained
relatively stable from 1998 to 1999. Revenues for paging decreased $.1
million, from $.7 million in 1998 to $.6 million in 1999. This decrease
resulted primarily from a decline in paging customers due to increased
competition and decreased marketing emphasis. Wireless cable revenues
increased $.1 million, or 20%, from $.5 million in 1998 to $.6 million in 1999
as a result of increased marketing.

Wireline Communications Revenues. Wireline communications revenues increased
$2.8 million, or 24% from $11.7 million in 1998 to $14.5 million in 1999.
Telephone revenues, including local service, access and toll service, and
calling feature revenues increased $.8 million, or 11%, from $7.6 million in
1998 to $8.4 million in 1999. This increase was primarily due to growth in
access lines of 1,700, or 16%, from 10,500 as of December 31, 1998 to 12,200
in 1999. Revenues from fiber optic network usage and CLEC increased $1.7
million, or 45% from $3.8 million as of December 31, 1998 to $5.5 million in
1999 due to increased network usage and strong CLEC access line growth. CLEC
services were introduced in the Roanoke market in the second quarter of 1998.
The number of CLEC business access lines increased from 1,300 as of December
31, 1998 to 3,800 as of December 31, 1999.

Internet service revenues increased from $.3 million in 1998 to $.6 million
in 1999 due primarily to an increase in subscribers from 1,200 in 1998 to
2,100 in 1999.

Other Communications Revenues. Other communications revenues increased $.1
million, or 6%, from $.9 million in 1998 to $1.0 million in 1999. This
increase was related to the increase in customers for both wireline and
wireless services.

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Operating Expenses

Total operating expenses increased $2.6 million, or 27%, from $9.5 million
in 1998 to $12.1 million in 1999. The increase was primarily attributable to
additional business volume in ILEC, CLEC, and competitive access services.
Costs associated with providing these services accounted for $9.9 million of
operating expense, an increase of $2.3 million, or 30%, over 1998. Of this
increase, $1.7 million was from CLEC and other competitive access services.

Maintenance and Support Expense. Maintenance and support expense increased
$1.5 million, or 45%, from $3.4 million in 1998 to $4.9 million in 1999.
Approximately $1.1 million of this increase related to geographic expansion
and other growth in network and CLEC services.

Depreciation and Amortization. Depreciation and amortization expense
increased $.5 million, or 20%, from $2.3 million in 1998 to $2.8 million in
1999. Of this increase, $.3 million was related to growth in CLEC operations
and ILEC digital switching upgrades.

Customer Operations Expense. Customer operations expense increased $.1
million, or 5%, from $1.9 million in 1998 to $2.0 million in 1999. This
increase was due primarily to start up of CLEC operations.

Corporate Operations Expense. Corporate operations expense increased $.5
million, or 27%, from $1.9 million in 1998 to $2.4 million in 1999. This
increase was due to increases in personnel to support growth in ILEC and CLEC
operations.

Other Income (Expenses)

Other income (expenses), which was a net expense in 1998 and 1999, increased
$3.8 million, from an expense of $5.9 million in 1998 to an expense of $9.7
million in 1999, as a result of a full year of operations by the West Virginia
Alliance.

R&B's share of losses of the Alliances totaled $10.0 million in 1999, a $3.9
million increase from 1998 losses of $6.1 million. The West Virginia Alliance
commenced operations in late 1998 and the loss from that investee increased
from $1.1 million in 1998 to $4.6 million in 1999. Losses from the Alliances
are expected to continue to be significant until the customer base is
sufficient to cover the normal operating cost for these services.

Income Taxes

The income tax benefit of net losses increased $.1 million, or 21%, from $.8
million in 1998 to $.9 million in 1999. The primary factor causing this change
was an increase in the pre-tax loss of $3.5 million.

1998 Compared to 1997

Overview

Total operating revenues increased $2.3 million, or 19%, from $11.6 million
in 1997 to $13.9 million in 1998. EBITDA increased $.4 million, or 6%, from
$6.3 million in 1997 to $6.7 million in 1998. Operating income increased $.1
million, or 2%, from $4.2 million in 1997 to $4.3 million in 1998. Net loss
for 1998 was $.8 million, including the equity losses from the Alliances of
$6.1 million, $3.8 million after tax.

Operating Revenues

Wireless Communications Revenues. Wireless communications revenues increased
$.3 million, or 33%, from $.9 million in 1997 to $1.2 million in 1998. The
increase resulted from an increase in wireless cable program offerings during
1997.

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Wireline Communications Revenues. Wireline communications revenues increased
$2.0 million, or 21%, from $9.7 million in 1997 to $11.7 million in 1998. ILEC
revenues increased $.6 million, or 9%, from $7.0 million in 1997 to $7.6
million in 1998. These increases were primarily due to a 4% growth in access
lines and a 47% growth in revenues from custom calling features. Revenues from
fiber optic network usage and CLEC increased $1.2 million, or 46%, from $2.6
million in 1997 to $3.8 million in 1998 due to increased network usage and the
roll-out of CLEC in the Roanoke market. Internet revenues, which were
insignificant in 1997, its first full year of operations, grew to $.3 million
in 1998.

Other Operating Revenues. Other communications revenues were relatively
stable from 1997 to 1998.

Operating Expenses

Total operating expenses increased $2.1 million, or 28%, from $7.4 million
in 1997 to $9.5 million in 1998. The 1998 increases were primarily
attributable to ILEC and CLEC and other competitive access services. Of this
increase, $1.1 million was from CLEC and other competitive access services.

Maintenance and Support Expense. Maintenance and support expense increased
$1.1 million, or 48%, from $2.3 million in 1997 to $3.4 million in 1998. Of
this increase, $.3 million related to network and CLEC operations. These
increases were plant-related expense increases due to geographic expansion.

Depreciation and Amortization. Depreciation and amortization expense
increased $.2 million, or 10%, from $2.1 million in 1997 to $2.3 million in
1998. Expanded growth in CLEC operations and ILEC digital switching upgrades
were the primary reasons for the increase.

Customer Operations Expense. Customer operations expense increased $.6
million, or 46%, from $1.3 million in 1997 to $1.9 million in 1998, primarily
due to start up of CLEC operations.

Corporate Operations Expense. Corporate operations expense increased $.2
million, or 12%, from $1.7 million in 1997 to $1.9 million in 1998,
representing growth in corporate infrastructure associated with growth in
operations.

Other Income (Expenses)

Other income (expenses) was $4.7 million in income in 1997 and $5.9 million
in expense in 1998. Income in 1997 included a $5.1 million gain on the sale of
Roanoke MSA Ltd. partnership investment. R&B's share of losses from the
Alliances increased $5.3 million, from $.8 million in 1997 to $6.1 million in
1998.

Other expenses, principally interest, decreased $.1 million in 1998 from
1997 due to continued debt reduction.

Income Taxes

Income taxes decreased $3.8 million, or 127%, from a $3.0 million expense in
1997 to a $.8 million benefit in 1998. The primary factor causing this change
was a decrease in pre-tax income of $10.5 million resulting from R&B's share
of the Alliances' losses.

109
<PAGE>

MANAGEMENT OF R&B

Directors and Executive Officers

Set forth below are the names, ages and positions of R&B's directors and
executive officers.

<TABLE>
<CAPTION>
Name Age Position
---- --- --------
<S> <C> <C>
J. Allen Layman............... 48 President and Chief Executive Officer and
Director
Ira D. Layman................. 84 Chairman of the Board of Directors
Michael J. Layman............. 51 Senior Vice President and Director
Charles A. Richardson......... 49 Senior Vice President
Chris C. Foster............... 38 Vice President and Secretary/Treasurer
Tom L. Orr.................... 53 Vice President
George W. Holt, Jr............ 72 Director
Rowland E. Wampler............ 67 Director
Dewey J. Bailey............... 71 Director
John F. Kilby................. 50 Director
John B. Williamson, III....... 45 Director
</TABLE>

J. Allen Layman has served as President and Chief Executive Officer of R&B
since January 1991 and as a director of R&B since 1980. He has also served as
a director of RGC Resources, Inc., The Bank of Fincastle, and mPhase
Technologies, Inc. He is the son of Ira D. Layman and cousin of Michael J.
Layman.

Ira D. Layman has served as Chairman of the Board of Directors of R&B since
January 1991. He is the father of J. Allen Layman and uncle of Michael J.
Layman.

Michael J. Layman has served as Senior Vice President of R&B since October
1998 and as a director of R&B since 1991. Previously, he was Vice President--
Operations since January 1997 and Vice President--Commercial & DP since
January 1994. He is the cousin of J. Allen Layman and nephew of Ira. D.
Layman.

Charles A. Richardson has served as Senior Vice President of R&B since
October 1998. Previously, he was Vice President--Network Services since
January 1990.

Chris C. Foster has served as Secretary/Treasurer of R&B since April 1995
and as a Vice President since January 1997.

Tom L. Orr has served as a Vice President of R&B since October 1998.
Previously, he was Vice President--Customer Services since January 1996 and
Vice President--Plant Operation since January 1990.

George W. Holt, Jr., has served as a director of R&B since 1968. He has been
retired for the last five years. He has also served as a director of The Bank
of Fincastle.

Rowland E. Wampler has served as a director of R&B since 1983. He has been a
real estate agent for the last five years at his own agency.

Dewey J. Bailey has served as a director of R&B since 1983. He practiced
medicine until his recent retirement.

John F. Kilby has served as a director of R&B since 1995. He has been the
President and a director of The Bank of Fincastle for the last five years.

John B. Williamson, III, has served as a director of R&B since 1998. His
principal occupation is the President and Chief Executive Officer and a
director of RGC Resources, Inc., a provider of natural gas and propane sales
and service in Virginia and West Virginia. Before his appointment as President
and CEO in 1998, he served as Vice President--Rates & Finance from 1993-1998.

110
<PAGE>

Principal Shareholders

The following table presents information, as of September 25, 2000,
regarding the beneficial ownership of R&B's common stock by:

. each person known to R&B to be a beneficial owner of five percent or
more of R&B's common stock;

. each director;

. each executive officer named under "Directors and Executive Officers"
above; and

. all directors and executive officers as a group.

Under Securities Exchange Commission rules, beneficial ownership of R&B's
common stock includes any shares as to which a person, directly or indirectly,
has or shares voting power or investment power and also any shares as to which
a person has the right to acquire such voting or investment power within 60
days through the exercise of an option, warrant, right of conversion of a
security or otherwise. Unless otherwise indicated in the footnotes to this
table, each of the beneficial owners named in the table has sole voting and
investment power with respect to their shares of R&B's common stock. Unless
otherwise noted, the address for each of R&B's directors and executive
officers is c/o R&B Communications, Inc., 1900 Roanoke Road, Daleville,
Virginia, 24083. As of September 25, 2000, R&B had 61,669 shares of common
stock outstanding.

<TABLE>
<CAPTION>
Number of Shares Percentage of
Beneficially Total
Name and Address of Beneficial Owner Owned(1) Voting Power
------------------------------------ ---------------- -------------
<S> <C> <C>
J. Allen Layman(2)............................ 12,124 19.7%
Michael J. Layman(3).......................... 6,338 10.3%
Ira D. Layman(4).............................. 20 *
George E. Holt................................ 466 *
Rowland E. Wampler............................ 152 *
John F. Kilby................................. 156 *
Robert E. Layman, Jr. ........................ 4,505 7.3%
John B. Williamson, III....................... 20 *
J. Allen Layman Family, LLC................... 4,000 6.5%
James D. Layman (5)........................... 6,864 11.1%
377 Glebe Road
Daleville, VA 24083
Jerry W. Henderson (6)........................ 6,125 9.9%
82 Henderson Lane
Troutville, VA 24175
Sandra Layman Bolton (7)...................... 6,170 10.0%
1035 Roanoke Road
Daleville, VA 24083
All directors and officers as a group......... 19,276 31.3%
</TABLE>
--------
* Less than one percent.
(1) Includes shares held by spouses, children, trusts, and companies in which
the director or officer owns a controlling interest.
(2) Includes an aggregate of 4,000 shares held by the J. Allen Layman Family,
LLC. Also includes 230 shares held by the J. Allen Layman Family Limited
Partnership, for which Mr. J. Allen Layman shares voting and investment
power. Also includes 1,566 shares held by The Layman Family, LLC, for
which Mr. J. Allen Layman shares voting and investment power. Includes an
aggregate of 1,944 shares held by Mr. Layman's spouse and children.
(3) Includes an aggregate of 1,928 shares held jointly with or by Mr. Michael
J. Layman's spouse.
(4) Includes 10 shares held by Mr. Ira D. Layman's spouse.

111
<PAGE>

(5) Includes 1,566 shares held by The Layman Family, LLC, for which Mr. James
D. Layman shares voting and investment power.
(6) Includes 1,799 shares held by Ashby H. Henderson Family Trust. Also
includes 45 shares held by Mr. Henderson's spouse.
(7) Includes 2,500 shares held by Applewood Holdings, LLC, for which Ms.
Sandra Layman Bolton shares voting and investment power. Also includes
1,566 shares held by the Layman Family, LLC, for which Ms. Bolton shares
voting and investment power. Also includes 57 shares held by Ms. Bolton's
spouse.

Executive Compensation

Summary Compensation Table

The following table sets forth information regarding the compensation earned
by the named executive officers of R&B for each of the its fiscal years ended
December 31, 1999, 1998 and 1997.

<TABLE>
<CAPTION>
Annual Compensation
-------------------------------------
Name and Principal Other Annual All Other
Position Year Salary($) Bonus($)(1) Compensation($) Compensation ($)
------------------ ---- --------- ----------- --------------- ----------------
<S> <C> <C> <C> <C> <C>
J. Allen Layman......... 1999 300,000 250,000 1,344 3,985
President & Chief 1998 250,000 375,000 1,421 3,640
Executive Officer 1997 225,000 200,000 1,594 3,309

Michael J. Layman....... 1999 100,000 25,000 6,600
Senior Vice President 1998 85,000 55,000 745
1997 75,000 25,000 967

Ira D. Layman........... 1999 90,000 100,000 1,317
Chairman of the Board 1998 90,000 75,000 1,442
of Directors 1997 80,000 75,000 2,393
</TABLE>
--------
(1) Annual bonuses are typically paid in January of the year following the
fiscal year when earned. For the purpose of this table, bonuses are
included in the year when earned.

Compensation after the Merger

Only J. Allen Layman, who will be Chairman of the Board and President of CFW
after the merger, will be an executive officer of CFW. For a description of
his prospective compensation after the merger, see "Interests of Management
and Directors of R&B in the Merger" on page 45.

Life insurance policies

R&B has a split dollar agreement on a $3,000,000 life insurance policy
insuring J. Allen Layman as R&B's Chief Executive Officer and President. R&B
pays an annual premium of $47,562 for this policy and will be reimbursed for
these cumulative payments in the event of Mr. Layman's death.

Retirement Plans

R&B sponsors a contributory defined contribution plan under Internal Revenue
Code Section 401(k) for all full-time employees with at least one year of
service. R&B contributes 50% of each participant's annual contribution for
contributions up to 4% of each participant's annual compensation, and
contributes 100% of each participant's annual contribution for the next 2%.
The employee elects the type of investment fund from the equity and bond
alternatives offered by the plan.

R&B also sponsors a qualified profit-sharing plan to provide retirement
benefits for employees. The plan provides for a choice of lump sum
distribution or periodic payments upon normal retirement at age 65, permanent
disability or death. The plan provides for voluntary contributions and covers
substantially all full-time employees. The employer's contribution to the plan
is determined annually by R&B's Board of Directors.

112
<PAGE>

Deferred Compensation Agreement

R&B adopted an officer and director salary continuation plan agreement for
J. Allen Layman and Michael J. Layman, dated June 30, 1993, as modified by an
addendum, dated November 7, 1994. The amount of the deferred compensation is
based on 50% of average salary in the last five years of employment in the
event of retirement or death and 25% in the event of disability. The
compensation is payable monthly over a 10-year period. The agreement also has
a provision which triggers deferred compensation payments in the event of the
acquisition of R&B. This provison is being eliminated and other terms of the
agreement will be amended contemporaneously with completion of the merger.

Compensation Committee Interlocks and Insider Participation in Compensation
Decisions

J. Allen Layman serves on the Compensation Committee of the Board of
Directors of The Bank of Fincastle and on the Compensation Committee of the
Board of Directors of RGC Resources, Inc. John B. Williamson, III, who serves
as President and Chief Executive Officer of RGC Resources, Inc., serves on the
Board of Directors of R&B. John F. Kilby, who serves as the President of The
Bank of Fincastle, serves on the Executive Committee of the Board of Directors
of R&B, which determines the compensation of J. Allen Layman.

Directors' Compensation

Under R&B's bylaws, as authorized by R&B's board, R&B directors may be
reimbursed for any expenses they incur to attend R&B board meetings and may be
paid a fixed sum for their attendance at R&B board meetings, R&B directors may
also be paid. The current sum paid to each director is $500 per meeting.
Members of special or standing committees may be authorized by the board to
receive compensation for attending meetings.

Certain Relationships & Related Transactions

Before the completion of the merger and in accordance with arrangements made
before the signing of the merger agreement, R&B will enter into a lease with
The Layman Family, L.L.C. Under this lease, R&B will lease certain land
adjoining R&B's offices and a shell building to be constructed by The Layman
Family, L.L.C. The term of the lease will be 20 years, plus optional renewal
terms, and the surviving corporation will pay rent at the rate of $15 per
square foot, which amount will be increased annually by the Consumer Price
Index, not to exceed 5% per year. R&B uses the bank services of the The Bank
of Fincastle, of which John F. Kilby, a director of R&B, serves as President.
R&B gets natural gas by a wholly-owned subsidiary of RGC Resources, Inc., of
which John B. Williamson, III, a Director of R&B, serves as President.

113
<PAGE>

LEGAL MATTERS

The legality of CFW's common stock to be issued in connection with the
merger will be passed upon by Hunton & Williams. Hunton & Williams, counsel
for CFW, will deliver opinions to CFW and R&B concerning various federal
income tax consequences of the merger. See "Material Federal Income Tax
Consequences" on page 46.

EXPERTS

R&B

Phibbs, Burkholder, Geisert & Huffman, independent auditors, have audited
R&B's consolidated financial statements at December 31, 1998, and for each of
the two years in the period then ended, as set forth in their report.
McGladrey & Pullen, LLP, independent auditors, have audited R&B's consolidated
financial statements at December 31, 1999, and for the year then ended, as set
forth in their report. R&B has included its financial statements in this joint
proxy statement/prospectus and elsewhere in the registration statement in
reliance on Phibbs, Burkholder, Geisert & Huffman's and McGladrey & Pullen,
LLP's respective reports, given on their authority as experts in accounting
and auditing.

CFW

The consolidated financial statements of CFW as of December 31, 1999 and
1998 and for each of the three years in the period ended December 31, 1999
incorporated by reference in this joint proxy statement/prospectus have been
audited by McGladrey & Pullen, LLP, independent accountants, given on the
authority of said firm as experts in auditing and accounting.

The financial statements of the Virginia Alliance and the West Virginia
Alliance as of December 31, 1999 and 1998 and for each of the three years in
the period ended December 31, 1999 incorporated by reference in this joint
proxy statement/prospectus have been audited by McGladrey & Pullen, LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.

The financial statements of PrimeCo Personal Communications, L.P.-Richmond
Major Trading Area as of December 31, 1999 and 1998 and for each of the three
years in the period ended December 31, 1999 incorporated by reference in this
joint proxy statement/prospectus have been so incorporated in reliance on the
report of PricewaterhouseCoopers LLP, independent accountants given on the
authority of said firm as experts in auditing and accounting.

114
<PAGE>

WHERE YOU CAN FIND MORE INFORMATION

CFW

CFW files annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission. CFW has filed with
the Securities and Exchange Commission a Registration Statement on Form S-4
(333-43244) under the Securities Act, with respect to the CFW common stock to
be issued in the merger. This joint proxy statement/prospectus is part of that
registration statement and constitutes a prospectus of CFW.

This joint proxy statement/prospectus does not contain all of the
information discussed in the registration statement or the exhibits to the
registration statement, parts of which have been omitted in accordance with
the rules and regulations of the Securities and Exchange Commission. For
further information, you should refer to the registration statement, copies of
which may be obtained from the Securities and Exchange Commission as set forth
below.

The Securities and Exchange Commission allows us to "incorporate by
reference" the information we file with it, which means that we can disclose
important information to you by referring you to those documents. The
information incorporated by reference is an important part of this joint proxy
statement/prospectus and information that we file later with the Securities
and Exchange Commission will automatically update and supersede this
information.

CFW incorporates by reference the documents listed below. Some of these
filings have been amended by later filings, which also are listed. CFW may be
required by the Securities and Exchange Commission to file other documents
under Section 13(a), 13(c), 24 or 15(d) of the Securities Exchange Act of 1934
between the time this joint proxy statement/prospectus is mailed and the date
the special meetings are held. These other documents will be deemed
incorporated by reference in this joint proxy statement/prospectus and to be a
part of it from the date they are filed with the Securities and Exchange
Commission. Any statements contained in this joint proxy statement/prospectus
concerning the provisions of any document filed with the Securities and
Exchange Commission are not necessarily complete, and, in each instance, you
should refer to the document in its entirety for complete information.

You should rely only on the information incorporated by reference or
provided in this joint proxy statement/prospectus, dated October 25, 2000. You
should not assume that the information in this joint proxy
statement/prospectus is accurate as of any date other than that date.

CFW also incorporates by reference additional documents that may be filed
with the Securities and Exchange Commission between the date of this joint
proxy statement/prospectus and the completion of the merger or the termination
of the merger agreement. These include Annual Reports on Form 10-K, Quarterly
Reports on Form 10-Q, and Current Reports on Form 8-K.

<TABLE>
<CAPTION>
CFW Securities and Exchange
Commission Filings
(File No. 0-16751) Period/As of Date
--------------------------- -----------------
<S> <C>
Definitive Proxy Statement... March 20, 2000
Annual Report on Form 10-K... Fiscal year ended December 31, 1999
Quarterly Report on Form 10-
Q........................... Quarter ended March 31, 2000
Quarterly Report on Form 10-
Q........................... Quarter ended June 30, 2000
Registration Statement on
Form 8-A12B................. February 29, 2000
Registration Statement on
Form 8-A/A.................. August 10, 2000
Current Report on Form 8-K... February 29, 2000
Current Report on Form 8-K... May 25, 2000
Current Report on Form 8-K... July 10, 2000 (as amended on August 4, 2000)
Current Report on Form 8-K... July 24, 2000
Current Report on Form 8-K... August 4, 2000
Current Report on Form 8-
K/A......................... August 4, 2000
Current Report on Form 8-
K/A......................... August 14, 2000
Current Report on Form 8-K... October 10, 2000
</TABLE>

115
<PAGE>

Securities and Exchange Commission filings are available to the public over
the internet at the Securities and Exchange Commission's web site at
http://www.sec.gov. You may also read and copy any documents that are filed at
the Securities and Exchange Commission's public reference room at 450 Fifth
Street, N.W., Washington, D.C.; 7 World Trade Center, Suite 1300, New York,
New York; and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois. Please call the Securities and Exchange Commission at 1-800-SEC-0330
for further information on the public reference rooms. You may also obtain
filed documents from commercial document retrieval services (some of which
also provide on-line delivery). You may also inspect such reports, proxy
statements and other information concerning CFW at the offices of The Nasdaq
National Market, 9801 Washingtonian Boulevard, Gaithersburg, Maryland, 20878.

Documents incorporated by reference are available from the companies without
charge by first class mail or equally prompt means within one business day of
receipt of your request, excluding exhibits unless the exhibit has been
specifically incorporated by reference into the information that this joint
proxy statement/prospectus incorporates. If you want to receive a copy of any
document incorporated by reference, please request in writing or by telephone
from the appropriate company at the following addresses:

CFW Communications Company
401 Spring Lane, Suite 300
P.O. Box 1990
Waynesboro, Virginia 22980
Attn: Michael B. Moneymaker
(540) 946-3500

If you would like to request documents from CFW, please do so by November
27, 2000 to receive them before the special meeting.

You should rely only on the information contained in this joint proxy
statement/prospectus in connection with deciding your vote upon the approval
of the merger proposals as well the proposal to approve modifications to
various terms of each series of CFW's outstanding preferred stock and the
proposal to change CFW's name to NTELOS Inc. CFW has not authorized anyone to
provide you with information different from what is contained in this joint
proxy statement/prospectus. This joint proxy statement/prospectus is dated
October 25, 2000. You should not assume that the information contained in this
joint proxy statement/prospectus is accurate as of any date other than such
date, and neither the mailing of this joint proxy statement/prospectus to
shareholders nor the issuance of CFW common stock in the merger shall create
any implication to the contrary.

R&B

R&B is not a public company and is not subject to the reporting requirements
of the Securities Exchange Act. Shareholders of R&B may, however, request
additional information about R&B by contacting R&B at the following address
and telephone number:

R&B Communications, Inc.
1900 Roanoke Road
Daleville, Virginia 24083
Attn: J. Allen Layman
Telephone: (540) 966-2200

If you would like to request documents from CFW, please do so by November
29, 2000 to receive them before the special meeting.

You should rely only on the information contained or incorporated by
reference in this joint proxy statement/prospectus in connection with deciding
your vote upon the approval of the merger. R&B has not authorized anyone to
provide you with information different from what is contained in this joint
proxy statement/prospectus. This joint proxy statement/prospectus is dated
October 25, 2000. You should not assume that the information contained in this
joint proxy statement/prospectus is accurate as of any date other than such
date, and neither the mailing of this joint proxy statement/prospectus to
shareholders nor the issuance of CFW common stock in the merger shall create
any implication to the contrary.

116
<PAGE>

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS OF
R&B COMMUNICATIONS, INC.

<TABLE>
<S> <C>
Audited Consolidated Financial Statements

Independent Report of McGladrey & Pullen, LLP........................... F-2

Independent Report of Phibbs, Burkholder, Geisert & Huffman............. F-3

Balance Sheets at December 31, 1999 and 1998............................ F-4

Statements of Operations for the years ended December 31, 1999, 1998 and
1997................................................................... F-5

Statements of Cash Flows for the years ended December 31, 1999, 1998 and
1999................................................................... F-6

Statements of Shareholders' Equity for the years ended December 31,
1999, 1998 and 1997.................................................... F-7

Notes to Financial Statements........................................... F-8

Unaudited Interim Condensed Consolidated Financial Statements

Balance Sheets at June 30, 2000 and December 31, 1999................... F-16

Statements of Operations for the six months ended June 30, 2000 and
1999................................................................... F-17

Statements of Cash Flows for the six months ended June 30, 2000 and
1999................................................................... F-18

Statements of Shareholders' Equity for the three months ended June 30,
2000 and 1999.......................................................... F-19

Notes to Financial Statements........................................... F-20
</TABLE>

F-1
<PAGE>

INDEPENDENT AUDITOR'S REPORT

To the Board of Directors
R&B Communications, Inc.
Daleville, Virginia

We have audited the accompanying consolidated balance sheet of R&B
Communications, Inc. and subsidiaries as of December 31, 1999, and the related
consolidated statements of operations, shareholders' equity and cash flows for
the year then ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.

In our opinion, the 1999 consolidated financial statements referred to above
present fairly, in all material respects, the financial position of R&B
Communications, Inc. and subsidiaries as of December 31, 1999, and the results
of their operations and their cash flows for the year then ended in conformity
with generally accepted accounting principles.

/s/ McGladrey & Pullen, LLP

Richmond, Virginia
April 26, 2000, except for Note 9,
as to which the date is June 16, 2000

F-2
<PAGE>

INDEPENDENT AUDITOR'S REPORT

To the Board of Directors
R&B Communications, Inc.
Daleville, Virginia

We have audited the accompanying consolidated balance sheet of R&B
Communications, Inc., and subsidiaries as of December 31, 1998, and the
related consolidated statements of operations, stockholders' equity, and cash
flows for the years ended December 31, 1998 and 1997. These consolidated
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the consolidated financial
statements are free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the
consolidated financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall consolidated financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of R&B
Communications, Inc., and its subsidiaries, as of December 31, 1998, and the
results of their operations and their cash flows for the years ended December
31, 1998 and 1997 in conformity with generally accepted accounting principles.

/s/ Phibbs Burkholder Geisert & Huffman

Harrisonburg, Virginia
February 19, 1999

F-3
<PAGE>

R&B COMMUNICATIONS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
December 31,
-----------------------
1999 1998
----------- -----------
<S> <C> <C>
ASSETS
Current Assets
Cash and cash equivalents............................ $ 8,218,177 $ 6,909,613
Accounts receivable.................................. 3,834,561 2,576,244
Materials and supplies............................... 354,878 323,518
Prepaid expenses and other........................... 230,094 9,712
Income taxes receivable.............................. 2,680,774 2,598,952
----------- -----------
15,318,484 12,418,039
----------- -----------
Securities and Investments............................. 18,811,889 8,441,698
----------- -----------
Property and Equipment
Land and building.................................... 4,497,672 4,397,674
Network plant and equipment.......................... 21,231,445 19,600,655
Furniture, fixtures, and other equipment............. 14,954,217 11,541,085
Radio spectrum licenses.............................. 926,376 926,376
----------- -----------
Total in service.................................... 41,609,710 36,465,790
Less accumulated depreciation and amortization......... 16,594,851 13,999,963
----------- -----------
25,014,859 22,465,827
----------- -----------
Other Assets
Cash surrender value of life insurance............... 3,749,035 3,965,660
Radio spectrum licenses.............................. 958,546 742,786
Other deferred charges............................... 59,548 91,220
----------- -----------
4,767,129 4,799,666
----------- -----------
$63,912,361 $48,125,230
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Current maturities of long-term debt................. $ 385,627 $ 365,626
Recognized losses in excess of investment in PCS
ventures............................................ 3,100,000 163,066
Accounts payable..................................... 1,493,424 1,065,070
Customers' deposits.................................. 26,483 28,602
Advance billings..................................... 702,649 633,254
Accrued payroll...................................... 118,023 90,880
Accrued interest..................................... 15,610 18,518
Other accrued liabilities............................ 707,328 674,808
Dividends payable.................................... 221,022 199,501
----------- -----------
6,770,166 3,239,325
----------- -----------
Long-Term Debt, net of current maturities.............. 7,520,082 7,907,901
----------- -----------
Long-Term Liabilities
Deferred income taxes................................ 10,100,000 4,105,674
Recognized losses in excess of investment in PCS
ventures............................................ 2,078,690 --
Deferred compensation................................ 1,772,000 1,472,000
Unamortized investment tax credits................... 109,463 142,428
----------- -----------
14,060,153 5,720,102
----------- -----------
Commitments and Contingencies
Shareholders' Equity
Common stock, $10 par value per share, authorized
100,000 shares; issued 61,669 shares (61,671 in
1998)............................................... 616,690 616,710
Retained earnings.................................... 24,845,542 29,241,142
Unrealized gain on securities available for sale,
net................................................. 10,099,728 1,400,050
----------- -----------
35,561,960 31,257,902
----------- -----------
$63,912,361 $48,125,230
=========== ===========
</TABLE>

See Notes to Consolidated Financial Statements.

F-4
<PAGE>

R&B COMMUNICATIONS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS
Years Ended December 31, 1999, 1998 and 1997

<TABLE>
<CAPTION>
1999 1998 1997
----------- ----------- ----------
<S> <C> <C> <C>
Operating Revenues
Wireline communications............... $14,499,701 $11,703,381 $9,734,331
Wireless communications............... 1,257,571 1,218,802 968,404
Other communications services......... 1,012,076 954,092 921,592
----------- ----------- ----------
16,769,348 13,876,275 11,624,327
----------- ----------- ----------
Operating Expenses
Maintenance and support............... 4,917,215 3,398,213 2,311,849
Depreciation and amortization......... 2,808,093 2,340,046 2,104,554
Customer operations................... 2,030,715 1,927,899 1,290,468
Corporate operations.................. 2,356,231 1,862,416 1,699,749
----------- ----------- ----------
12,112,254 9,528,574 7,406,620
----------- ----------- ----------
Operating Income........................ 4,657,094 4,347,701 4,217,707
Other Income (Expenses)
Interest and dividend income.......... 336,526 260,868 311,410
Other expenses, principally interest.. (685,171) (410,153) (557,105)
Equity loss from PCS investees
VA PCS Alliance...................... (5,427,347) (5,077,821) (821,936)
WV PCS Alliance...................... (4,564,475) (1,063,948) --
Equity income from other investees.... 339,727 315,247 634,164
Gain on sale of assets and
investments.......................... 252,483 30,677 5,079,593
----------- ----------- ----------
(5,091,163) (1,597,429) 8,863,833
Income Taxes (Benefit).................. (917,265) (758,938) 3,051,905
----------- ----------- ----------
Net Income (Loss)....................... $(4,173,898) $ (838,491) $5,811,928
=========== =========== ==========
Net income (loss) per common share--
basic and diluted...................... $ (67.68) $ (13.48) $ 92.53
Average shares outstanding--basic and
diluted................................ 61,670 62,211 62,813
Cash dividends per share................ $ 3.60 $ 3.25 $ 3.00
</TABLE>

See Notes to Consolidated Financial Statements.

F-5
<PAGE>

R&B COMMUNICATIONS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
Years Ended December 31, 1999, 1998 and 1997

<TABLE>
<CAPTION>
1999 1998 1997
----------- ---------- ----------
<S> <C> <C> <C>
Cash Flows From Operating Activities
Net income (loss)....................... $(4,173,898) $ (838,491) $5,811,928
Adjustments to reconcile net income
(loss) to net
cash provided by operating activities:
Depreciation.......................... 2,747,121 2,279,074 2,043,582
Amortization.......................... 60,972 60,972 60,972
Deferred taxes........................ 628,000 1,589,232 184,770
Retirement benefits other than
pensions............................. 300,000 267,000 178,000
Other................................. (241,819) (136,765) 64,043
Equity loss from wireless investees... 9,652,095 5,826,522 187,772
Gain on sale of investments........... (252,483) (30,677) (5,079,593)
Changes in assets and liabilities from
operations:
(Increase) decrease in accounts
receivable........................... (1,258,317) (870,920) 283,632
(Increase) in materials and supplies.. (31,360) (6,370) (51,783)
Increase (decrease) in other current
assets............................... (220,382) 163,249 (452,398)
(Increase) decrease in income taxes
receivable........................... (81,822) (2,348,152) 328,500
Increase (decrease) in accounts
payable.............................. 428,354 109,650 (1,622,447)
Increase in other accrued
liabilities.......................... 124,031 -- --
----------- ---------- ----------
Net cash provided by operating
activities........................... 7,680,492 6,064,324 1,936,978
----------- ---------- ----------
Cash Flows From Investing Activities
Purchases of property and equipment..... (5,325,453) (3,776,869) (3,707,173)
Purchase of investment securities....... (281,818) (347,152) (85,982)
Purchases of licenses................... (215,760) -- --
Contributions to equity investments..... (1,837,881) (978,764) (89,500)
Net (premium) proceeds on life insurance
policies............................... 458,444 (144,593) (63,687)
Proceeds from the sale of investment in
partnership............................ -- -- 2,355,956
Proceeds from the sale of equipment..... -- 4,103 22,013
Proceeds from sale of investment
securities............................. 989,925 313,464 11,430
Distributions from equity investments... 408,634 383,642 343,529
----------- ---------- ----------
Net cash used in investing
activities........................... (5,803,909) (4,546,169) (1,213,414)
----------- ---------- ----------
Cash Flows From Financing Activities
Cash dividends.......................... (199,501) (187,080) (172,243)
Proceeds of short-term debt............. -- -- 748,000
Proceeds of long-term debt.............. -- -- 850,500
Redemption of common stock.............. (700) (345,450) (54,380)
Payments of long-term debt.............. (367,818) (1,097,195) (1,075,344)
----------- ---------- ----------
Net cash provided by (used in)
financing activities................. (568,019) (1,629,725) 296,533
----------- ---------- ----------
Increase (decrease) in cash and cash
equivalents.......................... 1,308,564 (111,570) 1,020,097
Cash and Cash Equivalents:
Beginning............................... 6,909,613 7,021,183 6,001,086
----------- ---------- ----------
Ending.................................. $ 8,218,177 $6,909,613 $7,021,183
=========== ========== ==========
</TABLE>

See Notes to Consolidated Financial Statements

F-6
<PAGE>

R&B COMMUNICATIONS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
Accumulated
Common Stock Other Total
---------------- Retained Comprehensive Shareholders'
Shares Amount Earnings Income Equity
------ -------- ----------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Balance, January 1,
1997................... 62,901 $629,010 $25,041,884 $ 519,285 $26,190,179
Comprehensive income:
Net Income............ 5,811,928
Unrealized losses on
securities available
for sale, net of
$61,726 deferred tax
effect............... (100,866)
Reclassification of
realized losses on
securities available
for sale, net of
$5,735 deferred tax
effect...............
Comprehensive income.. 9,389 5,720,451
Redemption of 243 shares
of common stock........ (243) (2,430) (51,950) (54,380)
Dividends............... (187,148) (187,148)
------ -------- ----------- ----------- -----------
Balance, December 31,
1997................... 62,658 626,580 30,614,714 427,808 31,669,102
Comprehensive income:
Net Loss.............. (838,491)
Unrealized gains on
securities available
for sale, net of
$606,524 of deferred
tax effect........... 991,274
Reclassification of
realized gains on
securities available
for sale, net of
$11,645 deferred tax
effect............... (19,032)
Comprehensive income.. 133,751
Redemption of 987 shares
of common stock........ (987) (9,870) (335,580) (345,450)
Dividends............... (199,501) (199,501)
------ -------- ----------- ----------- -----------
Balance, December 31,
1998................... 61,671 616,710 29,241,142 1,400,050 31,257,902
Comprehensive income:
Net Loss.............. (4,173,898)
Unrealized gains on
securities available
for sale, net of
$5,425,408 of
deferred tax effect.. 8,860,114
Reclassification of
realized gains on
securities available
for sale, net of
$92,047 deferred tax
effect............... (160,436)
Comprehensive income.. 4,525,780
Redemption of 2 shares
of common stock...... (2) (20) (680) (700)
Dividends............... (221,022) (221,022)
------ -------- ----------- ----------- -----------
Balance, December 31,
1999................... 61,669 $616,690 $24,845,542 $10,099,728 $35,561,960
====== ======== =========== =========== ===========
</TABLE>

See Notes to Consolidated Financial Statements.

F-7
<PAGE>

R&B COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Significant Accounting Policies

R&B Communications, Inc. and its subsidiaries provide a broad range of
products and services to businesses, telecommunication carriers and
residential customers in the Roanoke Valley area of Virginia. R&B's services
include personal communications services ("PCS"), local telephone, long
distance, paging, voice-mail, wireless cable television, directory assistance,
competitive access, and local Internet access. Significant accounting policies
follow:

Accounting estimates: The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date
of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from
those estimates.

Principles of consolidation: The consolidated financial statements include
the accounts of R&B and its wholly-owned subsidiaries. All significant
intercompany accounts and transactions have been eliminated.

Revenue recognition: R&B's revenue recognition policy is to recognize
revenues when services are rendered or when products are delivered,
installed and functional, as applicable. Certain services of R&B require
payment in advance of service performance. In such cases, R&B records a
service liability at the time of billing and subsequently recognizes
revenue over the service period.

Cash and cash equivalents: For purposes of reporting cash flows, R&B
considers all highly liquid debt instruments with a purchased maturity of
three months or less to be cash equivalents. R&B places its temporary cash
investments with high credit quality financial institutions. At times, such
investments may be in excess of the FDIC insurance limit.

Securities and investments: R&B has investments in debt and equity
securities and partnerships. Management determines the appropriate
classification of securities at the date of purchase and continually
thereafter. The classification of those securities and the related
accounting policies are as follows:

Available-for-sale securities: Securities classified as available for sale
are traded primarily on a national exchange and consist of securities that
R&B intends to hold for an indefinite period of time but not necessarily to
maturity. Decisions to sell a security classified as available for sale are
based on various factors including changes in market conditions, liquidity
needs and other similar factors. Securities available for sale are stated
at fair value and unrealized holding gains and losses, net of the related
deferred tax effect, are reported as a separate component of shareholders'
equity. Realized gains and losses, determined on the basis of the cost of
specific securities sold, are included in earnings.

Equity method investments: Equity method investments consist of partnership
investments. Under this method, R&B's share in earnings or losses of these
companies is included in earnings. Where R&B has guaranteed obligations of
a partnership, or committed to make capital investments in excess of
carrying value, negative capital balances are reported as liabilities.

Investments carried at cost: Cost method investments are those in which R&B
does not have significant ownership and for which there is no ready market.
Patronage equity received in connection with the acquisition of long-term
debt is included in this category.

Property and equipment: Property and equipment is stated at cost.
Accumulated depreciation is charged with the cost of property retired, plus
removal cost, less salvage. Depreciation is determined under the remaining
life method and straight-line composite rates. Buildings are depreciated
over lives from 35 to 50 years. Network plant and equipment are depreciated
over various lives from 5 to 50 years. Furniture, fixtures and other
equipment are depreciated over various lives from 5 to 25 years. Channel
acquisition costs

F-8
<PAGE>

R&B COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Note 1. Significant Accounting Policies (continued)

are amortized over a life of 30 years. Depreciation provisions were
approximately 7.2%, 6.8% and 6.5% of average depreciable assets for the
years 1999, 1998 and 1997, respectively.

Materials and supplies: R&B's materials and supplies inventory consists
both of items held for resale such as PCS and wireline phones, pagers, and
accessories, and materials for the maintenance and expansion of plant
operations. R&B values its inventory at the lower of average cost or
market. The market value is determined by reviewing current replacement
cost, marketability, and obsolescence.

Retirement plans: R&B sponsors a contributory defined contribution plan
under Internal Revenue Code Section 401(k) for all full-time employees with
at least one year of service. R&B contributes 50% of each participant's
annual contribution for contributions up to 4% of each participant's annual
compensation, and contributes 100% of each participant's annual
contribution for the next 2%. The employee elects the type of investment
fund from the equity and bond alternatives offered by the plan.

R&B also sponsors a qualified profit-sharing plan to provide retirement
benefits for employees. The plan provides for a choice of a lump sum
distribution or periodic payments upon normal retirement at age 65,
permanent disability or death. The plan provides for voluntary
contributions and covers substantially all full-time employees. The
employer's contribution to the plan is determined annually by R&B board of
directors.

Income taxes: Deferred income taxes are provided on a liability method
whereby deferred tax assets are recognized for deductible temporary
differences and deferred tax liabilities are recognized for taxable
temporary differences. Temporary differences are the differences between
the reported amounts of assets and liabilities and their tax bases.
Deferred tax assets and liabilities are adjusted for the effects of changes
in tax laws and rates on the date of enactment.

Net income (loss) per common share: Basic net income per share was computed
by dividing net income by the weighted average number of common shares
outstanding during the year. R&B has no potential common stock outstanding,
such as stock options, warrants or convertible debt; therefore, basic and
diluted net income per share are the same.

Fair value of financial instruments: The fair values of financial
instruments recorded on the balance sheet, except securities and
investments, are not significantly different from the carrying amounts,
based on cash flows relative to similar instruments. Information as to
securities and investments is included elsewhere in Notes 1, 3 and 4. The
fair value of off-balance sheet guarantees, as described in Note 3, is not
determinable due to the nature of the transaction.

Note 2. Disclosures About Segments of an Enterprise and Related Information

R&B has five primary business segments which have separable management focus
and infrastructures and that offer different products and services. These
segments are as follows:

Telephone: R&B has a 99-year-old local telephone business subject to the
regulations of the State Corporation Commission of Virginia. This business
is an incumbent local exchange carrier (ILEC) in Botetourt County,
Virginia. Principle products offered by this business are local service,
which includes advanced calling features, long distance toll and directory
advertising.

Network: In addition to the ILEC services, R&B directly or indirectly owns
a fiber optic network and provides transport services for long distance,
Internet and private network services. Additionally, the network business
began offering Competitive Local Exchange (CLEC) service in 1998, currently
providing services to customers in the Roanoke Valley of Virginia.

F-9
<PAGE>

R&B COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Note 2. Disclosures About Segments of an Enterprise and Related Information
(continued)

Internet: R&B provides local Internet access services through a local
presence in the Roanoke Valley and surrounding areas of western Virginia.

Wireless: R&B's wireless business provides paging and voicemail and is
marketed in the retail and business-to-business channels primarily within
R&B's Internet service territory.

Wireless Cable: The cable business offers wireless video cable service and
offers wireless cable high-speed Internet service to residential and
commercial subscribers in the Roanoke Valley.

Summarized financial information concerning R&B's reportable segments is shown
in the following table. The "Other" column includes certain unallocated
corporate related items, as well as results from R&B's maintenance contract,
directory advertising and retail businesses, which are not considered separate
reportable segments.

<TABLE>
<CAPTION>
Network Wireless Corporate
Telephone and CLEC Internet Wireless Cable and other Total
--------- -------- -------- -------- -------- --------- -------
(in thousands)
<S> <C> <C> <C> <C> <C> <C> <C>
1999
Revenues.............. $ 8,945 $ 5,511 $593 $ 811 $ 714 $ 195 $16,769
EBITDA................ 4,536 2,581 77 335 (32) (32) 7,465
Depreciation &
Amortization......... 1,581 561 77 85 453 51 2,808
Total Segment Assets.. 36,893 10,071 406 573 2,706 13,263 63,912
1998
Revenues.............. $ 8,102 $ 3,776 $311 $ 873 $ 607 $ 207 $13,876
EBITDA................ 4,026 2,294 (49) 524 (129) 21 6,687
Depreciation &
Amortization......... 1,365 403 57 59 422 34 2,340
Total Segment Assets.. 26,403 7,520 370 1,554 3,983 8,295 48,125
1997
Revenues.............. $ 7,398 $ 2,626 $133 $ 907 $ 332 $ 228 $11,624
EBITDA................ 4,145 2,207 27 380 (366) (71) 6,322
Depreciation &
Amortization......... 1,371 324 27 47 316 19 2,104
Total Segment Assets.. 22,718 5,370 282 944 3,696 13,887 46,897
</TABLE>

The accounting policies of the segments are the same as those described in the
summary of significant accounting policies (Note 1). R&B evaluates the
performance of its operating segments principally on operating revenues,
operating income and EBITDA, which R&B defines as operating income plus
depreciation and amortization. Corporate functions are allocated at cost to
the operating segments. Segment expenses contain an allocation of shared
expenses for general administration.

Note 3. Investments in Wireless Affiliates

At December 31, 1999, R&B had invested approximately $1,054,914 ( $895,593 at
December 31, 1998) for a 21% common ownership interest in Virginia PCS
Alliance, L.C. ("VA Alliance"), a provider of personal communications services
("PCS") serving a 1.6 million populated area in central and western Virginia.
PCS operations began throughout the Virginia region in the fourth quarter of
1997.

At December 31, 1999, R&B had invested approximately $5,976,262 ( $4,841,098
at December 31, 1998) for convertible preferred ownership interest in the VA
Alliance which is convertible beginning in 2000 into additional common
ownership interest. If converted, R&B would have a 37% ownership interest in
the VA Alliance. In December 1996, the VA Alliance also issued $12.9 million
of redeemable preferred ownership

F-10
<PAGE>

R&B COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Note 3. Investments in Wireless Affiliates (continued)

interest that can be redeemed by the investor after December 31, 2001. In the
event the investor elects to redeem such preferred equity after such date, R&B
may elect to fund $1.5 million of such obligation in exchange for additional
common ownership in the VA Alliance. In the event this redemption and funding
occurs, and R&B converts its convertible preferred ownership interest, R&B
would have a 26% common ownership interest in the VA Alliance.

R&B has committed to provide approximately $5.7 million additional capital to
the VA Alliance in installments of approximately $2.6 million in 2000 and
2001, and $.5 million in 2002. Such additional capital commitments would be
reduced by proceeds, if any, from future equity offerings by the VA Alliance.

R&B has a 34% common ownership interest in the West Virginia PCS Alliance,
L.C. ("WV Alliance"), a provider of PCS serving a 2.0 million populated area
in West Virginia and eastern Kentucky, southwestern Virginia and eastern Ohio.
PCS operations began in Charleston and Huntington, West Virginia, in the
fourth quarter of 1998 and expanded to Morgantown and the northern corridor of
West Virginia in the second quarter of 1999.

R&B has committed to provide additional capital to the WV Alliance of
approximately $1.5 million in three equal annual installments beginning in
January 2000. Such additional capital commitments would be reduced by
proceeds, if any, from future equity offerings by the WV Alliance.

Summarized financial information for the VA Alliance and WV Alliance
("Alliances"), both of which are accounted for by the equity method, are as
follows:

<TABLE>
<CAPTION>
VA Alliance WV Alliance
----------------- ---------------
1999 1998 1999 1998
-------- -------- ------- -------
(in thousands)
<S> <C> <C> <C> <C>
Current assets............................ $ 9,241 $ 3,648 $ 2,367 $ 488
Noncurrent assets......................... 111,601 100,668 51,130 30,644
Current liabilities....................... 7,633 11,991 3,076 10,732
Noncurrent liabilities.................... 131,478 90,301 51,125 9,237
Redeemable preferred interest............. 15,192 14,345 -- --
</TABLE>

<TABLE>
<CAPTION>
VA Alliance WV Alliance
--------------------------- -----------------------
1999 1998 1997 1999 1998 1997
-------- -------- ------- -------- ------- ----
(in thousands)
<S> <C> <C> <C> <C> <C> <C>
Net sales............... $ 12,677 $ 3,200 $ 119 $ 3,087 $ 114 $--
Gross profit (loss)..... 6,059 1,635 (197) (77) (107) --
Net loss applicable to
common owners.......... (26,139) (24,415) (3,952) (13,287) (3,103) --
Company's share of net
loss................... (5,427) (5,078) (834) (4,564) (1,064) --
</TABLE>

R&B has entered into guarantee agreements whereby R&B is committed to provide
guarantees of up to $34.3 million of the Alliances' debt and redeemable
preferred obligations. Such guarantees become effective as obligations are
incurred by the Alliances. At December 31, 1999, R&B has guaranteed $29.3
million of the Alliance's obligations.

F-11
<PAGE>

R&B COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Note 4. Securities and Investments

Investments consist of the following as of December 31:

<TABLE>
<CAPTION>
Carrying Values
-----------------------
Type of Ownership 1999 1998
---------------------- ----------- ----------
<S> <C> <C> <C>
Available for Sale
MCI WorldCom, Inc............ Equity Securities $ 3,333,227 $3,004,747
Illuminet Holdings, Inc...... Equity Securities 13,538,360 447,285
ITC DeltaCom, Inc............ Equity Securities 325,119 160,000
CFW Communications, Inc...... Equity Securities 225,875 151,938
Other........................ Equity Securities 565,882 702,117
----------- ----------
17,988,463 4,466,087
----------- ----------
Equity Method
Virginia PCS Alliance, L.C... Equity and Convertible
Preferred Interests (4,295,928) (163,066)
West Virginia PCS Alliance,
L.C......................... Equity Interest (882,762) 3,194,496
Virginia Telecommunications
Partnership................. Partnership Interest 297,348 323,483
Other........................ Partnership Interests 124,407 111,000
----------- ----------
(4,756,935) 3,465,913
----------- ----------
Cost Method
Rural Telephone Bank......... Equity Securities 328,558 328,558
Other........................ Equity Securities 73,113 18,074
----------- ----------
401,671 346,632
----------- ----------
13,633,199 8,278,632
Amounts reported separately
as liabilities.............. 5,178,690 163,066
----------- ----------
$18,811,889 $8,441,698
=========== ==========
</TABLE>

In October 1999, Illuminet Holdings, Inc. ("ILUM") completed an initial public
offering ("IPO") and commenced being traded on the NASDAQ exchange under the
symbol ILUM. R&B holds 246,152 shares of ILUM at a cost of $447,285 with a
market value of $13,538,360 on December 31, 1999 ($55.00 per share).

R&B sold an investment in American Telecasting, Inc. ("ATEL") in September and
October 1999, recognizing a $247,000 gain.

Changes in the unrealized gain (loss) on available for sale securities during
the years ended December 31, 1999 and 1998, reported as a separate component
of shareholders' equity are as follows:

<TABLE>
<CAPTION>
1999 1998
----------- ----------
<S> <C> <C>
Unrealized gain beginning, balance.................. $ 2,256,689 $ 689,568
Unrealized holding gains during the year............ 14,033,039 1,567,121
----------- ----------
Unrealized gain, ending balance..................... 16,289,728 2,256,689
Deferred tax effect related to net unrealized
holding gains...................................... 6,190,000 856,639
----------- ----------
Unrealized gain included in shareholders' equity.... $10,099,728 $1,400,050
=========== ==========
</TABLE>

F-12
<PAGE>

R&B COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Note 5. Long-Term Debt

Long-term debt and lines of credit consist of the following as of December 31:

<TABLE>
<CAPTION>
1999 1998
---------- ----------
<S> <C> <C>
5.00% note due in quarterly installments of principal
and interest of $28,353 through 2011................... $ 987,048 $1,049,167
5.00% note due in quarterly installments of principal
and interest of $53,501 through 2015................... 2,299,684 2,395,766
5.50% note due in monthly installments of principal and
interest of $23,650 through 2008....................... 610,961 669,869
5.50% note due in monthly installments of principal and
interest of $42,403 through 2008....................... 1,087,497 1,196,475
6.05% note due in monthly installments of principal and
interest of $188 through 2026.......................... 2,725,381 2,761,661
5.00% note due in quarterly installments of principal
and interest of $3,595 through 2021.................... 188,897 193,633
2.00% note due in quarterly installments of principal
and interest of $212 through 2007...................... 6,241 6,956
---------- ----------
7,905,709 8,273,527
Less: Current maturities................................ 385,627 365,626
---------- ----------
$7,520,082 $7,907,901
========== ==========
</TABLE>

The above items are secured by substantially all Company assets. As of
December 31, 1999, R&B has drawn down $2,893,924 on a $5,352,059 commitment
from the Rural Telephone Bank (RTB). The amount outstanding on these
borrowings was $2,725,381 and $2,761,661 as of December 31, 1999 and 1998,
respectively. R&B has 35 years to use the approved amount, and is required to
purchase stock in the RTB equal to 5% of the loan. This stock is recorded in
investments.

The Rural Utility Service restricts the payment of dividends by Roanoke and
Botetourt Telephone Company, Inc. to 60% of its total net earnings since
December 31, 1976. Total dividend distributions through December 31, 1999 were
$2,207,829 less than the amount allowed by this limitation.

Interest expense was $1.1 million, $0.7 million and $0.9 million for 1999,
1998 and 1997, respectively. Maturities of long-term debt for each of the next
five years are 2000--$385,627; 2001--$406,731; 2002--$428,994; 2003--$452,485;
and 2004--$477,269.

Note 6. Income Taxes

The components of income tax expense are as follows for the years ended
December 31:

<TABLE>
<CAPTION>
1999 1998 1997
----------- ----------- ----------
<S> <C> <C> <C>
Current tax expense (benefit):
Federal tax expense (benefit)........... $ (949,388) $(2,100,995) $2,565,331
State tax expense (benefit)............. (595,877) (247,175) 301,804
----------- ----------- ----------
(1,545,265) (2,348,170) 2,867,135
Deferred tax expense
Federal deferred tax expense............ 558,424 1,417,779 160,920
State deferred tax expense.............. 69,576 171,453 23,850
----------- ----------- ----------
628,000 1,589,232 184,770
----------- ----------- ----------
$ (917,265) $ (758,938) $3,051,905
=========== =========== ==========
</TABLE>

F-13
<PAGE>

R&B COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Note 6. Income Taxes (continued)

Total income tax expense was different than an amount computed by applying the
graduated statutory federal income tax rates to income before taxes. The
reasons for the differences are as follows for the years ended December 31:

<TABLE>
<CAPTION>
1999 1998 1997
----------- --------- ----------
<S> <C> <C> <C>
Computed tax at statutory rate............ $(1,730,995) $(543,125) $3,013,703
Tax credits, net of basis adjustment...... (32,965) (38,855) (41,802)
State income taxes (benefit), net of
federal income tax effect................ (590,128) (65,175) 221,899
Adjustment to prior year estimates........ 393,877 -- --
Nondeductible life insurance.............. 76,554 -- --
IRS audit adjustment...................... 942,162 -- --
Other, net................................ 24,230 (111,783) (141,895)
----------- --------- ----------
$ (917,265) $(758,938) $3,051,905
=========== ========= ==========
</TABLE>

Net deferred income tax assets and liabilities consist of the following
components at December 31:

<TABLE>
<CAPTION>
1999 1998
----------- ----------
<S> <C> <C>
Deferred income tax assets
Retirement benefits other than pension................. $ 673,360 $ 559,360
Compensated absences................................... 55,852 44,085
Net operating loss..................................... 3,012,823 --
Other.................................................. 242,270 205,217
----------- ----------
3,984,305 808,662
Deferred income tax liabilities:
PCS investments, net................................... 5,320,981 1,660,437
Property and equipment................................. 2,573,324 2,397,260
Unrealized gain on securities available for sale....... 6,190,000 856,639
----------- ----------
14,084,305 4,914,336
Net deferred income tax liabilities...................... $10,100,000 $4,105,674
=========== ==========
</TABLE>

R&B has a net operating loss of approximately $8 million, which expires in
2019.

Note 7. Supplementary Disclosures of Cash Flow Information

The following information is presented as supplementary disclosures for the
Consolidated Statements of Cash Flows:

<TABLE>
<CAPTION>
1999 1998 1997
----------- -------- ----------
<S> <C> <C> <C>
Cash payments (refunds) for:
Interest, net of capitalized interest of
$60,502 in 1999, $34,006 in 1998, and $62,406
in 1997...................................... $ 828,985 $532,431 $ 549,950
=========== ======== ==========
Income taxes, net............................. $(1,463,443) $ -- $2,535,476
=========== ======== ==========
</TABLE>

In 1997, R&B sold its share of a cellular telephone partnership. As a portion
of the total proceeds, R&B received approximately $4.3 million in non-cash
assets.

F-14
<PAGE>

R&B COMMUNICATIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Note 8. Retirement Plans and Other Postretirement Benefits

Company matching contributions to the defined contribution plan totaled
$92,280, $72,356 and $64,245 in 1999, 1998 and 1997, respectively. Profit-
sharing contributions totaled $125,000, $100,000 and $100,000 in 1999, 1998
and 1997, respectively. These amounts are reflected in operating expenses in
the statement of operations.

R&B has adopted salary continuation plan agreements with certain of its
employees. The amount of the deferred compensation is based on 25-50% of one's
average salary in the last five years of employment. The compensation is
payable monthly over a 10-year period. The estimated costs of benefits that
will be paid after retirement is being accrued by charges to expense over the
eligible employee's service periods to the dates they are fully eligible for
benefits. Such charges were $300,000, $267,000, and $178,000 in 1999, 1998 and
1997, respectively.

Note 9. Subsequent Event (Merger with CFW Communications Company)

On June 16, 2000, R&B's board of directors approved an agreement and plan of
merger with CFW Communications Company. Under the terms of that agreement,
shareholders of R&B will receive 60.27 shares of CFW Communications Company.
common stock for each outstanding share. The transaction is subject to
regulatory and shareholder approvals. Holders of a majority of R&B's shares
have agreed to vote in favor of the transaction.

F-15
<PAGE>

R&B COMMUNICATIONS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
June 30,
2000 December 31, 1999
------------ -----------------
(Unaudited)
<S> <C> <C>
ASSETS
Current Assets
Cash and cash equivalents..................... $ 8,937,398 $ 8,218,177
Accounts receivable........................... 3,577,723 3,834,561
Materials and supplies........................ 356,099 354,878
Prepaid expenses and other.................... 48,477 230,094
Income tax receivable......................... 2,680,774 2,680,774
------------ -----------
15,600,471 15,318,484
------------ -----------
Securities and Investments...................... 17,983,196 18,811,889
------------ -----------
Property and Equipment
Land and building............................. 4,484,422 4,497,672
Network plant and equipment................... 23,197,649 21,231,445
Furniture, fixtures and other equipment....... 15,053,944 14,954,217
Radio spectrum licenses....................... 926,376 926,376
------------ -----------
Total in service............................ 43,662,391 41,609,710
Under construction............................ 176,287 --
------------ -----------
43,838,678 41,609,710
Less accumulated depreciation................. 18,199,006 16,594,851
------------ -----------
25,639,672 25,014,859
------------ -----------
Other Assets
Cash surrender value of life insurance........ 1,441,412 3,749,035
Radio spectrum licenses and license deposits.. 958,546 958,546
Other deferred charges........................ 12,569 59,548
------------ -----------
2,412,527 4,767,129
------------ -----------
$ 61,635,866 $63,912,361
============ ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Current maturities of long-term debt.......... $ 394,064 $ 385,627
Recognized losses in excess of investment in
PCS ventures................................. 3,321,702 3,100,000
Accounts payable.............................. 832,562 1,493,424
Customers' deposits........................... 25,133 26,483
Advance billings.............................. 563,664 702,649
Accrued payroll............................... 135,559 118,023
Accrued interest.............................. -- 15,610
Other accrued liabilities..................... 559,472 707,328
Dividend payable.............................. -- 221,022
------------ -----------
5,832,156 6,770,166
------------ -----------
Long-Term Debt, net of current maturities....... 7,288,481 7,520,082

Long-Term Liabilities
Deferred income taxes......................... 8,069,409 10,100,000
Recognized losses in excess of investment in
PCS ventures................................. 6,007,263 2,078,690
Deferred compensation......................... 1,922,000 1,772,000
Unamortized investment tax credits............ 86,339 109,463
------------ -----------
16,085,011 14,060,153
------------ -----------
Shareholders' Equity
Common stock, no par.......................... 616,690 616,690
Retained earnings............................. 22,299,372 24,845,542
Unrealized gain on securities available for
sale, net.................................... 9,514,156 10,099,728
------------ -----------
32,430,218 35,561,960
------------ -----------
$ 61,635,866 $63,912,361
============ ===========
</TABLE>

See Notes to Condensed Consolidated Financial Statements.

F-16
<PAGE>

R&B COMMUNICATIONS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Six Months Ended June 30, 2000 and 1999
(Unaudited)

<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
------------------------ ------------------------
June 30, June 30, June 30, June 30,
2000 1999 2000 1999
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Operating Revenues
Wireline
communications......... $ 3,836,472 $ 3,739,158 $ 7,826,099 $ 7,193,794
Wireless
communications......... 474,876 395,280 829,913 739,908
Other communications
services............... 268,897 271,818 467,921 398,750
----------- ----------- ----------- -----------
4,580,245 4,406,256 9,123,933 8,332,452
----------- ----------- ----------- -----------
Operating Expenses
Maintenance and
support................ 1,248,600 1,005,464 2,456,572 1,698,723
Depreciation and
amortization........... 846,461 688,480 1,663,532 1,358,578
Customer operations..... 748,756 647,694 1,525,086 1,273,524
Corporate operations.... 1,100,779 630,581 1,789,717 1,207,587
----------- ----------- ----------- -----------
3,944,596 2,972,219 7,434,907 5,538,412
----------- ----------- ----------- -----------
Operating Income.......... 635,649 1,434,037 1,689,026 2,794,040
Other Income (Expenses)
Interest and dividend
income................. 93,928 73,970 161,657 134,034
Other expenses,
principally interest... (119,892) (432,697) (228,152) (544,215)
Equity loss from PCS
investees
VA PCS Alliance........ (1,315,066) (1,479,228) (2,838,564) (2,853,768)
WV PCS Alliance........ (1,445,833) (1,112,150) (3,093,413) (1,859,356)
Equity income from other
investees.............. 62,897 76,539 153,410 153,000
----------- ----------- ----------- -----------
(2,088,317) (1,439,529) (4,156,036) (2,176,265)

Income Tax Benefit........ 768,286 (328,785) 1,609,866 (31,452)
----------- ----------- ----------- -----------
Net Loss.................. $(1,320,031) $(1,768,314) $(2,546,170) $(2,207,717)
=========== =========== =========== ===========
Net loss per common
share--basic and
diluted.................. (21.405) (28.673) (41.228) (35.798)
Average shares
outstanding--basic and
diluted.................. 61,669 61,671 61,669 61,671
</TABLE>

See Notes to Condensed Consolidated Financial Statements.

F-17
<PAGE>

R&B COMMUNICATIONS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Six Months Ended June 30, 2000 and 1999

<TABLE>
<CAPTION>
Six Months Ended
------------------------
June 30, June 30,
2000 1999
----------- -----------
<S> <C> <C>
Cash Flows From Operating Activities
Net loss........................................... $(2,546,170) $(2,207,717)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation and amortization.................... 1,663,532 1,358,578
Deferred tax benefit............................. (1,609,886) (888,236)
Share of equity loss from equity method
investees....................................... 5,778,567 4,560,124
Changes in assets and liabilities from operations:
(Increase) decrease in accounts receivable....... 256,838 (1,320,678)
(Increase) decrease in materials and supplies.... (1,221) 69,938
Decrease in income tax receivable................ -- 2,080,095
(Increase) decrease in other assets.............. 181,617 (43,305)
Decrease in accounts payable..................... (660,862) (384,356)
Increase in other accrued liabilities............ 2,720 427,417
Decrease in advance billings..................... (138,985) (28,792)
----------- -----------
Net cash provided by operating activities........ 2,926,150 3,623,068
----------- -----------
Cash Flows From Investing Activities
Purchases of property, equipment and other assets.. (2,241,366) (1,625,294)
Investments in PCS alliances....................... (1,781,702) (1,781,702)
Investment in securities........................... (47,298) --
Increase (decrease) in cash surrender value of
officer's life insurance.......................... 2,307,623 (13,660)
----------- -----------
Net cash used in investing activities............ (1,762,743) (3,420,656)
----------- -----------
Cash Flows From Financing Activities
Cash dividends..................................... (221,022) (199,501)
Payments on long-term debt......................... (223,164) (217,436)
Redemption of common stock......................... -- (20)
----------- -----------
Net cash used in financing activities............ (444,186) (416,957)
----------- -----------
Increase (decrease) in cash and cash
equivalents..................................... 719,221 (214,545)
Cash and Cash Equivalents:
Beginning.......................................... 8,218,177 6,909,613
----------- -----------
Ending............................................. $ 8,937,398 $ 6,695,068
=========== ===========
</TABLE>

See Notes to Condensed Consolidated Financial Statements.

F-18
<PAGE>

R&B COMMUNICATIONS, INC.

CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
Accumulated
Common Stock Other Total
--------------- Retained Comprehensive Shareholders'
Shares Amount Earnings Income Equity
------ -------- ----------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Balance, December 31,
1998................... 61,671 $616,710 $29,241,142 $ 1,400,050 $31,257,902
Comprehensive income:
Net loss.............. (439,403)
Unrealized gain on
securities available
for sale, net of
$323,963 deferred tax
effect............... 528,572
Comprehensive income.. 89,169
------ -------- ----------- ----------- -----------
Balance, March 31,
1999................... 61,671 616,710 28,801,739 1,928,622 31,347,071
Comprehensive income:
Net loss.............. (1,768,314)
Unrealized gain on
securities available
for sale, net of
$140,699 deferred tax
effect............... 229,561
Comprehensive income.. (1,538,753)
------ -------- ----------- ----------- -----------
Balance, June 30, 1999.. 61,671 $616,710 $27,033,425 $ 2,158,183 $29,808,318
====== ======== =========== =========== ===========

Balance, December 31,
1999................... 61,669 $616,690 $24,845,542 $10,099,728 $35,561,960
Comprehensive income:
Net loss.............. (1,226,139)
Unrealized loss on
securities available
for sale, net of
$533,056 deferred tax
effect............... (731,151)
Comprehensive income.. (1,957,290)
------ -------- ----------- ----------- -----------
Balance, March 31,
2000................... 61,669 616,690 23,619,403 9,368,577 33,604,670
Comprehensive income:
Net loss.............. (1,320,031)
Unrealized gain on
securities available
for sale, net of
$89,227 deferred tax
effect............... 145,579
Comprehensive income.. (1,174,452)
------ -------- ----------- ----------- -----------
Balance, June 30, 2000.. 61,669 $616,690 $22,299,372 $ 9,514,156 $32,430,218
====== ======== =========== =========== ===========
</TABLE>

See Notes to Consolidated Financial Statements.

F-19
<PAGE>

R&B COMMUNICATIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(1) In the opinion of R&B, the accompanying condensed consolidated financial
statements which are unaudited, except for the condensed consolidated
balance sheet dated December 31, 1999, which is derived from audited
financial statements, contain all adjustments (consisting of only normal
recurring accruals) necessary to present fairly the financial position as
of June 30, 2000 and December 31, 1999 and the results of operations for
the six months ended June 30, 2000 and 1999 and cash flows for the six
months ended June 30, 2000 and 1999. The results of operations for the six
months ended June 30, 2000 and 1999 are not necessarily indicative of the
results to be expected for the full year.

(2) R&B has five primary business segments which have separable management
focus and infrastructures and that offer different products and services.
These segments are described in more detail in Note 2 of R&B's 1999
Financial Statements. Summarized financial information concerning R&B's
reportable segments is shown in the following table. The "Corporate and
Other" column includes various unallocated corporate items which are not
considered separate reportable segments.

<TABLE>
<CAPTION>
Network
and Wireless Corporate
Telephone CLEC Internet Wireless Cable and other Total
--------- ------- -------- -------- -------- --------- -------
(in thousands)
<S> <C> <C> <C> <C> <C> <C> <C>
For the three months
ended June 30, 2000
Revenues.............. $ 2,050 $ 1,769 $ 203 $336 $ 178 $ 44 $ 4,580
EBITDA................ 527 751 (93) 180 16 47 1,428
Depreciation &
Amortization......... 442 224 20 25 122 13 846
For the three months
ended June 30, 1999
Revenues.............. $ 2,338 $ 1,468 $ 156 $227 $ 180 $ 37 $ 4,406
EBITDA................ 1,295 747 (18) 86 (31) 44 2,123
Depreciation &
Amortization......... 367 185 20 18 85 13 688
As of and for the six
months ended June 30,
2000
Revenues.............. $ 4,243 $ 3,484 $ 383 $557 $ 355 $ 102 $ 9,124
EBITDA................ 1,465 1,641 (111) 268 19 71 3,353
Depreciation &
Amortization......... 868 437 40 51 242 26 1,664
Total Segment Assets.. 37,282 12,855 794 789 2,306 7,610 61,636
As of and for the six
months ended June 30,
1999
Revenues.............. $ 4,490 $ 2,723 $ 285 $392 $ 359 $ 83 $ 8,332
EBITDA................ 2,526 1,385 5 171 9 57 4,153
Depreciation &
Amortization......... 728 295 37 37 236 26 1,359
Total Segment Assets.. 25,373 10,072 426 607 2,678 7,427 46,583
</TABLE>

(3) Basic net loss per share was computed by dividing net loss by the weighted
average number of common shares outstanding during the period. R&B has no
potential common stock outstanding, such as stock options, warrants or
convertible debt; furthermore, a net loss was incurred for the periods
presented. Therefore, basic and diluted net income per share are the same.

(4) R&B has a 21% common ownership interest in Virginia PCS Alliance, L.C.
("VA Alliance"), a provider of personal communications services (PCS)
serving a 1.6 million populated area in central and western Virginia. PCS
operations began throughout the Virginia region in the fourth quarter of
1997.

F-20
<PAGE>

R&B COMMUNICATIONS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

R&B has a 34% common ownership interest in the West Virginia PCS Alliance,
L.C. ("WV Alliance"), a provider of PCS serving a 2.0 million populated
area in West Virginia and parts of eastern Kentucky, southwestern Virginia
and eastern Ohio. The WV Alliance commenced operations in the fourth
quarter of 1998, offering services along the Charleston and Huntington
corridor and expanded to the northern corridor of West Virginia, including
the cities of Clarksburg, Fairmont and Morgantown in the second quarter of
1999.

Summarized financial information for the VA Alliance and WV Alliance
("Alliances"), both of which are accounted for under the equity method, are
as follows (dollar amounts in thousands):

<TABLE>
<CAPTION>
VA Alliance WV Alliance
---------------------- ----------------------
June 30, December 31, June 30, December 31,
2000 1999 2000 1999
-------- ------------ -------- ------------
(in thousands)
<S> <C> <C> <C> <C>
Current assets............... $ 21,060 $ 9,241 $14,212 $ 2,367
Noncurrent assets............ 94,849 111,601 52,493 51,130
Current liabilities.......... 3,161 7,633 10,367 3,076
Long-term liabilities........ 129,653 131,478 64,176 51,125
Redeemable preferred inter-
est......................... 12,892 15,192 -- --
<CAPTION>
VA Alliance WV Alliance
For the For the
Three Months Ended Three Months Ended
---------------------- ----------------------
June 30, June 30, June 30, June 30,
2000 1999 2000 1999
-------- ------------ -------- ------------
<S> <C> <C> <C> <C>
Net sales.................... $ 5,726 $ 3,007 $ 3,635 $ 376
Gross profit (loss).......... 3,243 1,830 1,349 (82)
Net loss applicable to common
owners...................... (6,323) (7,112) (3,749) (3,269)
Company's share of net loss.. (1,315) (1,479) (1,446) (1,112)
<CAPTION>
VA Alliance WV Alliance
Six Months Ended Six Months Ended
---------------------- ----------------------
June 30, June 30, June 30, June 30,
2000 1999 2000 1999
-------- ------------ -------- ------------
<S> <C> <C> <C> <C>
Net sales.................... $ 10,206 $ 5,424 $ 6,260 $ 632
Gross profits (loss)......... 5,407 2,414 1,640 (100)
Net loss applicable to common
owners...................... (13,648) (13,645) (8,554) (5,448)
Company's share of net loss.. (2,839) (2,854) (3,093) (1,859)
</TABLE>

R&B has entered into guaranty agreements whereby R&B is committed to
provide guarantees of up to $30.8 million of the Alliance's debt and
redeemable preferred obligations. Such guarantees become effective as
obligations are incurred by the Alliances. At June 30, 2000, R&B has
guaranteed $28.6 million of the Alliances' obligations.

(5) The provision for income taxes differs from the amount of income tax
determined by applying the applicable Federal statutory rate to earnings
before income taxes as a result of state income taxes, non-deductible
expenses and additional expense resulting from a tax exam completed during
the second quarter of 1999.

(6) On June 16, 2000, R&B's board of directors approved an agreement and plan
of merger with CFW Communications, Inc. Under the terms of that agreement,
shareholders of R&B will receive 60.27 shares of CFW Communications
Company common stock for each outstanding share of R&B common stock. The
transaction is subject to regulatory and shareholder approvals and will be
accounted for using the purchase method of accounting. Holders of a
majority of R&B's shares have agreed to vote in favor of the transaction.

F-21
<PAGE>

Annex A

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

AGREEMENT AND PLAN OF MERGER

By and Between

R&B COMMUNICATIONS, INC.,

R&B COMBINATION COMPANY

and

CFW COMMUNICATIONS COMPANY

June 16, 2000

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
ARTICLE ITHE MERGER................................................ A-1
Section 1.1.The Merger........................................... A-1
Section 1.2.Effective Time....................................... A-1
Section 1.3.Effects of the Merger................................ A-2
Section 1.4.Articles of Incorporation and Bylaws................. A-2

ARTICLE II EFFECT OF THE MERGER ON THE CAPITAL STOCK OF THE
CONSTITUENT CORPORATIONS; EXCHANGE OF CERTIFICATES..... A-2
Section 2.1.Effect on Capital Stock.............................. A-2
(a)Cancellation of Company and CFW Owned Stock....... A-2
(b)Conversion of Company Shares...................... A-2
(c)Payment of Merger Consideration................... A-2
(d)No Fractional CFW Shares.......................... A-3
(e)Combination Company Stock......................... A-3
(f)Dissenting Shares................................. A-3
Section 2.2.Exchange of Certificates............................. A-3
(a)Exchange Procedure................................ A-3
(b)Distributions with Respect to Unexchanged Company
Shares............................................... A-4
(c)No Further Ownership Rights in Company Shares..... A-4
(d)No Liability...................................... A-4
Section 2.3.Escrow............................................... A-4
Section 2.4.Anti-Dilution Provisions............................. A-5

ARTICLE IIIREPRESENTATIONS AND WARRANTIES.......................... A-5
Section 3.1.Representations and Warranties of the Company........ A-5
(a)Organization; Standing and Power.................. A-5
(b)Subsidiaries; Other Investments................... A-5
(c)Capital Structure................................. A-6
(d)Authority; Non-Contravention...................... A-6
(e)Material Contracts................................ A-7
(f)Financial Statements.............................. A-8
(g)Information Supplied.............................. A-8
(h)Absence of Certain Changes or Events.............. A-8
(i)State Takeover Statutes; Anti-Takeover
Provisions........................................... A-9
(j)Brokers........................................... A-9
(k)Litigation........................................ A-9
(l)Taxes............................................. A-9
(m)Compliance with Laws.............................. A-11
(n)Intellectual Property............................. A-11
(o)No Default........................................ A-11
(p)Opinion of Company Financial Advisors............. A-12
(q)Transactions With Affiliates...................... A-12
(r)Licenses.......................................... A-12
(s)Employee Benefit Matters.......................... A-12
(t)Labor Matters..................................... A-14
(u)Environmental Matters............................. A-14
(v)Title to and Conditions of Properties............. A-15
(w)Undisclosed Liabilities........................... A-16
(x)Insurance......................................... A-16
(y)Full Disclosure................................... A-16
(z)No Actual Knowledge of Breach..................... A-16
</TABLE>

i
<PAGE>

<TABLE>
<CAPTION>
Page
----
<S> <C>
Section 3.2.Representations and Warranties of CFW................ A-16
(a)Organization; Standing and Power.................. A-16
(b)Capital Structure................................. A-17
(c)Authority; Non-Contravention...................... A-17
(d)SEC Documents..................................... A-17
(e)Information Supplied.............................. A-18
(f)Brokers........................................... A-18
(g)Opinion of CFW Financial Advisor.................. A-18
(h)No Actual Knowledge of Breach..................... A-18

ARTICLE IVCOVENANTS RELATING TO CONDUCT OF BUSINESS................ A-18
Section 4.1.Conduct of Business of the Company................... A-18

ARTICLE VADDITIONAL AGREEMENTS..................................... A-20
Section 5.1.Registration Statement; Joint Proxy Statement........ A-20
Section 5.2.Shareholders' Approvals.............................. A-21
Section 5.3.Access to Information................................ A-21
Section 5.4.Reasonable Efforts; Notification..................... A-22
Section 5.5.Fees and Expenses.................................... A-23
Section 5.6.Public Announcements................................. A-23
Section 5.7.Agreement to Defend.................................. A-23
Section 5.8.Plan of Reorganization............................... A-24
Section 5.9.Amendment of Company Disclosure Schedule............. A-24
Section 5.10.Other Actions....................................... A-24

ARTICLE VICONDITIONS PRECEDENT..................................... A-24
Section 6.1.Conditions to Each Party's Obligation to Effect the
Merger.......................................................... A-24
(a)Shareholder Approval.............................. A-24
(b)Nasdaq............................................ A-24
(c)HSR Act; Other Approvals.......................... A-24
(d)No Injunctions or Restraints...................... A-25
(e)Registration Statement Effectiveness.............. A-25
(f)Blue Sky Filings.................................. A-25
Section 6.2.Conditions of CFW.................................... A-25
(a)Compliance........................................ A-25
(b)Certifications and Opinion........................ A-25
(c)Representations and Warranties True............... A-26
(d)Company Affiliate Letters......................... A-26
(e)Dissenting Shares................................. A-26
(f)Tax Opinion....................................... A-26
(g)Consents; Related Matters......................... A-26
(h)No Litigation..................................... A-26
(i)Company Operations................................ A-27
(j)Company Salary Continuation Plan Agreements....... A-27
(k)Transfer Restrictions............................. A-27
Section 6.3.Conditions of the Company............................ A-27
(a)Compliance........................................ A-27
(b)Certifications and Opinion........................ A-27
(c)Representations and Warranties True............... A-28
(d)Tax Opinion....................................... A-28
(e)No Litigation..................................... A-28
(f)Employment and Stock Option Agreements............ A-29
</TABLE>

ii
<PAGE>

<TABLE>
<CAPTION>
Page
----
<S> <C>
ARTICLE VIITERMINATION, AMENDMENT AND WAIVER............................... A-29
Section 7.1.Termination.................................................. A-29
Section 7.2.Effect of Termination........................................ A-29
Section 7.3.Amendment.................................................... A-30
Section 7.4.Extension; Waiver............................................ A-30
Section 7.5.Procedure for Termination, Amendment, Extension or Waiver.... A-30

ARTICLE VIIISPECIAL PROVISIONS AS TO CERTAIN MATTERS....................... A-30
Section 8.1.No Solicitation.............................................. A-30
Section 8.2.CFW Board.................................................... A-32
Section 8.3.Expense Reimbursement........................................ A-32
Section 8.4.Employee Benefits............................................ A-32
Section 8.5.Reserved Company Shares...................................... A-32

ARTICLE IXINDEMNIFICATION.................................................. A-32
Section 9.1.Indemnification of CFW and the Surviving Corporation......... A-32
Section 9.2.Notice and Control of Litigation............................. A-32
Section 9.3.Notice of Claim.............................................. A-33
Section 9.4.Limitation of Liability...................................... A-33
Section 9.5.Shareholders' Representative................................. A-33
Section 9.6.Survival of Representations and Warranties................... A-34
Section 9.7.Exclusive Remedy............................................. A-34

ARTICLE XGENERAL PROVISIONS................................................ A-34
Section 10.1.Notices..................................................... A-34
Section 10.2.Definitions................................................. A-35
Section 10.3.Interpretation.............................................. A-36
Section 10.4.Counterparts................................................ A-36
Section 10.5.Entire Agreement; No Third-Party Beneficiaries.............. A-36
Section 10.6.Governing Law............................................... A-36
Section 10.7.Assignment.................................................. A-36
Section 10.8.Enforcement of the Agreement................................ A-36
Section 10.9.Severability................................................ A-36
</TABLE>

<TABLE>
<C> <S> <C>
List of Exhibits
Exhibit A Articles of Incorporation of the Surviving Corporation
Exhibit B Bylaws of the Surviving Corporation
Exhibit C Escrow Agreement
Exhibit D Company Actions Since December 31, 1999
Exhibit E Amendment to Salary Continuation Plan Agreement
Exhibit F Company Shareholders subject to Transfer Restrictions
Exhibit G Company Employee Arrangements
</TABLE>

iii
<PAGE>

INDEX OF DEFINED TERMS

<TABLE>
<CAPTION>
Defined Term Page No.
------------ --------
<S> <C>
Abandoned Shares....................................................... 3
Affiliates............................................................. 35
Agreement.............................................................. 1
Articles of Merger..................................................... 2
Basket Amount.......................................................... 45
Certificates........................................................... 4
CFW.................................................................... 1
CFW Common Stock....................................................... 1
CFW Indemnification Claims............................................. 44
CFW Indemnification Notice............................................. 44
CFW Indemnified Parties................................................ 44
CFW Preferred Stock.................................................... 23
CFW SEC Documents...................................................... 24
CFW Shareholder Approval............................................... 23
CFW Shareholders Meeting............................................... 2
Closing................................................................ 2
Closing Date........................................................... 2
Code................................................................... 1
Combination Company.................................................... 1
Company................................................................ 1
Company Affiliates..................................................... 16
Company Beneficiary.................................................... 17
Company Benefit Plans.................................................. 12
Company Budget......................................................... 25
Company Common Stock................................................... 8
Company Designees...................................................... 43
Company Disclosure Schedule............................................ 7
Company ERISA Affiliate................................................ 18
Company Financial Advisor.............................................. 12
Company Financial Statements........................................... 11
Company Intellectual Property Rights................................... 15
Company Permits........................................................ 15
Company Share.......................................................... 1
Company Shareholder Approval........................................... 8
Company Shareholders Meeting........................................... 2
Confidentiality Agreement.............................................. 29
Contracts.............................................................. 10
Dissenting Shares...................................................... 4
DOL.................................................................... 17
Effective Time of the Merger........................................... 2
Environmental Laws..................................................... 19
ERISA.................................................................. 17
Escrow Losses.......................................................... 44
Escrow Shares.......................................................... 6
Exchange Act........................................................... 11
Exchange Ratio......................................................... 4
FCC.................................................................... 9
GAAP................................................................... 11
Governmental Entity.................................................... 9
</TABLE>

iv
<PAGE>

<TABLE>
<CAPTION>
Defined Term Page No.
------------ --------
<S> <C>
HSR Act................................................................ 9
HSR Documents.......................................................... 31
Indemnification Claims................................................. 44
IRS.................................................................... 17
Joint Proxy Statement.................................................. 9
Knowledge.............................................................. 47
Licenses............................................................... 16
Liens.................................................................. 8
Litigation............................................................. 12
Material Adverse Change................................................ 47
Material Adverse Effect................................................ 48
Material Contracts..................................................... 10
Merger................................................................. 1
Merger Consideration................................................... 3
PCBs................................................................... 21
Person................................................................. 48
Registration Statement................................................. 28
Regulated Materials.................................................... 20
Release................................................................ 20
Representatives........................................................ 41
Restricted Period...................................................... 41
Salary Agreement....................................................... 36
SCC.................................................................... 2
Securities Act......................................................... 11
Shareholders Meetings.................................................. 29
Shareholders' Representative........................................... 1
Subsidiary............................................................. 48
Superior Proposal...................................................... 42
Surviving Corporation.................................................. 2
Takeover Proposal...................................................... 41
Tax.................................................................... 14
Tax Return............................................................. 15
Taxes.................................................................. 14
Termination Fee........................................................ 43
Third Party Claim...................................................... 44
Voting Agreements...................................................... 1
VSCA................................................................... 2
</TABLE>

v
<PAGE>

AGREEMENT AND PLAN OF MERGER

AGREEMENT AND PLAN OF MERGER, dated as of June 16, 2000 (the "Agreement"),
by and among R&B COMMUNICATIONS, INC., a Virginia corporation (the "Company"),
R&B COMBINATION COMPANY, a Virginia corporation and a wholly-owned subsidiary
of CFW (the "Combination Company"), and CFW COMMUNICATIONS COMPANY, a Virginia
corporation ("CFW") and JOHN F. KILBY, in his capacity as representative of
the shareholders of the Company for the limited purposes described herein (the
"Shareholders' Representative").

WHEREAS, the respective Boards of Directors of CFW, the Combination Company
and the Company have approved the merger of the Combination Company with and
into the Company (the "Merger"), upon the terms and subject to the conditions
of this Agreement and Plan of Merger (this "Agreement"), whereby each issued
and outstanding share of the Company's common stock, $10.00 par value (a
"Company Share"), not owned by the Company, CFW or any wholly owned subsidiary
of the Company or CFW will be converted into shares of CFW's common stock,
without par value ("CFW Common Stock") as provided herein;

WHEREAS, for federal income tax purposes, it is intended that the Merger
shall qualify as a reorganization within the meaning of Section 368(a) of the
Internal Revenue Code of 1986, as amended (the "Code");

WHEREAS, CFW, Combination Company and the Company desire to make certain
representations, warranties and agreements in connection with the Merger and
also to prescribe various conditions to the Merger;

WHEREAS, the directors and certain shareholders of the Company have each
entered into a voting agreement with CFW pursuant to which such directors and
shareholders have agreed to vote the Company Shares owned by them in favor of
the Merger (collectively, the "Voting Agreements");

NOW, THEREFORE, in consideration of the premises and the representations,
warranties and agreements herein contained, the parties agree as follows:

ARTICLE I

The Merger

Section 1.1. The Merger.

Upon the terms and subject to the conditions hereof and in accordance with
the Virginia Stock Corporation Act (the "VSCA"), the Combination Company shall
be merged with and into the Company at the Effective Time of the Merger (as
hereinafter defined). Following the Merger, the separate corporate existence
of the Combination Company shall cease and the Company shall continue as the
surviving corporation (the "Surviving Corporation") and shall succeed to and
assume all the rights and obligations of the Company and Combination Company
in accordance with the VSCA.

Section 1.2. Effective Time.

As soon as practicable following the satisfaction or, to the extent
permitted hereunder, waiver of the conditions set forth in Article VI, the
Surviving Corporation shall file the articles of merger required by the VSCA
with respect to the Merger and other appropriate documents (the "Articles of
Merger") executed in accordance with the relevant provisions of the VSCA. The
Merger shall become effective at such time as the Articles of Merger are duly
filed with the State Corporation Commission of Virginia ("SCC"), or at such
other time as CFW and the Company shall agree should be specified in the
Articles of Merger (the time the Merger becomes effective being the "Effective
Time of the Merger"). The closing of the Merger (the "Closing") shall take
place at such place as the parties agree on the later to occur of the date of
the meeting of (i) the Company's shareholders to approve the Merger (the
"Company Shareholders Meeting") and (ii) CFW's shareholders to

A-1
<PAGE>

approve the Merger (the "CFW Shareholders Meeting"), or, if any of the
conditions set forth in Article VI have not been satisfied, then as soon as
practicable thereafter, or on such other date as CFW and the Company shall
agree (the "Closing Date").

Section 1.3. Effects of the Merger.

The Merger shall have the effects set forth in the VSCA. If at any time
after the Effective Time of the Merger, the Surviving Corporation shall
consider or be advised that any further assignments or assurances in law or
otherwise are necessary or desirable to vest, perfect or confirm, of record or
otherwise, in the Surviving Corporation, all rights, title and interests in
all real estate and other property and all privileges, powers and franchises
of the Company and the Combination Company, the Surviving Corporation and its
proper officers and directors, in the name and on behalf of the Company and
the Combination Company, shall execute and deliver all such proper deeds,
assignments and assurances in law and do all things necessary and proper to
vest, perfect or confirm title to such property or rights in the Surviving
Corporation and otherwise to carry out the purpose of this Agreement, and the
proper officers and directors of the Surviving Corporation are fully
authorized in the name of the Company and the Combination Company or otherwise
to take any and all such action.

Section 1.4. Articles of Incorporation and Bylaws.

(a) The Articles of Incorporation of the Company, as in effect immediately
prior to the Effective Time of the Merger, shall be amended and restated as of
the Effective Time of the Merger to read as set forth in Exhibit A hereto,
and, as so amended, shall be the Articles of Incorporation of the Surviving
Corporation until thereafter changed or amended as provided therein or by
applicable law.

(b) The Bylaws of the Company, as in effect immediately prior to the
Effective Time of the Merger, shall be amended and restated as of the
Effective Time of the Merger to read as set forth in Exhibit B hereto, and, as
so amended, shall be the Bylaws of the Surviving Corporation until thereafter
changed or amended as provided therein or by applicable law.

ARTICLE II

Effect of the Merger on the Capital Stock of the
Constituent Corporations; Exchange of Certificates

Section 2.1. Effect on Capital Stock.

As of the Effective Time of the Merger, by virtue of the Merger and without
any action on the part of the holder of any Company Shares or capital stock of
the Combination Company:

(a) Cancellation of Company and CFW Owned Stock. All Company Shares that
are owned by the Company, any wholly owned subsidiary of the Company, CFW
or any wholly owned subsidiary of CFW, shall be canceled and no
consideration shall be delivered in exchange therefor.

(b) Conversion of Company Shares. Subject to Sections 2.1(a) and 2.1(d),
each issued and outstanding Company Share shall be converted into the right
to receive, upon the surrender of the certificate formerly representing
such Company Shares the consideration specified in Section 2.1(c) (the
"Merger Consideration"), provided that no more than 3,716,400 shares of CFW
Common Stock will be exchanged for the Company Shares pursuant to this
Article II (For the purposes of this Agreement, "outstanding" Company
Shares shall include shares of Roanoke & Botetourt Telephone Company
converted into Company Shares in 1981 that are evidenced by certificates
that have not been surrendered by the holders thereof, which are
hereinafter sometimes referred to as "Abandoned Shares").

(c) Payment of Merger Consideration. The Merger Consideration shall be
payable as of the Effective Date with respect to each Company Share
outstanding immediately prior to the Effective Time and shall be

A-2
<PAGE>

the number of shares of CFW Common Stock (the "Exchange Ratio") equal to
(i) 3,716,400 divided by (ii) the number of Company Shares issued and
outstanding immediately prior to the Effective Time.

(d) No Fractional CFW Shares. No fractional shares of CFW Common Stock
shall be issued in the Merger. All fractional shares of CFW Common Stock
that a holder of Company Shares would otherwise be entitled to receive as a
result of the Merger shall be aggregated and if a fractional share of CFW
Common Stock results from such aggregation, such holder shall be entitled
to receive, in lieu thereof, an amount in cash determined by multiplying
the closing sale price per share of a share of CFW Common Stock on the
Nasdaq National Market on the first trading day immediately preceding the
Effective Time of the Merger by the fraction of a share of CFW Common Stock
to which such holder would otherwise have been entitled. No such cash in
lieu of fractional shares of CFW Common Stock shall be paid to any holder
of fractional CFW Common Stock until that holder's Certificates (as defined
in Section 2.2(a)) are surrendered and exchanged in accordance with Section
2.2(a).

(e) Combination Company Stock. Each share of common stock, no par value,
of the Combination Company issued and outstanding immediately prior to the
Effective Time of the Merger will be converted into one share of common
stock, no par value, of the Surviving Corporation, and the stock of the
Surviving Corporation issued on that conversion will constitute all of the
issued and outstanding shares of capital stock of the Surviving
Corporation.

(f) Dissenting Shares. Notwithstanding any provision contained in this
Agreement to the contrary, Company Shares outstanding immediately prior to
the Effective Time of the Merger and held by a holder who has not voted in
favor of the Merger or consented thereto in writing and who has demanded
appraisal for such shares in accordance with the VSCA ("Dissenting Shares")
shall not be converted into a right to receive the Merger Consideration,
unless such holder fails to perfect or withdraws or otherwise loses such
holder's right to appraisal. If, after the Effective Time of the Merger,
such holder fails to perfect or withdraws or loses such holder's right to
appraisal, such shares shall be treated as if they had been converted as of
the Effective Time of the Merger into a right to receive the Merger
Consideration payable in respect of such shares pursuant to Section 2.1(b).

Section 2.2. Exchange of Certificates.

(a) Exchange Procedure. On or before the Effective Time of the Merger, CFW
shall mail to each holder of record of a certificate or certificates that
immediately prior to the Effective Time of the Merger represented outstanding
Company Shares (the "Certificates"), other than the Company, CFW and any
wholly owned subsidiary of the Company or CFW, (i) a letter of transmittal
(which shall specify that delivery shall be effected, and risk of loss and
title to the Certificates shall pass, only upon delivery of the Certificates
to CFW and shall be in a form and have such other provisions as CFW may
reasonably specify) and (ii) instructions for use in effecting the surrender
of the Certificates in exchange for the certificates representing the CFW
Common Stock and any cash in lieu of a fractional share of CFW Common Stock.
Subject to Section 2.4, upon surrender of a Certificate to CFW or to such
other agent or agents as may be appointed by the Surviving Corporation,
together with such letter of transmittal, duly executed, and such other
documents as may reasonably be required by CFW, the holder of such Certificate
shall be entitled to receive in exchange therefor (i) a certificate or
certificates representing the number of whole shares of CFW Common Stock into
which the Company Shares theretofore represented by such Certificate shall
have been converted pursuant to Section 2.1(c), and (ii) any cash payable in
lieu of a fractional share of CFW Common Stock, and the Certificate so
surrendered shall forthwith be canceled. If the shares of CFW Common Stock are
to be issued to a Person other than the Person in whose name the Certificate
so surrendered is registered, it shall be a condition of exchange that such
Certificate shall be properly endorsed or otherwise in proper form for
transfer and that the Person requesting such exchange shall pay any transfer
or other taxes required by reason of the exchange to a Person other than the
registered holder of such Certificate or establish to the reasonable
satisfaction of CFW and the Surviving Corporation that such tax has been paid
or is not applicable. Until surrendered as contemplated by this Section 2.2,
each Certificate shall be deemed as of the Effective Time of the Merger to
represent only the right to receive, upon surrender of such Certificate in
accordance with this Section 2.2(a), the Merger Consideration.

A-3
<PAGE>

(b) Distributions with Respect to Unexchanged Company Shares. No dividends
or other distributions declared or made after the Effective Time of the Merger
with respect to the CFW Common Stock shall be paid to the holder of any
unsurrendered Certificate with respect to the CFW Common Stock represented
thereby, and no cash payment (including any cash payment in lieu of fractional
shares) shall be paid to any such holder pursuant to Section 2.1(d) until the
holder of record of such Certificate shall surrender such Certificate in
accordance with Section 2.2(a). Subject to the effect of applicable laws,
following surrender of any such Certificate, there shall be paid to the record
holder of the Certificates representing the CFW Common Stock issued in
exchange therefor, without interest, (i) at the time of such surrender, the
amount of any cash payable in lieu of a fractional share of CFW Common Stock
to which such holder is entitled pursuant to Section 2.1(d) and the amount of
dividends or other distributions with a record date after the Effective Time
of the Merger theretofore declared with respect to each whole share of CFW
Common Stock and (ii) at the appropriate payment date, the amount of dividends
or other distributions with a record date after the Effective Time of the
Merger but prior to surrender and a payment date subsequent to surrender
payable with respect to each whole share of CFW Common Stock.

(c) No Further Ownership Rights in Company Shares. All shares of CFW Common
Stock issued upon the surrender of Certificates in accordance with the terms
of this Article II, together with any dividends payable thereon to the extent
contemplated by this Section 2.2, shall be deemed to have been exchanged and
paid in full satisfaction of all rights pertaining to the Company Shares
theretofore represented by such Certificates and there shall be no further
registration of transfers on the stock transfer books of the Surviving
Corporation of the Company Shares that were outstanding immediately prior to
the Effective Time of the Merger. If, after the Effective Time of the Merger,
Certificates are presented to the Surviving Corporation for any reason, they
shall be canceled and exchanged as provided in this Article II.

(d) No Liability. Neither CFW nor the Company nor any of their subsidiaries
shall be liable to any holder of Company Shares or CFW Common Stock, as the
case may be, for such shares (or dividends or distributions with respect
thereto) or cash (including any cash in lieu of fractional shares of CFW
Common Stock) delivered to a public official pursuant to any applicable
abandoned property, escheat or similar law.

Section 2.3. Escrow.

371,640 shares of the Merger Consideration payable pursuant to Section
2.1(c) (the "Escrow Shares") shall be deposited on the Effective Date with
Michael B. Moneymaker, as escrow agent, pursuant to an escrow agreement to be
entered into in the form attached hereto on Exhibit C (the "Escrow
Agreement"). Escrow Shares shall be released to CFW from time to time to
satisfy Escrow Losses for which CFW is entitled to indemnification or
reimbursement in accordance with Article IX hereof. The aggregate number of
Escrow Shares released to CFW shall be equal to the lesser of (X) the quotient
of (i) Escrow Losses (as defined in Section 9.1) theretofore suffered or
incurred by CFW or its affiliates divided by (ii) the average closing sale
price per share of CFW Common Stock on the Nasdaq National Market for the 20
trading days prior to each date Escrow Shares are released from escrow to CFW
or (Y) the total number of Escrow Shares. The Escrow Agreement shall contain
such additional terms and conditions regarding the administration of the
escrow and delivery of Escrow Shares as the Company and CFW consider necessary
or desirable and upon which they shall reasonably agree and that are
consistent with the treatment of the Merger as a reorganization under Section
368(a) of the Code. Each beneficial holder of the Escrow Shares shall be
entitled to receive dividends and to exercise voting rights with respect to
the whole number of Escrow Shares held by the Escrow Agent for the holder's
account.

Unless CFW earlier instructs the Escrow Agent to terminate the escrow and
release the Escrow Shares, (i) one-half of the Escrow Shares, less that number
released to CFW in accordance with the preceding paragraph, shall be
distributed to the beneficial holders thereof on the second anniversary of the
Closing Date; and (ii) the escrow shall terminate and the Escrow Shares
remaining in escrow shall be distributed to the beneficial holders three years
after the filing of the federal income tax return for the last period covering
the Company's operations prior to the Effective Time or April 15, 2004,
whichever first occurs. Notwithstanding the foregoing, if at the time Escrow
Shares are to be released and distributed to the beneficial holders thereof
any claim has then been

A-4
<PAGE>

made that could result in Escrow Losses or CFW asserts the reasonable prospect
that it could incur Escrow Losses, supported by written notice describing with
reasonable specificity the facts giving rise to such assertion, there shall be
withheld from the distribution that number of Escrow Shares necessary to cover
any Escrow Losses resulting from such pending claims or prospective Escrow
Losses. Such Escrow Shares shall either be (i) released to CFW or (ii)
distributed to the beneficial holders thereof as determined upon final
resolution of such claims.

CFW will issue, or cause to be issued, to the Escrow Agent instructions to
release or retain Escrow Shares only in the event, and only in an amount and
to the extent, that CFW determines, in good faith, that it is entitled to or
may be entitled to indemnification or reimbursement under Article IX hereof.
Should such instructions be issued by CFW and thereafter CFW, acting in good
faith, determines that it is not entitled to such indemnification or
reimbursement, then CFW shall promptly and appropriately modify such
instructions by written notice to the Escrow Agent and the Shareholders'
Representative.

No fractional shares shall be distributed from the escrow. In lieu of
receiving a fractional share, CFW will redeem the fractional share and pay the
beneficial holder thereof cash calculated in accordance with Section 2.1(d) of
the Merger Agreement (determined as if the distribution date were the
Effective Time of the Merger).

Section 2.4. Anti-Dilution Provisions.

In the event CFW changes the number of shares of CFW Common Stock issued and
outstanding prior to the Effective Date as a result of a stock split, stock
dividend, recapitalization or similar transaction with respect to the
outstanding CFW Common Stock and the record date therefor shall be prior to
the Effective Time, the Exchange Ratio shall be proportionately adjusted.

ARTICLE III

Representations and Warranties

Section 3.1. Representations and Warranties of the Company.

The Company represents and warrants to, and agrees with, CFW and Combination
Company as follows, subject to any matters disclosed in the Disclosure
Schedule of the Company provided to CFW on the date hereof (the "Company
Disclosure Schedule") and except as expressly contemplated by this Agreement:

(a) Organization; Standing and Power. The Company is a corporation duly
organized, validly existing and in good standing under the laws of the
Commonwealth of Virginia and has the requisite corporate power and
authority to carry on its business as now being conducted. The Company is
duly qualified to do business and is in good standing in each jurisdiction
in which the nature of its business or the ownership or leasing of its
properties makes such qualification necessary, other than in such
jurisdictions where the failure to be so qualified to do business or in
good standing (individually, or in the aggregate) would not have a Material
Adverse Effect on the Company and its subsidiaries, taken as a whole.

(b) Subsidiaries; Other Investments. Except as set forth in Section
3.1(b) of the Company Disclosure Schedule, the Company does not own,
directly or indirectly, any capital stock or other ownership interest in
any Person. Section 3.1(b) of the Company Disclosure Schedule contains a
complete and accurate list of the Company's direct and indirect
subsidiaries. The Company's subsidiaries are all corporations and are duly
organized, validly existing and in good standing under the laws of their
respective jurisdictions of incorporation and have the requisite corporate
power and authority to carry on their respective businesses as they are now
being conducted and to own, operate and lease the assets they now own,
operate or hold under lease. The Company's subsidiaries are duly qualified
to do business and are in good standing in each jurisdiction in which the
nature of their respective businesses or the ownership or leasing of their
respective properties makes such qualification necessary, other than in
such jurisdictions where the failure to be so qualified or in good standing
would not have a Material Adverse Effect on the Company and its
subsidiaries,

A-5
<PAGE>

taken as a whole. Except as set forth in Section 3.1(b) of the Company
Disclosure Schedule, all the outstanding shares of capital stock of the
Company's subsidiaries are owned by the Company or its subsidiaries and
have been duly authorized and validly issued and are fully paid and non-
assessable and were not issued in violation of any preemptive rights or
other preferential rights of subscription or purchase of any Person other
than those that have been waived or otherwise cured or satisfied. Except as
may be set forth in Section 3.1(e) of the Company Disclosure Schedule, all
such stock and ownership interests are owned of record and beneficially by
the Company or by a direct or indirect wholly owned subsidiary of the
Company, free and clear of all liens, pledges, security interests, charges,
claims, rights of third parties and other encumbrances of any kind or
nature ("Liens").

(c) Capital Structure. The authorized capital stock of the Company
consists of 100,000 shares of common stock, $10.00 par value ("Company
Common Stock"), of which 61,663 shares of Company Common Stock are issued
and outstanding, including the Abandoned Shares. No other shares of capital
stock or other equity or voting securities of the Company are reserved for
issuance or outstanding, except on September 14, 1981, the Company reserved
for issuance in connection with the merger of its subsidiary into Roanoke &
Botetourt Telephone Company 436 shares more than were required for the
merger transaction. All outstanding shares of capital stock of the Company
are validly issued, fully paid and nonassessable and not subject to
preemptive rights. All of such issued and outstanding shares of capital
stock of the Company were offered and sold in compliance with all
applicable state and Federal securities laws, rules and regulations. Except
with respect to the Abandoned Shares, there are no outstanding or
authorized securities, options, warrants, calls, rights, commitments,
preemptive rights, agreements, arrangements or undertakings of any kind to
which the Company or any of its subsidiaries is a party, or by which any of
them is bound, obligating the Company or any of its subsidiaries to issue,
deliver or sell, or cause to be issued, delivered or sold, any shares of
capital stock or other equity or voting securities of, or other ownership
interests in, the Company or any of its subsidiaries or obligating the
Company or any of its subsidiaries to issue, grant, extend or enter into
any such security, option, warrant, call, right, commitment, agreement,
arrangement or undertaking. Except for the Voting Agreements, there are not
as of the date hereof and there will not be at the Effective Time of the
Merger any registration rights agreements, shareholder agreements, voting
trusts or other agreements or understandings to which the Company is a
party or by which it is bound relating to the voting of any shares of the
capital stock of the Company. There are no restrictions on the Company with
respect to voting the stock of any of its subsidiaries.

(d) Authority; Non-Contravention. The Board of Directors of the Company
has approved the Merger and this Agreement and declared the Merger and this
Agreement to be in the best interests of the Company. The Company has the
requisite corporate power and authority to enter into this Agreement and,
subject to approval of the Merger and this Agreement by the holders of more
than two-thirds of the outstanding Company Shares as of the record date for
the Company Shareholders Meeting ("Company Shareholder Approval"), to
consummate the transactions contemplated hereby. The execution and delivery
of this Agreement by the Company and the consummation by the Company of the
transactions contemplated hereby have been duly authorized by all necessary
corporate action on the part of the Company, subject to Company Shareholder
Approval. This Agreement has been duly and validly executed and delivered
by the Company and constitutes a valid and binding obligation of the
Company, enforceable against the Company in accordance with its terms,
except that (i) such enforcement may be subject to bankruptcy, insolvency,
reorganization, moratorium or other similar laws or judicial decisions now
or hereafter in effect relating to creditors' rights generally, (ii) the
remedy of specific performance and injunctive relief may be subject to
equitable defenses and to the discretion of the court before which any
proceeding therefor may be brought and (iii) the enforceability of any
indemnification provision contained herein may be limited by applicable
federal or state securities laws. The execution, delivery and performance
of this Agreement by the Company do not, and the consummation of the
transactions contemplated hereby and compliance with the provisions hereof
will not, conflict with, or result in any violation of, or default (with or
without notice or lapse of time, or both) under, or give rise to a right of
termination, cancellation or acceleration of or "put" right with respect to
any obligation or to loss of a material benefit under, or result in the
creation of any Lien, upon any of the properties or assets of the Company
or any of its subsidiaries under, any provision of (i) the

A-6
<PAGE>

Articles of Incorporation or the Company or any provision of the comparable
organizational documents of its subsidiaries, (ii) subject to receipt of
regulatory and other third-party consents (which the Company has no reason
to believe will not be readily available), any loan or credit agreement,
note, bond, mortgage, indenture, lease, or other agreement, instrument,
permit, concession, franchise or license applicable to the Company or any
of its subsidiaries or their respective properties or assets or (iii)
subject to the governmental filings and other matters referred to in the
following sentence, any judgment, order, decree, statute, law, ordinance,
rule or regulation or arbitration award applicable to the Company or any of
its subsidiaries or their respective properties or assets other than, in
the case of clauses (ii) and (iii), any such conflicts, violations,
defaults, rights or Liens that individually or in the aggregate would not
have a Material Adverse Effect on the Company and its subsidiaries, taken
as a whole, and would not materially impair the ability of the Company to
perform its obligations hereunder or prevent the consummation of any of the
transactions contemplated hereby. No consent, approval, order or
authorization of, or registration, declaration or filing with, any court,
administrative agency or commission or other governmental authority or
agency, domestic or foreign, including local authorities (a "Governmental
Entity") or other Person, is required by or with respect to the Company or
any of its subsidiaries in connection with the execution and delivery of
this Agreement by the Company or the consummation by the Company of the
transactions contemplated hereby, except for (i) the approval of the SCC
with respect to the change in control of the Company, (ii) the approval of
the Federal Communications Commission ("FCC") with respect to the change in
control of the Company, (iii) the filing by the Company of a pre-merger
notification and report form under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended (the "HSR Act") and the expiration or
termination of the waiting period thereunder, (iv) the filing with the SEC
of (A) a joint proxy statement relating to the Company Shareholder Approval
and the CFW Shareholder Approval (as defined in Section 3.2(c)) (such proxy
statement as amended or supplemented from time to time, the "Joint Proxy
Statement") and (B) the Registration Statement (as defined in Section
5.1(a)), (v) Company Shareholder Approval and (vi) the filing of the
Articles of Merger with and approval by the SCC with respect to the Merger
as provided in the VSCA and appropriate documents with the relevant
authorities of other states in which the Company is qualified to do
business.

(e) Material Contracts. Section 3.1(e) of the Company Disclosure Schedule
lists all written or oral contracts, agreements, leases, instruments or
legally binding contractual commitments ("Contracts") that are of a type
described below (collectively, the "Material Contracts"):

(i) Any Contract with a customer of the Company or with any entity
that purchases goods or services from the Company for consideration
paid to the Company of $100,000 or more in any fiscal year;

(ii) any Contract for capital expenditures or the acquisition or
construction of fixed assets in excess of $100,000;

(iii) any Contract for the purchase or lease of goods or services
(including without limitation, equipment, materials, software,
hardware, supplies, merchandise, parts or other property, assets or
services), requiring aggregate future payments in excess of $100,000,
other than standard inventory purchase orders executed in the ordinary
course of business;

(iv) any Contract relating to the borrowing of money or guaranty of
indebtedness;

(v) any collective bargaining or other arrangement with any labor
union;

(vi) any Contract granting a first refusal, first offer or similar
preferential right to purchase or acquire any of the Company's capital
stock or assets;

(vii) any Contract limiting, restricting or prohibiting the Company
from conducting business anywhere in the United States or elsewhere in
the world or any Contract limiting the freedom of the Company to engage
in any line of business or to compete with any other Person;

(viii) any joint venture or partnership Contract;

A-7
<PAGE>

(ix) Any Contracts requiring future payments of $100,000; and

(x) any written employment Contract, severance agreement or other
similar binding agreement or policy with any employee.

The Company has made available to CFW a true and complete copy of each
written Material Contract (and a written description of each oral Material
Contract), including all amendments or other modifications thereto. Except
as set forth on Section 3.1(e) of the Company Disclosure Schedule, each
Material Contract is a valid and legally binding obligation of the Company,
enforceable against the Company in accordance with its terms, subject only
to bankruptcy, reorganization, receivership or other laws affecting
creditors' rights generally and general principles of equity (whether
applied in an action at law or in equity). Except as set forth on Section
3.1(e) of the Company Disclosure Schedule, the Company is in substantial
compliance with all obligations required to be performed by it under the
Material Contracts, and the Company is not in breach or default thereunder
in any material respect.

(f) Financial Statements. The Company has delivered to CFW copies of the
audited consolidated statements of financial condition, results of
operations and cash flows of the Company as of and for the periods ended
December 31, 1999, December 31, 1998 and December 31, 1997 and the
unaudited consolidated statements of financial condition, results of
operations and cash flows of the Company as of and for the periods ended
March 31, 2000 and March 31, 1999 (the "Company Financial Statements"),
which Company Financial Statement for the period ended March 31, 2000 have
been reviewed by McGladrey & Pullen, LLP in accordance with SAS-71. Except
as disclosed in the notes to the Company Financial Statements or Section
3.1(f) of the Company Disclosure Schedule, the Company Financial Statements
taken as a whole present fairly in accordance with generally accepted
accounting principles ("GAAP"), in all material respects, the consolidated
financial condition, results of operations and cash flows of the Company,
as of the dates, and for the periods indicated.

(g) Information Supplied. None of the information supplied or to be
supplied by the Company for inclusion in (i) the Registration Statement
will, at the time the Registration Statement is filed with the SEC, and at
any time it is amended or supplemented or at the time it becomes effective
under the Securities Act of 1933, as amended (the "Securities Act"),
contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the
statements therein not misleading, and (ii) the Joint Proxy Statement will,
at the date the Joint Proxy Statement is first mailed to the Company's and
CFW's shareholders and at the time of the Company Shareholders Meeting and
CFW's Shareholders Meeting, contain any untrue statement of a material fact
or omit to state any material fact required to be stated therein or
necessary in order to make the statements therein, in light of the
circumstances under which they are made, not misleading. The Joint Proxy
Statement, as it relates to the Company Shareholders Meeting, will comply
as to form in all material respects with the applicable requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the
rules and regulations thereunder, except that no representation or warranty
is made by the Company with respect to statements made or incorporated by
reference therein based on information supplied by CFW for inclusion or
incorporation by reference therein.

(h) Absence of Certain Changes or Events. Except as disclosed in Section
3.1(h) of the Company Disclosure Schedule, since December 31, 1999, the
Company has conducted its business only in the ordinary course consistent
with past practice, and there has not been (i) as of the date hereof, any
Material Adverse Change with respect to the Company; (ii) any declaration,
setting aside or payment of any dividend (whether in cash, stock or
property) with respect to any of the Company's capital stock; (iii) (A) any
granting by the Company or any of its subsidiaries to any executive officer
of the Company or any of its subsidiaries of any increase in compensation,
except in the ordinary course of business consistent with prior practice or
as was required under employment agreements described in Section 3.1(e) to
the Company Disclosure Schedule, (B) any granting by the Company or any of
its subsidiaries to any such executive officer of any increase in severance
or termination pay, except as was required under employment, severance or
termination agreements listed in Section 3.1(e) to the Company Disclosure
Schedule, true copies of which

A-8
<PAGE>

have been provided to CFW, or (C) any entry by the Company or any of its
subsidiaries into any employment, severance or termination agreement with
any such executive officer; (iv) any amendment of any material term of any
outstanding equity security of the Company or any subsidiary; (v) any
repurchase, redemption or other acquisition by the Company or any
subsidiary of any outstanding shares of capital stock or other equity
securities of, or other ownership interests in, the Company or any
subsidiary, except as contemplated by any "Company Benefit Plans" (as
defined in Section 3.1(s)(i)); (vi) any material damage, destruction or
other property loss, whether or not covered by insurance; or (vii) any
change in accounting methods, principles or practices by the Company
materially affecting its assets, liabilities or business, except insofar as
may have been required by a change in GAAP.

(i) State Takeover Statutes; Anti-Takeover Provisions. The provisions of
Article 14 and Article 14.1 of the VSCA do not apply to the Company. The
Company has taken all actions with respect to any anti-takeover provisions
of the Company's Bylaws or Articles of Incorporation necessary to enter
into and consummate the Merger on the terms set forth in this Agreement.

(j) Brokers. Except for BB&T Capital Markets, a division of Scott &
Stringfellow, Inc. (the "Company Financial Advisor"), whose fees are to be
paid by the Company, no broker, investment banker or other Person is
entitled to receive from the Company or any of its subsidiaries any
investment banking, broker's, finder's or similar fee or commission in
connection with this Agreement or the transactions contemplated hereby,
including any fee for any opinion rendered by any investment banker. The
engagement letter dated April 10, 2000, between the Company and the Company
Financial Advisor provided to CFW prior to the date of this Agreement
constitutes the entire understanding of the Company and the Company
Financial Advisor with respect to the matters referred to therein, and has
not been amended or modified, nor will it be amended or modified prior to
the Effective Time of the Merger.

(k) Litigation. Except as disclosed in Section 3.1(k) of the Company
Disclosure Schedule, there is no claim, suit, action, proceeding or
investigation ("Litigation") pending or, to the Company's knowledge,
threatened against or affecting the Company or any of its subsidiaries or
that could prevent or materially delay the ability of the Company to
consummate the transactions contemplated by this Agreement, nor is there
any judgment, decree, injunction, rule or order of any Governmental Entity
or arbitrator outstanding against the Company or any of its subsidiaries
having, or which, insofar as reasonably can be foreseen, in the future
could have, any such effect.

(l) Taxes.

(i) Except as set forth on Section 3.1(l) of the Company Disclosure
Schedule:

(A) the Company and its subsidiaries are members of the affiliated
group, within the meaning of Section 1504(a) of the Code, of which
the Company is the common parent: such affiliated group files a
consolidated federal income Tax Return; and neither the Company, any
of its subsidiaries, any of its former subsidiaries, nor any entity
to whose liabilities the Company or any of its subsidiaries or any
of its former subsidiaries has succeeded, has ever filed a
consolidated federal income Tax Return with (or been included in a
consolidated return of) a different affiliated group;

(B) each of the Company, its subsidiaries and its former
subsidiaries has filed or caused to be filed all Tax Returns
required to have been filed by or for it, and all information set
forth in such Tax Returns is correct and complete in all material
respects;

(D) there are no unpaid Taxes due and payable by the Company, its
subsidiaries or its former subsidiaries or by any other person that
are or could become a lien on any asset of the Company, or otherwise
materially adversely affect the business, properties or financial
condition, of the Company, any of its subsidiaries or any of its
former subsidiaries;

A-9
<PAGE>

(E) each of the Company, its subsidiaries and its former
subsidiaries is in material compliance with, and the records of each
of them contain all information and documents (including, without
limitation, properly completed IRS Forms W-9) necessary to comply
with, all applicable Tax information reporting and Tax withholding
requirements;

(F) each of the Company, its subsidiaries and its former
subsidiaries has collected or withheld all amounts required to be
collected or withheld by it for any Taxes, and all such amounts have
been paid to the appropriate governmental agencies or set aside in
appropriate accounts for future payment when due;

(G) the Company Financial Statements fully and properly reflect,
as of their dates, the liabilities of the Company and its
subsidiaries and (insofar as the Company or any of its subsidiaries
may be liable therefor) the former subsidiaries for all Taxes for
all periods ending on or before such dates, and the books and
records of the Company and its subsidiaries fully and properly
reflect all liabilities for Taxes for all periods after March 31,
2000;

(H) none of the Company or its subsidiaries has granted (nor is
any of them subject to) any waiver currently in effect of the period
of limitations for the assessment of Tax, no unpaid Tax deficiency
has been asserted against or with respect to any of the Company or
its subsidiaries or (insofar as the Company or any of its
subsidiaries may be liable therefor) the former subsidiaries by any
taxing authority, and there is no pending examination,
administrative or judicial proceeding, or deficiency or refund
litigation, with respect to any Taxes of the Company or any of its
subsidiaries or (insofar as the Company or any of its subsidiaries
may be liable therefor) any of the former subsidiaries;

(I) none of the Company or its subsidiaries has made or entered
into, or holds any asset subject to, a consent filed pursuant to
Section 341(f) of the Code and the regulations thereunder or a "safe
harbor lease" subject to former Section 168(f)(8) of the Internal
Revenue Code of 1954, as amended before the Tax Reform Act of 1984,
and the regulations thereunder;

(J) none of the Company or its subsidiaries is required to include
in income any amount from an adjustment pursuant to Section 481 of
the Code or the regulations thereunder or any similar provision of
state law;

(K) other than the Salary Agreements referred to in Section 6.2(j)
and any agreements entered into in connection with this Agreement,
none of the Company or its subsidiaries is a party to, or obligated
under, any agreement or other arrangement providing for the payment
of any amount that would be an "excess parachute payment" under
Section 280G of the Code;

(L) there are no excess loss accounts or deferred intercompany
gains with respect to any member of the affiliated group of which
the Company is the common parent or any subgroup thereof;

(M) neither the Company, any of its subsidiaries nor any of its
former subsidiaries has distributed to its stockholders or security
holders stock or securities of a controlled corporation in a
transaction to which Section 355(a) of the Code applies;

(N) none of the Company or its subsidiaries is, or has been at any
time within the last five years, a "United States real property
holding corporation" for purposes of Section 897 of the Code.

(ii) The Company has made available to CFW all information relating
to all Tax elections, consents and agreements made by or affecting any
of the Company and its subsidiaries that will be in effect after the
Closing Date (prior to the Closing Date, the Company shall amend
Section 3.1(l) of the Company Disclosure Schedule to contain such Tax
information as CFW identifies with specificity and in writing that it
wishes to be disclosed), all material types of Taxes paid and Tax
Returns filed by or on behalf of the Company and its subsidiaries, and
all examinations, administrative or judicial

A-10
<PAGE>

proceedings, and litigation with respect to any Taxes of the Company,
any of its subsidiaries or any of its former subsidiaries.

(iii) As used herein, "Tax" or "Taxes" shall mean all taxes of any
kind, including, without limitation, those on or measured by or
referred to as income, gross receipts, sales, use, ad valorem,
franchise, profits, license, withholding, payroll, employment,
estimated, excise, severance, stamp, occupation, premium, value added,
property or windfall profits taxes, customs, duties or similar fees,
assessments or charges of any kind whatsoever, together with any
interest and any penalties, additions to tax or additional amounts
imposed by any Governmental Entity, domestic or foreign. As used
herein, "Tax Return" shall mean any return, report, statement or
information required to be filed with any Governmental Entity with
respect to Taxes.

(m) Compliance with Laws. The Company and its subsidiaries hold all
permits, licenses, variances, exemptions, orders, franchises and approvals
of all Governmental Entities (the "Company Permits") that are required for
the conduct of its business as presently conducted. The Company and its
subsidiaries are in compliance with the terms of the Company Permits.
Except as set forth on Section 3.1(m) of the Company Disclosure Schedule,
neither the Company nor any of its subsidiaries has violated or failed to
comply with, nor has it received any written notice of any alleged material
violation of or material failure to comply with, any statute, law,
ordinance, regulation, rule, permit or order of any Governmental Entity,
any arbitration award or any judgment, decree or order of any court or
other Governmental Entity, applicable to the Company or any of its
subsidiaries or their respective businesses, assets or operations.

(n) Intellectual Property.

(i) Set forth on Section 3.1(n)(i) of the Company Disclosure Schedule
is a true and complete list of the intellectual property of the
Company. The Company owns, or possesses adequate licenses or other
valid rights to use, all existing United States and foreign patents,
trademarks, trade names, service marks, copyrights, trade secrets and
applications therefor as set forth on Section 3.1(n)(i) of the Company
Disclosure Schedule (the "Company Intellectual Property Rights").

(ii) Except as set forth on Section 3.1(n)(ii) of the Company
Disclosure Schedule, the Company has not received communications
alleging (and, to the knowledge of the Company, is not aware of any
facts that could reasonably be expected to lead to an allegation) that
the Company does not have valid title to the Company Intellectual
Property Rights.

(iii) Except as set forth in Section 3.1(n)(iii) of the Company
Disclosure Schedule, the conduct of the business of the Company as now
conducted does not, to the knowledge of the Company, infringe any valid
patents, trademarks, trade names, service marks or copyrights of
others. The consummation of the transactions completed hereby will not
result in the loss or impairment of any Company Intellectual Property
Rights.

(iv) The Company has taken steps it believes appropriate to protect
and maintain its trade secrets as such, except in cases where the
Company has elected to rely on patent or copyright protection in lieu
of trade secret protection.

(o) No Default. Neither the Company nor any of its subsidiaries is in
default or violation (and no event has occurred which, with notice or the
lapse of time or both, would constitute a default or violation) of any
material term, condition or provision of (i) in the case of the Company and
its subsidiaries, their respective charter and bylaws, (ii) except as
disclosed in the Company Disclosure Schedule, any material note, bond,
mortgage, indenture, license, agreement or other instrument or obligation
to which the Company or any of its subsidiaries is now a party or by which
the Company or any of its subsidiaries or any of their respective
properties or assets may be bound or (iii) any order, writ, injunction,
decree, statute, rule or regulation applicable to the Company or any of its
subsidiaries.

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<PAGE>

(p) Opinion of Company Financial Advisors. The Company has received an
opinion from the Company Financial Advisor to the effect that, as of the
date of this Agreement, the Exchange Ratio is fair to the holders of the
Company Shares from a financial point of view.

(q) Transactions With Affiliates. Except as set forth in Section 3.1(q)
of the Company Disclosure Schedule, or as contemplated by this Agreement,
since December 31, 1999, the Company has not, in the ordinary course of
business or otherwise, purchased, leased or otherwise acquired any material
property or assets or obtained any material services from, or sold, leased
or otherwise disposed of any material property or assets or provided any
material services to (except with respect to remuneration for services
rendered as a director, officer or employee of the Company in the ordinary
course), (i) any employee of the Company, (ii) any shareholder of the
Company, (iii) any Person, firm or corporation that directly or indirectly
controls, is controlled by or is under common control with the Company, or
(iv) any member of the immediate family of any of the foregoing persons
(collectively, "Company Affiliates"). Except as set forth in Section 3.1(q)
of the Company Disclosure Schedule, (a) the Company's Material Contracts do
not include any obligation or commitment between the Company and any
Company Affiliate, (b) the assets of the Company do not include any
receivable or other obligation or commitment from a Company Affiliate to
the Company and (c) the liabilities reflected on the Company Financial
Statements do not include any obligation or commitment to any Company
Affiliate.

(r) Licenses. All licenses issued by the FCC and any applicable state
agencies (the "Licenses") required for the operation of the business of the
Company are in full force and effect and there are no pending
modifications, amendments or revocation proceedings which would adversely
affect the operations of the Company. All fees due and payable to
governmental authorities pursuant to the rules governing the Licenses have
been paid and no event has occurred with respect to the Licenses held by
the Company which, with the giving of notice or the lapse of time or both,
would constitute grounds for revocation thereof. The Company is in
compliance in all material respects with the terms of the Licenses, as
applicable, and there is no condition, event or occurrence existing, nor is
there any proceeding being conducted of which the Company has received
notice, nor, to the Company's knowledge, is there any proceeding
threatened, by any Governmental Entity, which would cause the termination,
suspension, cancellation or nonrenewal of any of the Licenses, or the
imposition of any penalty or fine by any regulatory authority.

(s) Employee Benefit Matters.

(i) Benefit Plans. Section 3.1(s) of the Company Disclosure Schedule
contains a true and complete list of (A) all employee welfare benefit
and employee pension benefit plans as defined in sections 3(1) and 3(2)
of the Employee Retirement Income Security Act of 1974, as amended
("ERISA"), including, but not limited to, plans that provide retirement
income or result in a deferral of income by employees for periods
extending to termination of employment or beyond, and plans that
provide medical, surgical, or hospital care benefits or benefits in the
event of sickness, accident, disability, death or unemployment and (B)
all other employee benefit agreements or arrangements, including
without limitation deferred compensation plans, incentive plans, bonus
plans or arrangements, stock option plans, stock purchase plans, stock
award plans, golden parachute agreements, severance pay plans,
dependent care plans, cafeteria plans, employee assistance programs,
scholarship programs, employee discount programs, employment contracts,
retention incentive agreements, noncompetition agreements, consulting
agreements, confidentiality agreements, vacation policies, and other
similar plans, agreements and arrangements that are currently in effect
as of the date of this Agreement, or have been approved before this
date but are not yet effective, for the benefit of any director,
officer, employee or former employee (or any of their beneficiaries) of
the Company or any of its subsidiaries (collectively, a "Company
Beneficiary"), or with respect to which the Company or any of its
subsidiaries may have any liability ("Company Benefit Plans").

(ii) Disclosure of Documents. With respect to each Company Benefit
Plan, the Company has heretofore made available to CFW, as applicable,
complete and correct copies of each of the following documents which
the Company has prepared or has been required to prepare:

A-12
<PAGE>

(A) the Company Benefit Plans and any amendments thereto (or if a
Company Benefit Plan is not a written agreement, a description
thereof);

(B) the three most recent annual Form 5500 reports filed with the
Internal Revenue Service (the "IRS");

(D) the three most recent annual Form 990 and 1041 reports filed
with the IRS;

(E) the three most recent actuarial reports;

(F) the three most recent reports prepared in accordance with
Statement of Financial Accounting Standards No.106;

(G) the most recent summary plan description and summaries of
material modifications thereto;

(H) the trust agreement, group annuity contract or other funding
agreement that provides for the funding of the Company Benefit Plan;

(I) the most recent financial statement;

(J) the most recent determination letter received from the IRS;
and

(K) any agreement pursuant to which the Company or any
subsidiaries is obligated to indemnify any person.

(iii) Contributions and Payments. All contributions and other
payments required to have been made by the Company or any entity
(whether or not incorporated) that is treated as a single employer with
the Company under Section 414 of the Code (a "Company ERISA Affiliate")
with respect to any Company Benefit Plan (or to any person pursuant to
the terms thereof) have been or will be timely made and all such
amounts properly accrued through the date of the Company Financial
Statements have been reflected therein.

(iv) Qualification; Compliance. The terms of all Company Benefit
Plans that are intended to be "qualified" within the meaning of Section
401(a) of the Code have been determined by the IRS to be so qualified
or the applicable remedial periods will not have ended prior to the
Effective Time of the Merger. Except as disclosed in Section 3.1(s) of
the Company Disclosure Schedule, no event or condition exists or has
occurred that could cause the IRS to disqualify any Company Benefit
Plan that is intended to be qualified under Section 401(a) of the Code.
Except as disclosed in Section 3.1(s) of the Company Disclosure
Schedule, with respect to each Company Benefit Plan, the Company and
each Company ERISA Affiliate are in compliance in all material respects
with, and each Company Benefit Plan and related source of benefit
payment is and has been operated in compliance with, its terms, all
applicable laws, rules and regulations governing such plan or source,
including, without limitation, ERISA, the Code and applicable local
law. To the knowledge of the Company, except as set forth in Section
3.1(s) of the Company Disclosure Schedule, no Company Benefit Plan is
subject to any ongoing audit, investigation, or other administrative
proceeding of the IRS, the DOL, or any other federal, state, or local
governmental entity or is scheduled to be subject to such an audit
investigation or proceeding.

(v) Liabilities. With respect to each Company Benefit Plan, to the
knowledge of the Company, there exists no condition or set of
circumstances that could subject the Company or any Company ERISA
Affiliate to any liability arising under the Code, ERISA or any other
applicable law (including, without limitation, any liability to or
under any such plan or under any indemnity agreement to which the
Company or any Company ERISA Affiliate is a party), which liability,
excluding liability for benefit claims and funding obligations, each
payable in the ordinary course, could reasonably be

A-13
<PAGE>

expected to have a Material Adverse Effect on the Company. No claim,
action or litigation has been made, commenced or, to the knowledge of
the Company, threatened, by or against and Company Benefit Plan or the
Company or any of its subsidiaries with respect to any Company Benefit
Plan (other than for benefits in the ordinary course) that could
reasonably be expected to have a Material Adverse Effect on the
Company.

(vi) Retiree Welfare Plans. Except as disclosed in Section 3.1(s) of
the Company Disclosure Schedule, no Company Benefit Plan that is a
"welfare benefit plan" (within the meaning of Section 3(1) of ERISA)
provides benefits for any retired or former employees (other than as
required under the Consolidated Omnibus Budget Reconciliation Act of
1985, as amended, or other applicable state or local law that
specifically mandates continued health coverage).

(vii) Payments Resulting from Merger. The consummation or
announcement of any transaction contemplated by this Agreement will not
(either alone or in conjunction with another event, including
termination of employment) result in (A) any payment (whether of
severance pay or otherwise) becoming due from the Company or any of its
subsidiaries to any Company Beneficiary or to the trustee under any
"rabbi trust" or similar arrangement, or (B) any benefit under any
Company Benefit Plan being established or increased, or becoming
accelerated, vested or payable.

(viii) Defined Benefit Pension Plans. Neither the Company nor any
entity that was at any time during the six-year period ending on the
date of this Agreement a Company ERISA Affiliate has ever maintained,
had an obligation to contribute to, contributed to, or had any
liability with respect to any plan that is or was a pension plan (as
defined in Section 3(2) of ERISA) that is or was subject to Title IV of
ERISA.

(t) Labor Matters. With respect to employees of the Company:

(i) The Company is and has been since January 1, 1995 in substantial
compliance with all applicable laws governing employment and employment
practices, terms and conditions of employment and wages and hours,
including without limitation any such laws respecting employment
discrimination, and the Company has not engaged in any unfair labor
practice.

(ii) There is no unfair labor practice charge, litigation,
arbitration proceeding, governmental investigation, citation or action
of any kind pending or, to the knowledge of the Company, proposed or
threatened against the Company relating to employment, employment
practices, terms and conditions of employment or wages and hours.

(iii) The Company has no collective bargaining relationship or duty
to bargain with any labor union or organization, and the Company has
not recognized any labor union or organization as the collective
bargaining representative of any of its employees relating to the
businesses of the Company.

(iv) The Company and its subsidiaries have obtained all material
licenses, permits and other authorizations and have taken all actions
required by applicable law or government regulations in connection with
their business as now conducted.

(u) Environmental Matters.

(i) When used in this Section 3.1(u):

(A) "Environmental Laws" shall mean any and all federal, state or
local laws, rules, orders, regulations, statutes, common law,
ordinances, codes, decrees or requirements of any governmental
authority regulating, relating to or imposing liability or standards
of conduct concerning any Regulated Materials or environmental
protection or human health as affected by Regulated Materials as in
effect as of the Effective Time of the Merger or at any time in the
past;

(B) "Regulated Materials" shall mean any hazardous material,
hazardous waste, infectious medical waste, hazardous or toxic
substance defined or regulated as such in or under any Environmental
Law, including, without limitation, petroleum, crude oil or
fractions thereof,

A-14
<PAGE>

petroleum products, waste or used oil, natural or synthetic gas,
materials exhibiting the characteristics of ignitability,
corrosivity, reactivity or extraction procedure toxicity, as such
terms are defined in connection with hazardous materials or
hazardous wastes or hazardous or toxic substances in any
Environmental Law; and

(C) "Release" shall have the same meaning as provided in the
Comprehensive Environmental Response, Compensation, and Liability
Act, as amended, (S) 101(22), 42 U.S.C. (S) 9601(22).

(ii) Except as set forth in Section 3.1(u) of the Company Disclosure
Schedule, the Company is now in compliance in all material respects
with all Environmental Laws, and has been in compliance with
Environmental Laws.

(iii) Except as set forth in Section 3.1(u) of the Company Disclosure
Schedule, (A) the Company has not received any formal complaint or
notice from any Governmental Entity or any other person alleging any
past or present violation of any Environmental Law in connection with
the operation of its business that is currently unresolved, (B) as of
the date hereof, there is no investigative proceeding against the
Company by any governmental authority in connection with the past or
present operation of its business, and (C) there are no claims under
the Environmental Laws involving the Company.

(iv) Except as set forth in Section 3.1(u) of the Company Disclosure
Schedule, the Company has not been subject to any administrative or
judicial enforcement action pursuant to any Environmental Law either
now or at any time during the past three years in connection with its
business or the Company.

(v) Except as set forth in Section 3.1(u) of the Company Disclosure
Schedule, the Company is not subject to any remedial obligation or
other response action under a currently issued and applicable
administrative order, decree, or agreement pursuant to any
Environmental Law.

(vi) Except as set forth in Section 3.1(u) of the Company Disclosure
Schedule, (A) no real property currently or formerly owned, leased,
operated or used by the Company (including real property used for off-
site disposal of any Regulated Material) is listed, and (B) to the
Company's knowledge, there exist no circumstances that could result in
any such property being listed, on any federal list of Superfund or
National Priorities List sites or similar governmental lists regarding
waste sites at which there has been a Release or threatened Release of
Regulated Materials.

(vii) Except as set forth in Section 3.1(u) of the Company Disclosure
Schedule, there are no (A) underground storage tanks (as defined under
the Resource Conservation and Recovery Act or any equivalent
Environmental Law), or (B) to the Company's knowledge, capacitors,
transformers or other equipment or fixtures containing polychlorinated
biphenyls ("PCBs") (other than light fixtures which contain PCBs),
located in, at, under or on the real property owned or leased by the
Company.

(viii) Except as set forth in Section 3.1(u) of the Company
Disclosure Schedule, to the Company's knowledge, there are no facts,
actions, activities, circumstances, conditions, occurrences, events or
incidents, including any Release, threatened Release, generation,
treatment, storage, transportation, or the presence of Regulated
Materials, that are likely to (A) result in any environmental
liability, or (B) prevent or interfere with the operation of the
Company's business as it is currently being conducted, in compliance
with all applicable Environmental Laws.

(v) Title to and Conditions of Properties.

(i) Each of the Company and its subsidiaries has good title to, or
valid leasehold interests in, all its properties and assets owned by
it, except for such as are no longer used or useful in the conduct of
its businesses or as have been disposed of in the ordinary course of
business an except for minor defects in title, easements, restrictive
covenants and similar encumbrances or impediments that, in the
aggregate do not and will not materially interfere with its ability to
conduct its business as currently conducted. Except as set forth on
Section 3.1(v) of the Company Disclosure Schedule, all such assets

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and properties, other than assets and properties in which the Company
or any of the subsidiaries has leasehold interests, are free and clear
of all Liens, and except for minor Liens, that, in the aggregate, do
not and will not materially interfere with the ability of the Company
or any of its subsidiaries to conduct business as currently conducted
or as reasonably expected to be conducted.

(ii) Each of the Company and each of its subsidiaries has complied in
all material respects with the terms of all leases to which it is a
party and under which it is in occupancy, and all such leases are in
full force and effect. Each of the Company and each of its subsidiaries
enjoys peaceful and undisturbed possession under all such leases.

(iii) Except as set forth on Section 3.1(v) of the Company Disclosure
Schedule, to the knowledge of the Company, the buildings and premises
of the Company and each of its subsidiaries that are used in its
business are in reasonably good operating condition and in a state of
reasonably good maintenance and repair, normal wear and tear excepted,
and are reasonably adequate and suitable for the purpose for which they
are currently being used, have access to adequate utility services
necessary for the conduct of the business. All items of operating
equipment of the Company and its subsidiaries are in reasonably good
operating condition and in a state of reasonable maintenance and
repair, ordinary wear and tear excepted.

(w) Undisclosed Liabilities. Except as set forth in Section 3.1(w) of the
Company Disclosure Schedule, at the date of the most recent Company
Financial Statements, neither the Company nor any of its subsidiaries had,
and since such date neither the Company nor any of such subsidiaries has
incurred (except in the ordinary course of business), any liabilities or
obligations of any nature (whether accrued, absolute, contingent or
otherwise), required by GAAP to be set forth on a financial statement or in
the notes thereto or which, individually or in the aggregate, could
reasonably be expected to have a Material Adverse Effect on the Company and
its subsidiaries, taken as a whole.

(x) Insurance. Section 3.1(x) of the Company Disclosure Schedule
accurately lists all insurance policies maintained by the Company. The
Company maintains insurance coverage reasonably adequate for the operation
of the business of the Company and each of its subsidiaries, and the
transactions contemplated hereby will not materially adversely affect such
coverage.

(y) Full Disclosure. No representation or warranty made by the Company
contained in this Agreement and no statement contained in any certificate
or schedule furnished or to be furnished by the Company to CFW in, or
pursuant to the provisions of, this Agreement, contains or shall contain
any untrue statement of a material fact or omits or will omit to state any
material fact necessary, in the light of the circumstances under which it
was made, in order to make statements herein or therein not misleading. Any
information fairly disclosed in any section of this Agreement or the
Company Disclosure Schedule shall constitute disclosure for purposes of all
other sections thereof.

(z) No Actual Knowledge of Breach. The Company has no actual knowledge
that CFW is in breach of any of its representations, warranties and
agreements set forth in Section 3.2 hereof. In any dispute or action
relating to this Agreement, the burden of proof with respect to this
provision shall lie with CFW.

Section 3.2. Representations and Warranties of CFW.

CFW represents and warrants to, and agrees with, the Company as follows,
except as expressly contemplated by this Agreement:

(a) Organization; Standing and Power. CFW is a corporation duly
organized, validly existing and in good standing under the laws of the
Commonwealth of Virginia and has the requisite corporate power and
authority to carry on its business as now being conducted. CFW is duly
qualified to do business and is in good standing in each jurisdiction in
which the nature of its business or the ownership or leasing of its
properties makes such qualification necessary, other than in such
jurisdictions where the failure to be so qualified to do business or in
good standing (individually or in the aggregate) would not have a Material
Adverse Effect on CFW and its subsidiaries, taken as a whole.

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(b) Capital Structure. The authorized capital stock of CFW consists of
20,000,000 shares of CFW Common Stock, without par value, and 1,000,000
shares of preferred stock, without par value ("CFW Preferred Stock"). As of
the date hereof, 13,109,703 shares of CFW Common Stock were issued and
outstanding, and no shares of CFW Preferred Stock were issued and
outstanding. All outstanding shares of capital stock of CFW are validly
issued, fully paid and nonassessable and not subject to preemptive rights.
The shares of CFW Common Stock to be issued pursuant to the terms of this
Agreement will, when issued, be validly issued, fully paid and non-
assessable and not subject to preemptive rights. Such shares of CFW Common
Stock will, when issued, be registered under the Securities Act and the
Exchange Act and will, when issued, be approved for trading on the Nasdaq
National Market.

(c) Authority; Non-Contravention. The Board of Directors of CFW has
approved the Merger and this Agreement. CFW has the requisite corporate
power and authority to enter into this Agreement and to, subject to
approval of the issuance of the shares of CFW Common Stock pursuant to this
Agreement, approval of the listing of the shares of CFW Common Stock to be
issued pursuant to this Agreement on the Nasdaq National Market, approval
of an increase in the authorized shares of CFW Common Stock to 75,000,000
and an increase by two of the number of directors on CFW's Board of
Directors by a majority of votes cast on such matters at the CFW
Shareholders Meeting (the "CFW Shareholder Approval"), consummate the
transactions contemplated hereby. The execution and delivery of this
Agreement by CFW and the consummation by CFW of the transactions
contemplated hereby have been duly authorized by all necessary corporate
action on the part of CFW, subject to CFW Shareholder Approval. This
Agreement has been duly and validly executed and delivered by CFW and
constitutes a valid and binding obligation of CFW, enforceable against CFW
in accordance with its terms, except that (i) such enforcement may be
subject to bankruptcy, insolvency, reorganization, moratorium or other
similar laws or judicial decisions now or hereafter in effect relating to
creditors' rights generally, (ii) the remedy of specific performance and
injunctive relief may be subject to equitable defenses and to the
discretion of the court before which any proceeding therefor may be brought
and (iii) the enforceability of any indemnification provision contained
herein may be limited by applicable federal or state securities laws. No
consent, approval, order or authorization of, or registration, declaration
or filing with, any Governmental Entity or other Person is required by or
with respect to CFW or any of its subsidiaries in connection with the
execution and delivery of this Agreement by CFW or the consummation by CFW
of the transactions contemplated hereby, except for (i) the approval of the
SCC with respect to the change in control of the Company, (ii) the approval
of the FCC with respect to the change in control of the Company, (iii) the
filing by CFW of a pre-merger notification and report form under the HSR
Act and the expiration or termination of the waiting period thereunder,
(iv) the filing with the SEC of (A) the Joint Proxy Statement, (B) the
Registration Statement (as defined in Section 5.1(a)), and (C) such reports
under Section 13(a) of the Exchange Act as may be required in connection
with this Agreement and the transactions contemplated hereby, (v) CFW
Shareholder Approval and (vi) the filing of the Articles of Merger with and
approval by the SCC with respect to the Merger as provided in the VSCA and
appropriate documents with the relevant authorities of other states in
which the Company is qualified to do business and such other consents,
approvals, orders, authorizations, registrations, declarations and filings
as may be required under the "takeover" or "blue sky" laws of various
states and such other consents, approvals, orders, authorizations,
registrations, declarations and filings the failure of which to be obtained
or made would not have a Material Adverse Effect on CFW and its
subsidiaries, taken as a whole.

(d) SEC Documents. CFW has filed all required reports, schedules, forms,
statements and other documents with the SEC since December 31, 1999 (such
documents, together with all exhibits and schedules thereto and documents
incorporated by reference therein collectively referred to herein as the
"CFW SEC Documents"). As of their respective dates, the CFW SEC Documents
complied in all material respects with the requirements of the Securities
Act or the Exchange Act, as the case may be, and the rules and regulations
of the SEC promulgated thereunder applicable to such CFW SEC Documents, and
none of the CFW SEC Documents contained any untrue statement of a material
fact or omitted to state a material fact required to be stated therein or
necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading. The consolidated
financial statements of CFW

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<PAGE>

included in the CFW SEC Documents complied in all material respects with
applicable accounting requirements and the published rules and regulations
of the SEC with respect thereto, have been prepared in accordance with GAAP
(except, in the case of unaudited statements, as permitted by Form 10-Q of
the SEC) applied on a consistent basis during the periods involved (except
as may be indicated in the notes thereto or, in the case of unaudited
statements, as permitted by Rule 10-01 of Regulation S-X of the SEC) and
fairly present the consolidated financial position of CFW and its
consolidated subsidiaries as of the dates thereof and the consolidated
results of their operations and cash flows for the periods then ended
(subject, in the case of unaudited statements, to normal year-end audit
adjustments and other adjustments described therein). Except as set forth
in the CFW SEC Documents, since the date of filing of such financial
statements there has been no Material Adverse Change with respect to CFW
and its subsidiaries taken as a whole.

(e) Information Supplied. None of the information supplied or to be
supplied by CFW for inclusion or incorporation by reference in (i) the
Registration Statement will, at the time the Registration Statement is
filed with the SEC, and at any time it is amended or supplemented or at the
time it becomes effective under the Securities Act, contain any untrue
statement of a material fact or omit to state any material fact required to
be stated therein or necessary to make the statements therein not
misleading, and (ii) the Joint Proxy Statement will, at the date the Joint
Proxy Statement is first mailed to the Company's and CFW's shareholders and
at the time of the Company Shareholders Meeting and CFW Shareholders
Meeting, contain any untrue statement of a material fact or omit to state
any material fact required to be stated therein or necessary in order to
make the statements therein, in light of the circumstances under which they
are made, not misleading. The Joint Proxy Statement, as it relates to the
CFW Shareholders Meeting, will comply as to form in all material respects
with the requirements of the Exchange Act and the rules and regulations
thereunder, except that no representation or warranty is made by CFW with
respect to statements made therein based on information supplied by the
Company for inclusion therein.

(f) Brokers. Other than Banc of America Securities LLC, no broker,
investment banker or other Person is entitled to receive from CFW or any of
its subsidiaries any investment banking, broker's, finder's or similar fee
or commission in connection with this Agreement or the transactions
contemplated hereby, including any fee for any opinion rendered by any
investment banker.

(g) Opinion of CFW Financial Advisor. CFW has received an opinion from
its financial advisor to the effect that, as of the date of this Agreement,
the Exchange Ratio is fair to CFW from a financial point of view.

(h) No Actual Knowledge of Breach. CFW has no actual knowledge that the
Company is in breach of any of its representations, warranties and
agreements set forth in Section 3.1 hereof. In any dispute or action
relating to this Agreement, the burden of proof with respect to this
provision shall lie with the Company.

ARTICLE IV

Covenants Relating to Conduct of Business

Section 4.1. Conduct of Business of the Company.

During the period from the date of this Agreement to the Effective Time of
the Merger (unless CFW shall otherwise consent in writing and except as
otherwise expressly contemplated or permitted by this Agreement as set forth
in Exhibit D hereto, or as set forth in the Company's 2000 Capital and
Operating Budget (the "Company Budget") as submitted in writing to CFW prior
to the date hereof), the Company will, and will cause its subsidiaries to, to
the extent permitted by this Agreement, operate their businesses in good faith
with the goal of preserving intact their assets and current business
organizations, keeping available the services of their current officers and
employees, maintaining their Material Contracts and preserving their
relationships with customers, suppliers, creditors, brokers, agents and others
having business dealings with them. Without limiting the generality of the
foregoing, and except as otherwise expressly contemplated by this Agreement as
set forth in

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<PAGE>

Exhibit D hereto, or as disclosed in the Company Budget, or as agreed to in
writing by CFW, the Company agrees as to itself and its subsidiaries that:

(i) Issuance and Redemption of Securities. The Company and its
subsidiaries shall not issue, sell or grant any shares of capital stock of
any class, or any securities or rights convertible into, exchangeable for,
or evidencing the right to subscribe for any shares of capital stock, or
any rights, warrants, options, calls, commitments or any other agreements
of any character to purchase or acquire any shares of capital stock or any
securities or rights convertible into, exchangeable for, or evidencing the
right to subscribe for, any shares of capital stock or any other securities
in respect of, in lieu of, or in substitution for, shares outstanding on
the date hereof.

(ii) Dividends. The Company shall not, nor shall it permit any of its
subsidiaries to (A) split, combine, subdivide or reclassify any shares of
its capital stock or (B) declare, set aside for payment or pay any
dividend, or make any other distribution in respect of, any of its capital
stock, or redeem or repurchase any of its capital stock or any outstanding
options, warrants or rights of any kind to acquire any shares of, or any
outstanding securities that are convertible into or exchangeable for any
shares of, capital stock of the Company or any of the Company's
subsidiaries, except for (x) dividends by a wholly owned subsidiary of the
Company to the Company or another wholly owned subsidiary of the Company
and (y) repurchases of unvested shares in connection with the termination
of a relationship with any employee, consultant or director pursuant to
stock option or purchase agreements in effect on the date hereof or
approved by CFW.

(iii) Restructuring. The Company and its subsidiaries shall not adopt a
plan of complete or partial liquidation, dissolution, merger,
consolidation, restructuring, recapitalization or other reorganization of
the Company or any subsidiary.

(iv) Governing Documents. The Company and its subsidiaries shall not
adopt any amendments to their articles or certificates, as the case may be,
of incorporation or their bylaws or alter through merger, liquidation,
reorganization, restructuring or in any other fashion the corporate
structure or ownership of the Company or any such subsidiary.

(v) Indebtedness. The Company and its subsidiaries shall not incur any
additional indebtedness for money borrowed or guarantee any such
indebtedness of another Person (other than the Company or any other
subsidiary of the Company), enter into any "keep well" or other agreement
to maintain any financial condition of another Person (other than the
Company or any subsidiary of the Company) or enter into any arrangement
having the economic effect of any of the foregoing in each case, other than
(A) in connection with the financing of ordinary course trade payables in
the ordinary course of business, (B) pursuant to existing credit facilities
in the ordinary course of business or (C) the guarantee by the Company of
any indebtedness of any subsidiary of the Company.

(vi) No Acquisitions. The Company and its subsidiaries shall not acquire
or agree to acquire (A) by merging or consolidating with, or by purchasing
a substantial portion of the assets of, or by any other manner, any
business or any corporation, limited liability company, partnership, joint
venture, association or other business organization or division thereof or
(B) any assets that, individually or in the aggregate, are material to the
Company and its subsidiaries except (without limitation of paragraph (viii)
below but subject to paragraph (ix) below), in the ordinary course of
business consistent with past practice.

(vii) No Dispositions. Except in the ordinary course of business, the
Company and its subsidiaries shall not sell, lease, license or otherwise
encumber or subject to any Lien or otherwise dispose of any of the
properties or assets of the Company or any of its subsidiaries that,
individually or in the aggregate, are material to the Company.

(viii) Capital Expenditures. The Company and its subsidiaries shall not
make or agree to make any capital expenditures.

(ix) Contracts. Except in the ordinary course of business, the Company
and its subsidiaries shall not (A) enter into any Material Contract, or (B)
modify, amend or transfer in any material respect or terminate

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<PAGE>

any Material Contract to which the Company or any of its subsidiaries is a
party or waive, release or assign any material rights or claims thereunder.

(x) Employee Matters. The Company and its subsidiaries shall not adopt or
amend (except as may be required by law) any bonus, profit sharing,
compensation, stock option, pension, retirement, deferred compensation,
employment or other employee benefit plan, agreement, trust, fund or other
arrangement (including any Company Benefit Plan) for the benefit or welfare
of any employee, director or former director or employee, increase the
compensation or fringe benefits of any officer of the Company or any of its
subsidiaries, or, except as provided in an existing Company Benefit Plan,
increase the compensation or fringe benefits of any employee or former
employee or pay any benefit not required by any existing plan, arrangement
or agreement.

(xi) Accounting Policies and Procedures. The Company and its subsidiaries
shall not make any change to their accounting methods, principles or
practices, except as may be required by GAAP.

(xii) Liens. The Company shall not, and shall not permit any of its
subsidiaries to, create, incur or assume any material Lien on any of their
material assets.

(xiii) Claims. The Company and its subsidiaries shall not settle any
material Litigation or waive, assign or release any material rights or
claims except in either case (A) in the ordinary course of business and (B)
for any such settlement which (x) would not impose either material
restrictions on the conduct of the business of the Company or any of its
subsidiaries or (y) for Litigation items settled for money, involve in the
aggregate in excess of $100,000.00 in cost to the Company or any of its
subsidiaries. The Company and its subsidiaries shall not pay, discharge or
satisfy any liabilities or obligations (absolute, accrued, asserted or
unasserted, contingent or otherwise), except in the ordinary course of
business or in accordance with their terms.

(xiv) Taxes. The Company and its subsidiaries shall not make any Tax
election or settle or compromise any material Tax liability, except in
respect of ongoing matters or in the ordinary course of business.

(xv) No Agreements. The Company and its subsidiaries shall not authorize,
recommend, propose or announce an intention to do any of the foregoing, or
agree or enter into any contract to do any of the foregoing.

(xvi) Insurance. The Company shall, and shall cause its subsidiaries to,
use commercially reasonable efforts to maintain in full force and effect
all self-insurance or insurance, as the case may be, currently in effect.

ARTICLE V

Additional Agreements

Section 5.1. Registration Statement; Joint Proxy Statement.

(a) As promptly as practicable after the execution of this Agreement, (i)
CFW and the Company shall prepare and CFW shall file with the SEC a Joint
Proxy Statement, and (ii) CFW shall prepare and file with the SEC a
registration statement on Form S-4 (together with all amendments thereto, the
"Registration Statement") in which the Joint Proxy Statement shall be included
as a prospectus in connection with the registration under the Securities Act
of the shares of CFW Common Stock to be issued to the shareholders of the
Company pursuant to the Merger. CFW and the Company shall each use its
reasonable best efforts to cause the Registration Statement to become
effective as promptly as practicable, and, prior to the effective date of the
Registration Statement, CFW shall take all or any action required under any
applicable federal or state securities laws in connection with the issuance of
shares of CFW Common Stock pursuant to the Merger. The Company shall furnish
all information concerning the Company as CFW may reasonably request in
connection with such actions and the preparation of the Registration Statement
and Joint Proxy Statement. As promptly as practicable after

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<PAGE>

the Registration Statement shall have become effective, each of CFW and the
Company shall mail the Joint Proxy Statement to its respective shareholders.

(b) (i) The Joint Proxy Statement shall include the unanimous recommendation
of the Board of Directors of the Company (except for Ira D. Layman, who is not
expected to attend the meeting) to the shareholders of the Company in favor of
approval and adoption of the Merger.

(ii) The Joint Proxy Statement shall include the unanimous recommendation of
the Board of Directors of CFW to the shareholders of CFW in favor of approval
and adoption of and approval of the issuance of the shares of CFW Common Stock
in the Merger.

(c) Except as may be required by law, no amendment or supplement to the
Joint Proxy Statement or the Registration Statement will be made by CFW or the
Company without the approval of the other party, which will not be
unreasonably withheld or delayed. CFW and the Company each will advise the
other, promptly after it receives notice thereof, of the time when the
Registration Statement has become effective or any supplement or amendment has
been filed, the issuance of any stop order, the suspension of the
qualification of the CFW Common Stock issuable in connection with the Merger
for offering or sale in any jurisdiction, any request by the SEC for amendment
of the Joint Proxy Statement or the Registration Statement or comments thereon
or requests for additional information by the SEC.

(d) CFW shall promptly prepare and submit to the Nasdaq National Market a
listing application covering the shares of CFW Common Stock issuable in the
Merger, and shall use its reasonable best efforts to obtain, prior to the
Effective Time of the Merger, approval for the listing of such CFW Common
Stock, subject to official notice of issuance, and the Company shall cooperate
with CFW with respect to such listing.

Section 5.2. Shareholders' Approvals.

(a) The Company, acting through its Board of Directors, shall, in accordance
with the provisions of this Agreement, the VSCA, any other applicable law and
its Articles of Incorporation and Bylaws, promptly and duly call, give notice
of, and convene and hold as soon as practicable following the date upon which
the Registration Statement becomes effective the Company Shareholders Meeting
for the purpose of obtaining the Company Shareholder Approval.

(b) CFW, acting through its Board of Directors, shall, in accordance with
the provisions of this Agreement, the VSCA, any other applicable law and its
Articles of Incorporation and Bylaws, promptly and duly call, give notice of,
and convene and hold as soon as practicable following the date upon which the
Registration Statement becomes effective the CFW Shareholders Meeting
(together with any Company Shareholders Meeting, the "Shareholders Meetings")
for the purpose of obtaining the CFW Shareholder Approval.

(c) CFW and the Company shall use their reasonable best efforts to solicit
from their respective shareholders proxies in favor of such approvals, and
shall take all other action necessary or advisable to secure the vote or
consent of shareholders required by the VSCA or the Nasdaq National Market, as
applicable, to obtain such approvals, in accordance with the provisions of
this Agreement.

Section 5.3. Access to Information.

Upon reasonable notice, the Company and CFW shall each (and shall cause each
of their respective subsidiaries to) afford to the officers, employees,
accountants, counsel and other representatives of the other, reasonable access
during normal business hours during the period from the date hereof to the
Effective Time of the Merger, to all of its properties, books, contracts,
commitments and records, and during such period, each of the Company and CFW
shall (and shall cause each of their respective subsidiaries to) furnish
promptly to the other (i) a copy of each report, schedule, registration
statement and other document filed or received by it during such period
pursuant to the requirements of the Exchange Act or the Securities Act
(including all comment letters

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<PAGE>

from the staff of the SEC) and (ii) all other information concerning its
business, properties and personnel as such other party may reasonably request;
provided, however, that notwithstanding the foregoing provisions of this
Section 5.3 or any other provision of this Agreement, neither the Company nor
CFW shall be required to provide to the other party any information that is
subject to a confidentiality agreement and that relates primarily to a party
other than the Company, CFW or any subsidiary or former subsidiary of the
Company or CFW. Each of the Company and CFW agrees that it will not, and it
will cause its respective representatives not to, use any information obtained
pursuant to this Section 5.3 for any purpose unrelated to the consummation of
the transactions contemplated by this Agreement. The Confidentiality Agreement
dated March 16, 2000 (the "Confidentiality Agreement"), by and between the
Company and CFW, shall apply with respect to information furnished by the
Company, CFW and their respective subsidiaries and representatives thereunder
or hereunder and any other activities contemplated thereby. The parties agree
that this Agreement and the transactions contemplated hereby shall not
constitute a violation of the Confidentiality Agreement and that the
provisions hereof shall supersede all provisions of the Confidentiality
Agreement in the event of a conflict.

Section 5.4. Reasonable Efforts; Notification.

(a) Upon the terms and subject to the conditions set forth in this
Agreement, except to the extent otherwise required by United States regulatory
considerations and otherwise provided in this Section 5.4, each of the Company
and CFW agrees to use commercially reasonable efforts to take, or cause to be
taken, all actions, and to do, or cause to be done, and to assist and
cooperate with the other parties in doing, all things necessary, proper or
advisable to consummate and make effective, in the most expeditious manner
practicable, the Merger, and the other transactions contemplated by this
Agreement, including (i) the obtaining of all necessary actions or nonactions,
waivers, consents and approvals from Governmental Entities and the making of
all necessary registrations and filings (including filings with Governmental
Entities, if any) and the taking of all reasonable steps as may be necessary
to obtain an approval or waiver from, or to avoid an action or proceeding by,
any Governmental Entity, (ii) the obtaining of all necessary consents,
approvals or waivers from third parties, (iii) the defending of any lawsuits
or other legal proceedings, whether judicial or administrative, challenging
this Agreement or the consummation of the transactions contemplated hereby,
including seeking to have any stay or temporary restraining order entered by
any court or other Governmental Entity vacated or reversed and (iv) the
execution and delivery of any additional instruments necessary to consummate
the transactions contemplated by this Agreement. Notwithstanding the
foregoing, neither the Company nor CFW shall be required to agree to any
consent, approval or waiver that would require such party to take an action
that would impair the value that such party reasonably attributes to the
Merger and the transactions contemplated thereby. In connection with and
without limiting the foregoing, the Company and its Board of Directors shall
(i) take all action reasonably necessary to ensure that no state takeover
statute or similar statute or regulation is or becomes applicable to the
Merger and (ii) if any state takeover statute or similar statute or regulation
becomes applicable to the Merger, take all action reasonably necessary to
ensure that the Merger may be consummated as promptly as practicable on the
terms contemplated by this Agreement and otherwise to minimize the effect of
such statute or regulation on the Merger.

(b) The Company shall give prompt notice to CFW, and CFW shall give prompt
notice to the Company, of (i) any representation or warranty made by it
contained in this Agreement becoming untrue or inaccurate in any material
respect or (ii) the failure by it to comply with or satisfy in any material
respect any covenant, condition or agreement to be complied with or satisfied
by it under this Agreement; provided, however, that no such notification shall
affect the representations or warranties or covenants or agreements of the
parties or the conditions to the obligations of the parties hereunder.

(c) (i) Each of the Company and CFW shall file a premerger notification and
report form under the HSR Act with respect to the Merger as promptly as
reasonably possible following execution and delivery of this Agreement. Each
of the Company and CFW agrees to use its reasonable best efforts to promptly
respond to any request for additional information pursuant to Section (e)(1)
of the HSR Act.

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(ii) Except as otherwise required by United States regulatory
considerations, each party will furnish to the other party copies of all
correspondence, filings or communications (or memoranda setting forth the
substance thereof) (collectively, "HSR Documents") between it, or any of its
respective representatives, on the one hand, and any Governmental Entity, or
members of the staff of such agency or authority, on the other hand, with
respect to this Agreement or the Merger; provided, however, that (x) with
respect to documents and other materials filed by or on behalf of such party
with the Antitrust Division of the Department of Justice, the Federal Trade
Commission, or any state attorneys general that are available for review by
the other party, copies will not be required to be provided to the other party
and (y) with respect to any HSR Documents (A) that contain any information
which, in the reasonable judgment of such party's counsel, should not be
furnished to the other party because of antitrust considerations or (B)
relating to a request for additional information pursuant to Section (e)(1) of
the HSR Act, the obligation of such party to furnish any such HSR Documents to
the other party shall be satisfied by the delivery of such HSR Documents on a
confidential basis to the other party's counsel pursuant to a confidentiality
agreement in form and substance reasonably satisfactory to each party.

(iii) Nothing contained in this Agreement shall be construed so as to
require CFW or the Company, or any of their respective subsidiaries or
Affiliates, to sell, license, dispose of, or hold separate, or to operate in
any specified manner, any material assets or businesses of CFW, the Company or
the Surviving Corporation (or to require CFW, the Company or any of their
respective subsidiaries or Affiliates to agree to any of the foregoing). The
obligations of each of the Company and CFW under Section 5.4(a) to use its
reasonable best efforts with respect to antitrust matters shall be limited to
compliance with the reporting provisions of the HSR Act and with its
obligations under this Section 5.4(c).

Section 5.5. Fees and Expenses.

Except as provided in Article VIII, all fees and expenses incurred in
connection with the Merger, this Agreement and the transactions contemplated
hereby shall be paid by the party incurring such fees or expenses, whether or
not the Merger is consummated; provided that CFW and the Company shall be
responsible for 80% and 20%, respectively, of the registration fee and related
printing costs incurred by the parties pursuant to Section 5.1 and Section
5.2. The Company has delivered to CFW an estimate of the fees and expenses to
be incurred by the Company in connection with this Agreement and the
transactions contemplated hereby.

Section 5.6. Public Announcements.

CFW and the Company will consult with each other before issuing any press
release or otherwise making any public statements with respect to the
transactions contemplated by this Agreement and shall not issue any such press
release or make any such public statement prior each party having had the
opportunity to review and comment on such press release or public statement,
except that each party may respond to questions from shareholders and may
respond to inquiries from financial analysts and media representatives in a
manner consistent with its past practice and each party may make such
disclosure as may be required by applicable law or by obligations pursuant to
any listing agreement with any national securities exchange without prior
consultation to the extent such consultation is not reasonably practicable.
The parties agree that the initial press release or releases to be issued in
connection with the execution of this Agreement shall be mutually agreed upon
prior to the issuance thereof.

Section 5.7. Agreement to Defend.

In the event any claim, action, suit, investigation or other proceeding by
any Governmental Entity or other person or other legal or administrative
proceeding is commenced that questions the validity or legality of the
transactions contemplated hereby or seeks damages in connection therewith, the
parties hereto agree to cooperate and use their reasonable best efforts to
defend against and respond thereto.

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Section 5.8. Plan of Reorganization.

This Agreement is intended to constitute a "plan of reorganization" within
the meaning of Section 1.368-2(g) of the income tax regulations promulgated
under the Code. From and after the date hereof and until the Effective Time of
the Merger, each party hereto shall use its reasonable best efforts to cause
the Merger to qualify, and will not knowingly take any actions or cause any
actions to be taken (and will use its reasonable best efforts to prevent any
Affiliate of such party from taking any actions or from causing any actions to
be taken) that could reasonably be expected to prevent the Merger from
qualifying, as a reorganization under the provisions of Section 368(a) of the
Code. Following the Effective Time of the Merger, none of the Company, the
Combination Company, CFW or any of their controlled Affiliates shall knowingly
take any action or knowingly cause any action to be taken that would
reasonably be expected to cause the Merger to fail to qualify as a
reorganization under Section 368(a) of the Code.

Section 5.9. Amendment of Company Disclosure Schedule.

The Company shall promptly (and, in any event, within a reasonable time
prior to Closing) notify CFW of (1) any event which would render inaccurate in
any material respect any portion of the Company Disclosure Schedule, or (2)
any change or addition which the Company proposes to make to any portion of
the Company Disclosure Schedule. No notification made pursuant to this Section
shall be deemed to cure any breach of any representation, warranty or covenant
made in this Agreement or to modify any sections of the Company Disclosure
Schedule unless CFW specifically agrees thereto in writing, nor shall any such
notification be considered to constitute or give rise to a waiver by CFW of
any condition set forth in this Agreement unless CFW specifically so agrees.

Section 5.10. Other Actions.

Except as contemplated by this Agreement, neither CFW nor the Company shall,
and neither shall permit any of its subsidiaries to, take or agree or commit
to take any action that is reasonably likely to result in any of its
respective representations or warranties hereunder being untrue in any
material respect or in any of the conditions to the Merger set forth in
Article VI not being satisfied.

ARTICLE VI

Conditions Precedent

Section 6.1. Conditions to Each Party's Obligation to Effect the Merger.

The respective obligation of each party to effect the Merger is subject to
the satisfaction or waiver on or prior to the Closing Date of the following
conditions:

(a) Shareholder Approval. The Company Shareholder Approval and CFW
Shareholder Approval shall have been obtained.

(b) Nasdaq. The shares of CFW Common Stock issuable to the Company's
shareholders pursuant to the Merger shall have been approved for trading on
the Nasdaq National Market, subject to official notice of issuance.

(c) HSR Act; Other Approvals. The waiting period (and any extension
thereof) applicable to the Merger under the HSR Act shall have been
terminated or shall have expired and all filings required to be made prior
to the Effective Time of the Merger with, and all consents, approvals,
permits and authorizations required to be obtained prior to the Effective
Time of the Merger from, any Governmental Entity, including the FCC and the
SCC, in connection with the execution and delivery of this Agreement and
the consummation of the transactions contemplated hereby shall have been
made or obtained (as the case may be), except where the failure to obtain
such consents, approvals, permits and authorizations could not

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reasonably be expected to have a Material Adverse Effect on CFW (assuming
the Merger has taken place) or to materially adversely affect the
consummation of the Merger.

(d) No Injunctions or Restraints. No temporary restraining order,
preliminary or permanent injunction or other order issued by any court of
competent jurisdiction or other legal restraint or prohibition preventing
the consummation of the Merger shall be in effect; provided, however, that
the parties hereto shall, subject to Section 5.4, use reasonable best
efforts to have any such injunction, order, restraint or prohibition
vacated.

(e) Registration Statement Effectiveness. The Registration Statement
shall have become effective under the Securities Act, and all post-
effective amendments filed shall have been declared effective or shall have
been withdrawn; and no stop order suspending the effectiveness thereof
shall have been issued and no proceedings for that purpose shall have been
initiated or, to the knowledge of the parties, threatened by the SEC.

(f) Blue Sky Filings. There shall have been obtained any and all material
permits, approvals and consents of securities or "blue sky" authorities of
any jurisdiction that are necessary so that the consummation of the Merger
and the transactions contemplated thereby will be in compliance with
applicable laws, the failure to comply with which would have a Material
Adverse Effect on CFW and its subsidiaries, taken as a whole.

Section 6.2. Conditions of CFW.

The obligation of CFW to consummate the Merger is further subject to the
satisfaction or waiver on or prior to the Closing Date of the following
conditions:

(a) Compliance. The agreements and covenants of the Company to be
complied with or performed on or before the Closing Date pursuant to the
terms hereof shall have been duly complied with or performed in all
material respects and CFW shall have received a certificate dated the
Closing Date and executed on behalf of the Company by the chief executive
officer and the chief financial officer of the Company certifying, to the
best of his knowledge, to such effect.

(b) Certifications and Opinion. The Company shall have furnished CFW
with:

(i) a certified copy of a resolution or resolutions duly adopted by
the Board of Directors of the Company approving this Agreement and
consummation of the Merger and the transactions contemplated hereby and
directing the submission of the Merger to a vote of the shareholders of
the Company;

(ii) a certified copy of a resolution or resolutions duly adopted by
the holders of two-thirds of the outstanding Company Shares approving
the Merger and the transactions contemplated hereby;

(iii) an opinion, dated the Closing Date, in customary form and
substance and limitations, of Woods, Rogers & Hazlegrove PLC, counsel
for the Company, dated the Closing Date, to the effect that:

(A) The Company is a corporation duly incorporated, validly
existing and in good standing under the laws of the Commonwealth of
Virginia and has corporate power to own its properties and assets
and to carry on its business as presently conducted and as described
in the Registration Statement;

(B) The Company has the requisite corporate power to effect the
Merger as contemplated by this Agreement; the execution and delivery
of this Agreement did not, and the consummation of the Merger will
not, violate any provision of the Company's Articles of
Incorporation or Bylaws; and upon the filing by the Surviving
Corporation of the Articles of Merger, the Merger shall become
effective; and

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(C) The Board of Directors of the Company has taken all action
required by its Articles of Incorporation or its Bylaws to approve
the Merger and to authorize the execution and delivery of this
Agreement and the transactions contemplated hereby; the Board of
Directors and the shareholders of the Company have taken all action
required by the Company's Articles of Incorporation and Bylaws to
authorize the Merger in accordance with the terms of this Agreement;
and this Agreement is a valid and binding agreement of the Company
enforceable in accordance with its terms, except as such
enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws or judicial
decisions now or hereafter in effect relating to creditor's rights
generally or governing the availability of equitable relief.

(c) Representations and Warranties True. The representations and
warranties of the Company contained in this Agreement (other than any
representations and warranties made as of a specific date) shall be true in
all material respects (except to the extent the representation or warranty
is already qualified by materiality, in which case it shall be true in all
respects) on and as of the Closing Date with the same effect as though such
representations and warranties had been made on and as of such date, except
as contemplated or permitted by this Agreement, and CFW shall have received
a certificate to that effect dated the Closing Date and executed on behalf
of the Company by the chief executive officer and the chief financial
officer of the Company so certifying to the best of his knowledge.

(d) Company Affiliate Letters. Within five business days of the signing
of this Agreement, CFW shall have received from the Company a list of such
Persons, if any, that the Company, after discussions with counsel for the
Company, believes may be "Affiliates" of the Company, within the meaning of
Rule 145 of the SEC pursuant to the Securities Act ("Affiliates"). At or
prior to the time of filing of the Registration Statement, the Company
shall deliver or cause to be delivered to CFW an undertaking by each
Affiliate in form satisfactory to CFW that no shares of CFW Common Stock
received or to be received by such Affiliate pursuant to the Merger will be
sold or disposed of except pursuant to an effective registration statement
under the Securities Act or in accordance with the provisions of paragraph
(d) of Rule 145 under the Securities Act or another exemption from
registration under the Securities Act.

(e) Dissenting Shares. Notwithstanding anything in this Agreement to the
contrary, holders of no more than five (5) percent of the Company Shares
shall demand appraisal for their Company Shares in accordance with the
VSCA.

(f) Tax Opinion. CFW shall have received an opinion of Hunton & Williams
to the effect that for Federal income tax purposes and conditioned upon
certain representations of the Company and CFW as to certain customary
facts and circumstances regarding the Merger: (i) the Merger will qualify
as a "reorganization" within the meaning of Section 368(a) of the Code,
(ii) each of the Company and CFW are parties to the reorganization within
the meaning of Section 368(b) of the Code and (iii) no gain or loss will be
recognized by the Company or CFW as a result of the Merger.

(g) Consents; Related Matters. CFW shall have received evidence, in form
and substance reasonably satisfactory to it, that such licenses, permits,
consents, approvals, authorizations, qualifications and orders of
Governmental Entities and other third parties as are reasonably necessary
in connection with the transactions contemplated hereby have been obtained.

(h) No Litigation. There shall not be pending or threatened by any
Governmental Entity any suit, action or proceeding (or by any other Person
any pending suit, action or proceeding which has a reasonable likelihood of
success) (i) challenging or seeking to restrain or prohibit the
consummation of the Merger or any of the other transactions contemplated by
this Agreement or seeking to obtain from CFW or any of its subsidiaries any
damages that are material in relation to CFW and its subsidiaries taken as
a whole, (ii) seeking to prohibit or limit the ownership or operation by
the Surviving Corporation or any of its subsidiaries of any material
portion of the business or assets of the Company, CFW or any of their
respective subsidiaries, to dispose of or hold separate any material
portion of the business or assets of the Company, CFW or any of their
respective subsidiaries, as a result of the Merger or any of the other
transactions contemplated by this Agreement or (iii) seeking to prohibit
the Surviving Corporation or any of its

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subsidiaries from effectively controlling in any material respect the
business or operations of the Company or its respective subsidiaries.

(i) Company Operations. Except as set forth on Exhibit D, since December
31, 1999, the Company (1) shall have conducted its business only in the
ordinary course and in accordance with Section 4.1 and shall have
maintained and preserved its organization, goodwill and properties, and (2)
shall not have made any material change to the Company Financial
Statements, except as required by the operation of the business in the
ordinary course or to conform to GAAP, or prepaid any indebtedness, changed
depreciation or amortization methods, delayed incurring budgeted expenses
or deviated from usual and customary terms with suppliers, lessors,
customers or buyers.

(j) Company Salary Continuation Plan Agreements. Each of the Company's
executives who have entered into a Salary Continuation Plan Agreement with
the Company (the "Salary Agreement") shall have agreed to waive the "change
of control" provision of his Salary Agreement and shall have entered into
an amendment to the Salary Agreement substantially in the form attached
hereto as Exhibit E.

(k) Transfer Restrictions. The Company shall have caused each of the
Company shareholders listed on Exhibit F to agree to the transfer
restrictions set forth on Exhibit F with respect to the shares of CFW
Common Stock received by such shareholders in the Merger.

Section 6.3. Conditions of the Company.

The obligation of the Company to consummate the Merger is further subject to
the satisfaction or waiver on or prior to the Closing Date of the following
conditions:

(a) Compliance. The agreements and covenants of CFW to be complied with
or performed on or before the Closing Date pursuant to the terms hereof
shall have been duly complied with or performed in all material respects
and the Company shall have received a certificate dated the Closing Date on
behalf of CFW by the chief executive officer and the chief financial
officer of CFW certifying, to the best of his knowledge, to such effect.

(b) Certifications and Opinion. CFW shall have furnished the Company
with:

(i) a certified copy of a resolution or resolutions duly adopted by
the Board of Directors or a duly authorized committee thereof of CFW
approving this Agreement and consummation of the Merger and the
transactions contemplated hereby, including the issuance, listing and
delivery of the shares of CFW Common Stock pursuant hereto;

(ii) a certified copy of a resolution or resolutions duly adopted by
a majority of votes cast at the CFW Shareholders Meeting by holders of
CFW Common Stock and then outstanding shares of CFW Preferred Stock
entitled to, vote voting together as one voting group, approving the
issuance of the shares of CFW Common Stock in the Merger, and the
transactions contemplated hereby;

(iii) a favorable opinion, dated the Closing Date, in customary form
and substance and limitations, of Hunton & Williams, counsel for CFW to
the effect that:

(A) CFW is a corporation duly incorporated, validly existing and
in good standing under the laws of the Commonwealth of Virginia and
has corporate power to own its properties and assets and to carry on
its business as presently conducted and as described in the
Registration Statement; CFW has the requisite corporate power to
effect the Merger as contemplated by this Agreement; the execution
and delivery of this Agreement did not, and the consummation of the
Merger will not, violate any provision of CFW's Articles of
Incorporation or Bylaws;

(B) The Board of Directors of CFW has taken all action required
under the VSCA, its Articles of Incorporation or its Bylaws to
authorize the execution and delivery of this Agreement and the
transactions contemplated hereby; the CFW Shareholder Approval has
been obtained; and this Agreement is a valid and binding agreement
of CFW enforceable in accordance with its terms,

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except as such enforceability may be limited by bankruptcy,
insolvency, reorganization, moratorium or other similar laws or
judicial decisions now or hereafter in effect relating to creditor's
rights generally or governing the availability of equitable relief;

(C) The Combination Company is a corporation duly incorporated,
validly existing and in good standing under the laws of the
Commonwealth of Virginia and has corporate power to own its
properties and assets and to carry on its business as presently
conducted and as described in the Registration Statement; the
Combination Company has the requisite corporate power to effect the
Merger as contemplated by this Agreement; the execution and delivery
of this Agreement did not, and the consummation of the Merger will
not, violate any provision of the Combination Company's Articles of
Incorporation or Bylaws;

(D) The Board of Directors of the Combination Company has taken
all action required under the VSCA, its Articles of Incorporation
and its Bylaws to authorize the execution and delivery of this
Agreement and the transactions contemplated hereby; the Board of
Directors and sole shareholder of the Combination Company has taken
all action required by the VSCA and the Combination Company's
Articles of Incorporation and Bylaws to authorize the Merger in
accordance with the terms of this Agreement; and this Agreement is a
valid and binding agreement of the Combination Company enforceable
in accordance with its terms, except as such enforceability may be
limited by bankruptcy, insolvency, reorganization, moratorium or
other similar laws or judicial decisions now or hereafter in effect
relating to creditor's rights generally or governing the
availability of equitable relief;

(E) The shares of CFW Common Stock to be issued pursuant to the
Merger have been duly authorized and, when issued and delivered as
contemplated hereby, will have been legally and validly issued and
will be fully paid and non-assessable and such shares of CFW Common
Stock have been registered under the Securities Act of 1933.

(c) Representations and Warranties True. The representations and
warranties of CFW contained in this Agreement (other than any
representations and warranties made as of a specific date) shall be true in
all material respects (except to the extent the representation or warranty
is already qualified by materiality, in which case it shall be true in all
respects) on and as of the Closing Date with the same effect as though such
representations and warranties had been made on and as of such date, except
as contemplated or permitted by this Agreement, and the Company shall have
received a certificate to that effect dated the Closing Date and executed
on behalf of CFW by the chief executive officer and the chief financial
officer of CFW so certifying to the best of his knowledge.

(d) Tax Opinion. The Company shall have received an opinion of Hunton &
Williams, to the effect that for Federal income tax purposes and
conditioned upon certain representations of the Company and CFW as to
certain customary facts and circumstances regarding the Merger: (i) the
Merger will qualify as a "reorganization" within the meaning of Section
368(a) of the Code; (ii) each of the Company and CFW are parties to the
reorganization within the meaning of Section 368(b) of the Code; and (iii)
no gain or loss will be recognized by the shareholders of the Company upon
the receipt by them of shares of CFW Common Stock in exchange for their
Company Shares pursuant to the Merger.

(e) No Litigation. There shall not be pending or threatened by any
Governmental Entity any suit, action or proceeding (i) challenging or
seeking to restrain or prohibit the consummation of the Merger or any of
the other transactions contemplated by this Agreement or seeking to obtain
from the Company, or any of its subsidiaries any damages that are material
in relation to the Company and its subsidiaries taken as a whole, (ii)
seeking to prohibit or limit the ownership or operation by the Surviving
Corporation or any of its subsidiaries of any material portion of the
business or assets of the Company, CFW or any of their respective
subsidiaries, to dispose of or hold separate any material portion of the
business or assets of the Company, CFW or any of their respective
subsidiaries, as a result of the Merger or any of the other transactions
contemplated by this Agreement or (iii) seeking to prohibit the Surviving
Corporation or any

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of its subsidiaries from effectively controlling in any material respect
the business or operations of the Company or its subsidiaries.

(f) Employment and Stock Option Agreements. As of the Closing Date, CFW
and the Company shall have entered into (a) the employment arrangements
with Mr. J. Allen Layman substantially in the form attached hereto as
Exhibit G, and (b) agreements providing for CFW stock options to be issued
to each of Mike Layman, Charles Richardson, Chris Foster, Tom Orr and Dan
Overstreet as set forth on Exhibit G.

ARTICLE VII

Termination, Amendment and Waiver

Section 7.1. Termination.

This Agreement may be terminated and the Merger abandoned at any time prior
to the Effective Time of the Merger, whether before or after approval of
matters presented in connection with the Merger by the shareholders of the
Company and CFW:

(a) by mutual written consent of CFW, Combination Company and the
Company;

(b) by either CFW or the Company:

(i) if the Company Shareholder Approval is not attained upon a vote
at duly held meetings of shareholders of the Company or at any
adjournment thereof;

(ii) if the CFW Shareholder Approval is not attained upon a vote at
duly held meetings of shareholders of the CFW or at any adjournment
thereof;

(iii) if any court of competent jurisdiction or any Governmental
Entity shall have issued an order, decree or ruling or taken any other
action permanently enjoining, restraining or otherwise prohibiting the
Merger; or

(iv) if the Merger shall not have been consummated on or before
December 31, 2000, unless the failure to consummate the Merger is the
result of a material breach of this Agreement by the party seeking to
terminate this Agreement; provided, however, such date shall be
extended to not later than March 31, 2001 if the reason the Merger has
not been consummated by December 31, 2000 is that the approval of any
Governmental Entity contemplated by Section 6.1(c) has not been
received, unless such approval has been denied and is not subject to
appeal.

(c) by CFW, if the Company breaches in any material respect any of its
representations or warranties herein or fails to perform in any material
respect any of its covenants, agreements or obligations under this
Agreement, which breach has not been cured within 30 days following receipt
by the Company of notice of breach or by the date specified in Section
7.1(b)(iv);

(d) by the Company, if CFW breaches in any material respect any of its
representations or warranties herein or fails to perform in any material
respect any of its covenants, agreements or obligations under this
Agreement, which breach has not been cured within 30 days following receipt
by CFW of notice of breach or by the date specified in Section 7.1(b)(iv);
and

(e) if the Board of Directors of the Company recommends a Superior
Proposal to the shareholders of the Company for their approval, by CFW
within 30 days thereafter.

Section 7.2. Effect of Termination.

In the event of termination of this Agreement by either the Company or CFW
as provided in Section 7.1, this Agreement shall forthwith become void and
have no effect, without any current or future liability or obligation on the
part of CFW or the Company, other than the confidentiality provisions of
Section 5.3 and the provisions of Section 5.5 and Section 8.1. Any termination
of this Agreement pursuant to Section 7.1 hereof shall not relieve any party
hereto for liabilities related to any breach of any of its representations,
warranties, covenants or agreements in this Agreement, which right to recover
damages shall be in addition to (and not exclusive of)

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any other remedy at law or in equity available to any party, provided that the
Company Termination Fee set forth in Section 8.1 hereof shall be the exclusive
remedy for matters covered by such Section.

Section 7.3. Amendment.

This Agreement may be amended by the parties at any time before or after any
required approval of matters presented in connection with the Merger by the
shareholders of the Company and CFW; provided, however, that after any such
approval, there shall be made no amendment that by law requires further
approval by such shareholders without the further approval of such
shareholders. This Agreement may not be amended except by an instrument in
writing signed on behalf of each of the parties hereto.

Section 7.4. Extension; Waiver.

At any time prior to the Effective Time of the Merger, the parties may, to
the extent legally allowed, (a) extend the time for the performance of any of
the obligations or the other acts of the other parties, (b) waive any
inaccuracies in the representations and warranties contained herein or in any
document delivered pursuant hereto or (c) subject to the proviso of Section
7.3, waive compliance with any of the agreements or conditions contained
herein. Any agreement on the part of a party to any such extension or waiver
shall be valid only if set forth in an instrument in writing signed on behalf
of such party. The failure of any party to this Agreement to assert any of its
rights under this Agreement or otherwise shall not constitute a waiver of such
rights.

Section 7.5. Procedure for Termination, Amendment, Extension or Waiver.

A termination of this Agreement pursuant to Section 7.1, an amendment of
this Agreement pursuant to Section 7.3 or an extension or waiver pursuant to
Section 7.4 shall, in order to be effective, require in the case of CFW or the
Company, action by its respective Board of Directors or the duly authorized
designee of such Board of Directors.

ARTICLE VIII

Special Provisions as to Certain Matters

Section 8.1. No Solicitation.

(a) Following the execution of this Agreement and before the Closing Date
(the "Restricted Period"), the Company and its subsidiaries shall not, and
will use its best efforts to cause each officer, director or employee of or
any investment banker, attorney or other advisor, agent or representative of
the Company or any of its subsidiaries ("Representatives") not to, directly or
indirectly, (i) solicit, initiate or encourage the submission of any Takeover
Proposal (as hereinafter defined), (ii) enter into any agreement with respect
to any Takeover Proposal, (iii) seek to sell or otherwise dispose of shares of
capital stock of the Company or any portion of the Company assets to any third
party, or enter into any agreements with any third party with respect to such
a sale or disposition, or (iv) participate in any discussions or negotiations
regarding, or furnish to any Person any information with respect to, or take
any other action to facilitate any inquiries or the making of any proposal
that constitutes, or may reasonably be expected to lead to, any Takeover
Proposal. Without limiting the foregoing, it is understood that any violation
of the restrictions set forth in the preceding sentence shall be deemed to be
a material breach of this Agreement by the Company. For purposes of this
Agreement, "Takeover Proposal" means (i) any proposal or offer, other than a
proposal or offer by CFW or any of its affiliates, for a merger, share
exchange or other business combination involving the Company (ii) any proposal
or offer, other than a proposal or offer by CFW or any of its affiliates, to
acquire from the Company or any of its affiliates in any manner, directly or
indirectly, a greater than 10% voting or equity interest in the Company or the
acquisition of a material amount of the assets of the Company and its
subsidiaries, taken as a whole, including an investment in or acquisition of
securities of a subsidiary of the Company, to the extent so material, or (iii)
any proposal or offer, other than a proposal or offer by CFW of any of its
affiliates, to acquire from the stockholders of the Company by tender offer,
exchange offer or otherwise more than 10% of the Company Shares then
outstanding.

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(b) Neither the Board of Directors of the Company nor any committee thereof
shall (i) withdraw or modify, or propose to withdraw or modify, in a manner
adverse to CFW, the approval or recommendation by the Board of Directors of
the Company or any such committee of the Merger or this Agreement or take any
action having such effect or (ii) approve or recommend, or propose to approve
or recommend, any Takeover Proposal.

(c) Notwithstanding anything herein to the contrary, in the event that after
the date of this Agreement, the Company receives a bona fide, unsolicited
written Takeover Proposal that constitutes a Superior Proposal, for a period
of ten (10) business days following the Company's receipt of such Superior
Proposal the Company may furnish information to such third party and may enter
into discussions relating to such Superior Proposal if the Company has fully
and completely complied with this Section 8.1. Within ten (10) business days
of the end of such ten business day period, the Board of Directors of the
Company shall determine whether or not it will recommend a Superior Proposal
to the shareholders of the Company for their approval. A "Superior Proposal"
shall mean a Takeover Proposal regarding which (i) the Board of Directors of
the Company, in its good faith judgment and after consultation with its
financial advisors, believes is materially more favorable from a financial
point of view to the shareholders of the Company than the proposal set forth
in this Agreement (ii) the Company has received a written opinion of its
outside legal counsel that failure to take such action in response to such a
proposal is reasonably likely to constitute a breach by the Board of Directors
of the Company of its fiduciary duties under applicable law, (iii) the Company
has received from such third party an executed confidentiality agreement with
terms not less favorable to the Company than those contained in the
Confidentiality Agreement with CFW, and (iv) the Company has complied with
this Section 8.1.

(d) If the Company receives a Takeover Proposal, or a request for nonpublic
information relating to the Company (or any of its subsidiaries) or for access
to the properties, books or records of the Company (or any of its
subsidiaries) by any Person who is considering making or has made a Takeover
Proposal, the Company shall immediately inform CFW orally and shall as
promptly as practicable (and in any event within one business day) inform CFW
in writing of the terms and conditions of such proposal and the identity of
the person making it, forwarding a copy of any written communications relating
thereto. The Company will keep CFW fully informed on as prompt a basis as is
practicable of the status and details of any such Takeover Proposal or request
and any related discussions or negotiations, including by forwarding copies of
any material written communications relating thereto. The Company will
immediately cease and cause its subsidiaries, and its and their officers,
directors, agents, representatives and advisors, to cease any and all existing
activities, discussions or negotiations with any parties conducted heretofore
with respect to any of the foregoing, except that it shall use its best
efforts to cause any such parties in possession of confidential information
about the Company (or its subsidiaries) that was furnished by or on behalf of
the Company (or its subsidiaries) in connection with any of the foregoing to
return or destroy all such information in the possession of any such party or
in the possession of any agent or advisor of any such party. The Company
agrees not to release any third party from, or waive any provisions of, any
confidentiality or standstill agreement to which it (or its subsidiaries) is a
party. The Company shall use reasonable efforts to ensure that the officers,
directors and employees of the Company and its subsidiaries and any investment
banking firm or other advisor or representative retained by such party are
aware of and instructed to comply with the restrictions described in this
Section 8.1.

(e) In the event (i) CFW terminates this Agreement in accordance with
Section 7.1(e) hereof, (ii) this Agreement terminates as a result of,
following the Company's receipt of a Takeover Proposal, the shareholders of
the Company failing to give any required approval of the Merger and the
transactions contemplated hereby upon a vote at a duly held meeting of the
shareholders of the Company or at an adjournment thereof or (iii) the Company
agrees to a Takeover Proposal within 12 months after the termination of this
Agreement with any third party with whom the Company or any person acting on
its behalf had contact in violation of this Section 8.1 during the term of
this Agreement, the Company agrees to pay to CFW in immediately available
funds $2,500,000 (the "Termination Fee"), which amount the parties agree will
constitute liquidated damages for all costs, expenses and damages incurred by
CFW as a result hereof. Payment of the Termination Fee shall be made within
one (1) business day following the event causing payment of such fee. If the
Company does not pay the Termination Fee within such one (1) day period, the
Company shall pay CFW's costs and expenses (including

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legal fees and expenses) reasonably incurred in connection with any actions
taken to collect such payment, together with interest thereon.

Section 8.2. CFW Board.

As of the Closing Date, CFW shall increase the number of its Board of
Directors to include two designees of the Company (the "Company Designees").
The initial Company Designees shall be J. Allen Layman and John B. Williamson,
III.

Section 8.3. Expense Reimbursement.

In the event this Agreement is terminated pursuant to Section 7.1(b)(ii),
CFW agrees to reimburse the Company for the Company's reasonable out-of-pocket
costs (including fees and expenses of attorneys, accountants and financial
advisors) incurred in connection with the Letter of Agreement between the
Company and CFW, dated May 17, 2000, this Agreement and the Merger, not to
exceed $500,000.

Section 8.4. Employee Benefits.

Following the Merger, for purposes of determining eligibility and vesting
under CFW's employee benefit plans (including health insurance and vacation
plans), an employee's period of employment with the Company shall count as
service with CFW, but will not count in determining the level of benefits
under CFW's defined benefit pension plan.

Section 8.5. Reserved Company Shares.

As of the Closing Date, the Company will have taken appropriate action to
release the excess 436 shares presently reserved for issuance in connection
with the 1981 merger transaction.

ARTICLE IX

Indemnification

Section 9.1. Indemnification of CFW and the Surviving Corporation.

Subject to the limitations set forth in Section 9.4 and Section 9.6, CFW and
the Surviving Corporation and each of their respective officers, directors,
employees and agents (the "CFW Indemnified Parties") shall be entitled to
indemnification and reimbursement from the Escrow Shares in accordance with
the terms of this Section 9.1, Section 2.3, and the Escrow Agreement for any
and all Escrow Losses imposed upon or incurred by any CFW Indemnified Party.
"Escrow Losses" means (i) any and all damages, costs, expenses, claims and
liabilities arising out of, attributable to, or resulting from any inaccuracy
or breach of the representations and warranties made by the Company under
Sections 3.1(l), 3.1(s), 3.1(t) or 3.1(u) herein and (ii) amounts paid to or
for the account of the Shareholders' Representative in accordance with Section
9.5(b) below. Escrow Losses shall be determined (i) net of any tax benefit
directly realized or realizable by the CFW Indemnified Parties by reason of
the facts and circumstances giving rise to the liability; and (ii) net of any
insurance proceeds received or receivable by the CFW Indemnified Parties in
connection with the facts giving rise to the right of indemnification.

Section 9.2. Notice and Control of Litigation.

If any action, claim, suit or litigation is asserted in writing by a third
party against a CFW Indemnified Party which would give rise to a claim under
Section 9.1 ("Third Party Claim"), CFW shall promptly notify (the "CFW
Indemnification Notice") the Shareholders' Representative in writing of the
commencement or assertion of such Third Party Claim; provided, however, that
failure to give such notice shall not affect the right to

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indemnification hereunder except to the extent of actual prejudice. The
Shareholders' Representative, on behalf of the former Company shareholders,
shall have the right to monitor the defense of such Third Party Claim (with
the defense of such Third Party Claim being controlled by CFW) and engage
counsel for that limited purpose at the consent of CFW (not to be unreasonably
withheld). CFW may settle such Third Party Claim with the written consent of
the Shareholders' Representative (not to be unreasonably withheld). Further,
if the Shareholders' Representative reasonably determines that Escrow Losses
that may be incurred may exceed either the individual or aggregate threshold
of the Basket Amount (as defined below), the Shareholders' Representative
shall have the right to employ separate counsel and participate in the defense
of such Third Party Claim. CFW agrees to defend the Third Party Claim
consistent with the manner in which a reasonably prudent person would defend
such a claim absent the availability of indemnification.

Section 9.3. Notice of Claim.

If a CFW Indemnified Party becomes aware of any claims then made or
threatened which may result in Escrow Losses ("CFW Indemnification Claims,"
together with Third Party Claims, "Indemnification Claims"), the CFW
Indemnified Party shall notify the Shareholders' Representative in writing of
the same promptly after becoming aware of such claims, specifying and
substantiating in detail the circumstances and facts that give rise to a claim
under Section 9.1. Should the CFW Indemnified Party fail to promptly notify
the Shareholders' Representative, such failure shall not affect the right to
indemnification hereunder except to the extent of actual prejudice.

Section 9.4. Limitation of Liability.

Notwithstanding anything herein to the contrary, the CFW Indemnified Parties
shall not be entitled to indemnification unless and until the amount of all
Escrow Losses incurred by the CFW Indemnified Parties exceeds the lesser of
$100,000 per individual item or $500,000 in the aggregate (the "Basket
Amount"); except in the event of an individual Escrow Loss of $100,000 or
more, the CFW Indemnified Parties will be indemnified for the excess over
$100,000 even though aggregate Escrow Losses have not exceeded $500,000 (which
excess shall not be counted against the $500,000 threshold). In determining
whether an individual claim for an inaccuracy or breach of Section 3.1(l)
exceeds $100,000, claims relating to different tax years will not be
aggregated.

Section 9.5. Shareholders' Representative.

(a) Approval of this Agreement by the Company shareholders shall constitute
ratification of the irrevocable appointment of the Shareholders'
Representative as their agent with respect to, and with the full power to
resolve, all questions, disputes, conflicts and controversies concerning
Indemnification Claims, to authorize the payments of amounts held under the
Escrow Agreement for expenses and Indemnification Claims, to defend, negotiate
and/or settle such claims, to employ such agents, consultants and
professionals, to delegate authority to his agents, and to take such actions,
to grant such consents and waivers and to execute such documents on their
behalf in connection with Article IX of this Agreement and the Escrow
Agreement as the Shareholders' Representative, in his discretion, deems best.
For purposes of this Article IX, the CFW Indemnified Parties may rely upon
written directions and notices received from the Shareholders' Representative
with respect to the matters described herein. In the event the Shareholders'
Representative ceases to be able to perform his duties as such as a result of
his death, incapacity or resignation, The Layman Family, L.L.C., shall
designate an individual to serve as his successor and to assume all of his
duties and obligations hereunder and shall so notify CFW in writing of any
such designation. The parties acknowledge and agree that John F. Kilby, or any
successor designated pursuant to this Section 9.5, is acting as Shareholders'
Representative for the shareholders of the Company for the limited
administrative purposes set forth herein and nothing in this Agreement or the
Escrow Agreement is intended to, nor shall, impose any personal liability on
John F. Kilby, or any other Person who serves as Shareholders' Representative.
At any time, shareholders who held immediately prior to Closing a majority of
the Company Shares may remove or replace the person serving as the
Shareholders' Representative and name a substitute for such person by joint
written notice to CFW.

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<PAGE>

(b) CFW shall pay to and reimburse the Shareholders' Representative's
reasonable costs and expenses, and the reasonably incurred costs, expenses and
fees of his agents, consultants and professionals, arising out of the
performance of his duties as Shareholders' Representative. Amounts paid by CFW
shall be subject to reimbursement as an Escrow Loss.

(c) CFW shall provide the Shareholders' Representative with access to or
copies of any information contained in the records of CFW, its subsidiaries
and its independent accountants and other agents that is relevant to
Indemnification Claims, and shall otherwise provide the Shareholders'
Representative with such information and assistance as he may reasonably
request, including making employees available on a mutually convenient basis.

Section 9.6. Survival of Representations and Warranties.

The representations and warranties contained in Section 3.1(l), Section
3.1(s), Section 3.1(t) or Section 3.1(u) herein shall survive the Closing Date
for a period of three (3) years following the filing of the Company's federal
income tax return for the last period covering the Company's operations prior
to the Merger or April 15, 2004, whichever first occurs. Any Indemnification
Claim shall only be effective if written notice of such Indemnification Claim
shall have been given in writing to the Shareholders' Representative within
the time period prescribed in the foregoing sentence. Any Indemnification
Claim for which notice has been given within the prescribed period may be
prosecuted to conclusion notwithstanding the subsequent expiration of such
period.

Section 9.7. Exclusive Remedy.

Except as to claims arising out of fraud, as to which the limitations on
liability contained in this Article shall not apply to the Person involved, on
and after the Effective Time of the Merger, CFW's remedy at law for a breach
of this Agreement or for any other claim arising out of the transactions
contemplated hereby shall be exclusively the right of indemnification under
the provisions of this Article IX and the Escrow Agreement, and CFW hereby
waives, releases and agrees not to assert any other remedy for damages,
including, without limitation, common law and statutory rights. Claims for
indemnification shall be satisfied solely from the Escrow Shares.

ARTICLE X

General Provisions

Section 10.1. Notices.

All notices and other communications hereunder shall be in writing and shall
be deemed given if delivered personally or by facsimile or sent by overnight
courier to the parties at the following addresses (or at such other address
for a party as shall be specified by like notice):

(a) if to the Company, to

R&B Communications, Inc.
P. O. Box 174
Daleville, Virginia 24083
Attention: J. Allen Layman
Facsimile: (540) 966-2299

with a copy to:

Woods, Rogers & Hazlegrove PLC
10 S. Jefferson Street, Suite 1400
Roanoke, Virginia 24011
Attention: Talfourd H. Kemper
Facsimile: (540) 983-7711

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(b) if to CFW, to

CFW Communications Company
401 Spring Lane, Suite 300
P.O. Box 1990
Waynesboro, Virginia 22980
Attention: James S. Quarforth
Telephone: (540) 946-3520
Facsimile: (540) 946-3539

with a copy to:

Hunton & Williams
Bank of America Plaza, Suite 4100
600 Peachtree Street, N.E.
Atlanta, Georgia 30308-2216
Attention: David M. Carter
Telephone: (404) 888-4246
Facsimile: (404) 888-4190

Section 10.2. Definitions.

For purposes of this Agreement:

(a) "knowledge" means, with respect to any matter stated herein to be "to
the Company's knowledge," or similar language, the knowledge of the
officers of the Company, after due inquiry.

(b) "Material Adverse Change" shall mean, with respect to any entity or
group of entities, a material adverse change on the business, operations,
assets, liabilities, financial condition or results of operations of such
entity or group of entities taken as a whole, other than any change,
circumstance or effect (i) relating to the economy or securities markets in
general, (ii) relating to the industries in which the Company or CFW
operate and not specifically relating to the Company or CFW, (iii)
resulting from the execution of this Agreement, the announcement of this
Agreement and the transactions contemplated hereby or any change in the
value of Company or CFW Common Stock relating to such execution or
announcement or any change relating to other acquisitions or divestitures
involving CFW and disclosed to R&B prior to the date hereof, (iv) with
respect to CFW, consistent with current trends identified as such in
reports previously filed with the SEC, or (v) identified in CFW's or the
Company's year 2000 business plan or the Company Budget, as applicable.

(c) "Material Adverse Effect" shall mean, with respect to any entity or
group of entities, a material adverse effect on the business, operations,
assets, liabilities, financial condition or results of operations of such
entity or group of entities taken as a whole, other than any change,
circumstance or effect (i) relating to the economy or securities markets in
general, (ii) relating to the industries in which the Company or CFW
operate and not specifically relating to the Company or CFW, or (iii)
resulting from the execution of this Agreement, the announcement of this
Agreement and the transactions contemplated hereby or any change in the
value of Company or CFW Common Stock relating to such execution or
announcement or any change relating to other acquisitions or divestitures
involving CFW and disclosed to R&B prior to the date hereof, (iv) with
respect to CFW, consistent with current trends identified as such in
reports previously filed with the SEC, or (v) identified in CFW's or the
Company's year 2000 business plan or the Company Budget, as applicable.

(d) "Person" means an individual, corporation, partnership, joint
venture, limited liability company, association, trust, unincorporated
organization or other entity; and

(e) a "subsidiary" of a Person means any corporation, partnership or
other legal entity of which securities or other ownership interests having
ordinary voting power to elect a majority of the board of

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<PAGE>

directors or other Persons performing similar functions are directly or
indirectly owned by such first mentioned Person.

Section 10.3. Interpretation.

When a reference is made in this Agreement to a Section, Exhibit or
Schedule, such reference shall be to a Section of, or an Exhibit or Schedule
to, this Agreement unless otherwise indicated. The table of contents and
headings contained in this Agreement are for reference purposes only and shall
not affect in any way the meaning or interpretation of this Agreement.
Whenever the word "include", "includes" or "including" are used in this
Agreement, they shall be deemed to be followed by the words "without
limitation".

Section 10.4. Counterparts.

This Agreement may be executed in one or more counterparts, all of which
shall be considered one and the same agreement and shall become effective when
one or more counterparts have been signed by each of the parties and delivered
to the other parties.

Section 10.5. Entire Agreement; No Third-Party Beneficiaries.

This Agreement (including the documents and instruments referred to herein)
and the Confidentiality Agreement (a) constitute the entire agreement and
supersede all prior agreements and understandings, both written and oral,
among the parties with respect to the subject matter hereof and (b) are not
intended to confer upon any Person other than the parties any rights or
remedies hereunder.

Section 10.6. Governing Law.

This Agreement shall be governed by, and construed in accordance with, the
laws of the Commonwealth of Virginia, regardless of the laws that might
otherwise govern under applicable principles of conflicts of laws thereof.

Section 10.7. Assignment.

Neither this Agreement nor any of the rights, interests or obligations
hereunder shall be assigned by any of the parties without the prior written
consent of the other parties. This Agreement will be binding upon, inure to
the benefit of, and be enforceable by, the parties and their respective
successors and assigns.

Section 10.8. Enforcement of the Agreement.

(a) The parties agree that irreparable damage would occur in the event that
any of the provisions of this Agreement were not performed in accordance with
their specific terms or were otherwise breached. It is accordingly agreed that
the parties shall be entitled to an injunction or injunctions to prevent
breaches of this Agreement and to enforce specifically the terms and
provisions hereof in any court of the United States located in the Western
District of the Commonwealth of Virginia, this being in addition to any other
remedy to which they are entitled at law or in equity.

(b) If either party breaches its obligations under this Agreement, such
party shall pay the costs and expenses (including legal fees and expenses)
reasonably incurred by any other Person obtaining successful disposition in
connection with actions taken to enforce this Agreement.

Section 10.9. Severability.

In the event any one or more of the provisions contained in this Agreement
should be held invalid, illegal or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions contained

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<PAGE>

herein shall not in any way be affected or impaired thereby. The parties shall
endeavor in good faith negotiations to replace the invalid, illegal or
unenforceable provisions with valid provisions, the economic effect of which
comes as close as possible to that of the invalid, illegal or unenforceable
provisions.

IN WITNESS WHEREOF, CFW, Combination Company and the Company have caused this
Agreement to be signed by their respective officers thereunto duly authorized,
all as of the date first written above.

CFW Communications Company

/s/ James S. Quarforth
By: _________________________________
Name: James S. Quarforth
Title: CEO

R&B Combination Company

/s/ James S. Quarforth
By: _________________________________
Name: James S. Quarforth
Title: Chairman of the Board

R&B Communications, Inc.

/s/ J. Allen Layman
By: _________________________________
Name:J. Allen Layman
Title: President & CEO

Shareholders' Representative

/s/ John F. Kilby
_____________________________________
John F. Kilby, in his capacity as
Shareholders' Representative as
herein defined, but not individually

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<PAGE>

EXHIBIT C
to the
Agreement
and Plan of
Merger

ESCROW AGREEMENT

This Escrow Agreement (the "Agreement"), dated as of , 2000, is made and
entered into by and among CFW Communications Company ("CFW"), R&B
Communications, Inc. (the "Company"), John F. Kilby, in his capacity as
representative of the shareholders of the Company (the "Shareholders'
Representative") and Michael B. Moneymaker (the "Escrow Agent").

BACKGROUND

CFW and the Company have entered into that certain Agreement and Plan of
Merger (the "Merger Agreement"), dated as of the date hereof, a copy of which
is attached hereto as Annex A. The Merger Agreement provides that CFW will
deliver to the Escrow Agent an aggregate of 371,640 shares of CFW Common Stock
(the "Escrow Shares") on the Effective Date to be held by the Escrow Agent in
accordance with the terms and conditions of this Escrow Agreement.

The Company has appointed the Shareholders' Representative to act on behalf
of the holders of Company Shares prior to the Effective Date with respect to
Escrow Losses claimed to have been suffered or incurred by CFW pursuant to
Section 2.3 and Article IX of the Merger Agreement, or with respect to any
other matter specified herein.

The Escrow Agent has agreed to accept, hold and disburse the Escrow Shares
in accordance with the terms of this Escrow Agreement.

In order to establish the escrow of the Escrow Shares pursuant to the Merger
Agreement, the parties hereto are entering into this Agreement.

Capitalized terms used herein and not otherwise defined shall have the
meanings assigned in the Merger Agreement.

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<PAGE>

STATEMENT OF AGREEMENT

1. CFW, the Shareholders' Respresentative, and the Company hereby appoint
the Escrow Agent to serve as Escrow Agent hereunder. The Escrow Agent hereby
accepts such appointment and, upon receipt of the Escrow Shares, agrees to
hold and disburse the Escrow Shares in accordance with this Agreement.

2. The Shareholders' Representative shall act on behalf of All Holders (as
defined below) with respect to any Escrow Losses which CFW claims to have
suffered or incurred or may suffer or incur pursuant to Section 2.3 and
Article IX of the Merger Agreement, or with respect to any other matter
specified herein. The Shareholders' Representative shall receive and make all
notices and communications in connection with this Agreement and the Merger
Agreement and shall have the authority to settle, defend, challenge or
compromise any or all claims of Escrow Losses. CFW and the Escrow Agent shall
be entitled to rely, and shall be fully protected in so relying, upon any
instrument or document executed, or any notice, communication, decision or
action made by the Shareholders' Representative.

3. Escrow Shares shall be held by the Escrow Agent for the term provided
herein and in the Merger Agreement unless and until the receipt by the Escrow
Agent of a certificate in the form of Exhibit A signed by a duly authorized
officer of CFW certifying that CFW has suffered or incurred or may suffer or
incur Escrow Losses within the meaning of Section 2.3 and Article IX of the
Merger Agreement (the "Escrow Certificate"). The Escrow Certificate shall (1)
contain a description in reasonable detail as to the nature and substance of
such Escrow Losses, and (2) instruct the Escrow Agent to release to CFW a
number of Escrow Shares in accordance with the formula set forth in Section
2.3 of the Merger Agreement necessary to pay the amount of such Escrow Losses.
CFW shall deliver an executed copy of the Escrow Certificate to the
Shareholders' Representative simultaneous with the delivery to the Escrow
Agent and the Escrow Agent shall forward a copy of such Escrow Certificate to
the Shareholders' Representative within one business day of the Escrow Agent's
receipt of such Escrow Certificate. If the Escrow Agent does not receive prior
to the expiration of 10 business days after receipt of the Escrow Certificate
by the Shareholders' Representative a written notice from the Shareholders'
Representative not to do so, the Escrow Agent shall release the Escrow Shares
as specified in the Escrow Certificate. If the Shareholders' Representative
sends a notice to the Escrow Agent not to release Escrow Shares (an "Escrow
Certificate Dispute"), then the Escrow Agent shall not release such disputed
Escrow Shares until such time as the Escrow Agent shall have received (i)
joint written instructions signed by the Shareholders' Representative and a
duly authorized officer of CFW, or (ii) a final and unappealable order of a
court having competent jurisdiction resolving such dispute and ordering that
release of such disputed Escrow Shares be made as provided therein.

4. Unless, prior to the second anniversary of the Closing Date, (the "Second
Anniversary"), the Escrow Agent has received either an Escrow Certificate or
an Escrow Extension (as defined in Section 7 hereof), then on the Second
Anniversary the Escrow Agent shall distribute one-half of the Escrow Shares to
the Company shareholders in accordance with Section 6 hereof. If, prior to the
Second Anniversary, the Escrow Agent has received either an Escrow Certificate
or an Escrow Extension, the Escrow Agent shall release, or continue to hold,
Escrow Shares in accordance with Sections 3 or 7 hereof, as the case may be.
If the Escrow Agent has previously released any Escrow Shares to CFW prior to
the Second Anniversary, then, upon the Second Anniversary, the Escrow Agent
shall continue to hold 185,820 Escrow Shares and distribute the other
remaining Escrow Shares to the Company shareholders in accordance with Section
6 hereof, excluding those remaining Escrow Shares held by the Escrow Agent
pursuant to (i) an Escrow Certificate Dispute or (ii) an Escrow Extension.

5. Unless, prior to three years after the filing of the federal income tax
return for the last period covering the Company's operations prior to the
Effective Time or April 15, 2004, whichever is earlier, (the "Escrow
Termination Date") the Escrow Agent has received an Escrow Certificate or an
Escrow Extension, then on the Escrow Termination Date the Escrow Agent shall
distribute all remaining Escrow Shares to the Company shareholders in
accordance with Section 6 hereof. If, prior to the Escrow Termination Date,
the Escrow Agent

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<PAGE>

has received either an Escrow Certificate or an Escrow Extension, the Escrow
Agent shall release, or continue to hold, the Escrow Shares in accordance with
Sections 3 or 7 hereof, as the case may be. If the Escrow Agent has previously
released any Escrow Shares prior to the Escrow Termination Date, then, upon
the Escrow Termination Date, the Escrow Agent will release all remaining
Escrow Shares to the Company shareholders in accordance with Section 6 hereof,
excluding those remaining Escrow Shares held by the Escrow Agent pursuant to
(i) an Escrow Certificate Dispute or (ii) an Escrow Extension.

6. The Escrow Agent shall distribute Escrow Shares to the holders of Company
Common Stock immediately prior to the Effective Time ("All Holders") who have
delivered to CFW all of the certificates representing such holders' shares of
Company Common Stock in accordance with Section 2.2 (a) of the Merger
Agreement (the "Exchanged Holders"). The Escrow Agent shall hold such Escrow
Shares that are to be distributed to All Holders who have not delivered all of
the certificates representing such holders' shares of Company Common Stock
(the "Unexchanged Holders") in accordance with Section 2.2 of the Merger
Agreement.

7. At any time prior to the Escrow Termination Date, if CFW, in accordance
with Article IX of the Merger Agreement, instructs the Escrow Agent (with
written notice to the Shareholders' Representative) to continue to hold the
Escrow Shares as a result of (i) a claim having been then made that could
result in Escrow Losses, or (ii) the assertion by CFW of the reasonable
prospect that it could incur Escrow Losses, supported by written notice
describing with reasonable specificity the facts giving rise to such assertion
(in either case, an "Escrow Extension"), then the Escrow Agent shall continue
to hold the number of Escrow Shares necessary to cover any Escrow Losses
associated with any Escrow Extension in accordance with the formula set forth
in Section 2.3 of the Merger Agreement and in accordance with this Agreement.
The Escrow Agent shall continue to hold such Escrow Shares beyond the Escrow
Termination Date until such time as the Escrow Agent shall have received joint
written instructions signed by both the Shareholders' Representative and a
duly authorized officer of CFW or a final and unappealable order of a court
having competent jurisdiction resolving such dispute and ordering that
delivery of the Escrow Shares be made as provided therein. The date on which
the escrow shall terminate and all Escrow Shares have been released shall be
referred to as the "Final Escrow Release Date."

8. If any dividends shall be payable on shares of CFW Common Stock with a
record date prior to the Final Escrow Release Date, CFW shall pay such
dividends on the Escrow Shares then held in escrow to All Holders; provided,
however, such dividends shall be held by CFW with respect to Unexchanged
Holders in accordance with Sections 2.1 and 2.2 of the Merger Agreement. No
interest will be paid on any dividends so held by CFW.

9. If there are any meetings of the shareholders of CFW with a record date
prior to the Final Escrow Release Date, CFW shall mail proxies for such
meetings to All Holders with respect to the Escrow Shares then held in escrow.
All voting rights with respect to the Escrow Shares shall be exercised by the
beneficial holders thereof.

10. In accordance with Article IX of the Merger Agreement, CFW shall not be
entitled to any Escrow Shares pursuant to an Escrow Certificate or an Escrow
Extension unless and until the amount of all Escrow Losses incurred by CFW
exceeds the lesser of $100,000 per individual item or $500,000 in the
aggregate; except in the event of an individual Escrow Loss of $100,000 or
more, CFW will be entitled to Escrow Shares pursuant to an Escrow Certificate
or an Escrow Extension for the excess over $100,000 even though aggregate
Escrow Losses have not exceeded $500,000 (which excess shall not be counted
against the $500,000 threshold).

11. CFW shall pay the fees and expenses of the Escrow Agent.

12. The Escrow Agent shall not be liable for any action taken or omitted to
be taken by it in good faith. In no event shall the Escrow Agent be liable or
responsible except for its own gross negligence or willful misconduct.

13. This Agreement shall be governed by and construed in accordance with the
laws of the Commonwealth of Virginia and shall be binding upon the parties
hereto and their respective successors and assigns.

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14. This Agreement is not intended to, and shall not give rise to any
rights, or be enforceable by, any person other than the parties hereto and
their respective successors and assigns.

CFW Communications Company

By: _________________________________
Name:
Title:

R&B Communications, Inc.

By: _________________________________
Name:
Title:

Escrow Agent

By: _________________________________
Name:
Title:

_____________________________________
John F. Kilby
as Shareholders' Representative

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Annex B

FAIRNESS OPINION OF BB&T CAPITAL MARKETS, R&B'S INVESTMENT BANKER

June 16, 2000

Board of Directors
R&B Communications, Inc.
1000 Roanoke Road
Daleville, VA 24083-0174

Gentlemen:

Pursuant to an Agreement and Plan of Merger dated June 16, 2000 (the "Merger
Agreement"), R&B Communications, Inc. ("R&B"), CFW Communications Company
("CFW"), and CFW Merger Corporation, a wholly-owned subsidiary of CFW, will be
merged with and into R&B (the "Merger") and R&B will survive as a wholly-owned
subsidiary of CFW.

Under the terms of the Merger Agreement, each outstanding share of R&B
common stock shall be exchanged, upon consummation of the Merger, for 60.27
shares of CFW common stock (the "Exchange Ratio"), provided that no more than
3,716,400 shares of CFW common stock will be exchanged for all of the
outstanding shares of R&B common stock. The other terms and conditions are set
forth in the Merger Agreement and related documents. You have requested our
opinion as investment bankers as to the fairness from a financial point of
view, as of the date of this letter, of the Exchange Ratio to be received by
the stockholders of R&B in the Merger pursuant to the Merger Agreement.

In developing our opinion, we have reviewed and analyzed, among other
things, the following:

(1) the Merger Agreement and certain related documents and the financial
terms of the proposed Merger as set forth therein;

(2) R&B's related financial information for the three fiscal years ended
December 31, 1999 and the three month period ending March 31, 2000;

(3) a discounted cash flow analysis of R&B based on R&B's internally
generated financial projections;

(4) certain publicly available information, including Form 10-Q and the
related audited financial information for the three months ended March 31,
1999, CFW's Annual Reports, Forms 10-K and related financial information
for each of the five fiscal years ended December 31, 1999;

(5) CFW's historical common stock prices and a comparison of such prices
and trading activity with those of certain publicly traded companies which
we deemed to be relevant;

(6) the potential pro forma financial effects of the Merger on CFW;

(7) certain information, including financial forecasts, relating to the
business, earnings, cash flow, assets and prospects of R&B and CFW,
furnished to us by R&B and CFW, respectively;

(8) the respective businesses and prospects as discussed with members of
senior management of R&B and CFW;

(9) a comparison of the financial position and results of operation of
R&B and CFW with those of certain publicly traded companies which we deemed
to be relevant;

(10) a comparison of the proposed financial terms of the Merger with the
financial terms of certain other business combinations that we deemed to be
relevant;

(11) the relative contributions of R&B and CFW to a combined company in
terms of sales, EBITDA, earnings, total assets and stockholders' equity;
and

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(12) such other financial studies and analyses and such other
investigations and matters as we deemed to be material or otherwise
necessary to render our opinion, including our assessment of regulatory,
economic, market and monetary conditions.

In conducting our review and arriving at our opinion, we conducted
discussions with members of the management of each of R&B and CFW related to
the background of the Merger, the reasons and basis for the Merger and the
business and operations, present condition and prospects of R&B and CFW,
individually, or as a combined entity.

In arriving at our opinion, we have relied upon and assumed the accuracy and
completeness of the financial and other information furnished to us by or on
behalf of R&B and CFW or obtained through public sources. We have not
attempted independently to verify such information, and we have not made any
independent appraisal of the assets of R&B and CFW, nor do we assume any
responsibility to do so. We have assumed that R&B's and CFW's forecasts and
projections provided to or reviewed by us have been reasonably prepared based
on the best current estimates and judgments of R&B's and CFW's management,
respectively, as to the future financial condition and results of operations
of R&B and CFW. We have also assumed that, in the course of obtaining
regulatory and third party consents for the Merger and the transactions
contemplated by the Merger Agreement, no restriction will be imposed that will
have a material adverse effect on the future results of operations or
financial condition of R&B or CFW, individually, or as a combined entity. We
have taken into account our assessment of the general economic, financial,
market and industry conditions as they exist and can be evaluated as of the
date hereof, as well as our experience in business valuations in general, and
we assume no responsibility to update or revise our opinion based upon events
or circumstances occurring after the date hereof. We reserve, however, the
right to withdraw, revise or modify our opinion based upon additional
information which may be provided to or obtained by us, which suggests, in our
judgment, a material change in the assumptions upon which our opinion is
based.

BB&T Capital Markets, a division of Scott & Stringfellow ("S&S"), will
receive a fee upon the delivery of its opinion and additional fees if the
Merger is consummated, and R&B has agreed to indemnify us for certain
liabilities arising out of the rendering of this opinion. In the ordinary
course of our business, we and our affiliates may actively trade or hold the
securities of CFW for our own account or for the account of our customers and,
accordingly, may at any time hold a long or short position in such securities.
In addition, we have informed you and you have acknowledged that S&S has
disclosed that S&S has provided research analysis to S&S' customers and/or the
public concerning CFW and may render (and has rendered in the past) investment
banking services from time to time to CFW (other than investment banking
services relating directly to the Merger).

Our opinion expressed herein was prepared for the use of the Board of
Directors of R&B and does not constitute a recommendation to R&B's
stockholders as to how they should vote at the stockholders' meeting in
connection with the Merger. Furthermore, we are expressing no opinion as to
the predicted value of CFW or the price at which CFW's common stock will trade
at any future time. Our opinion may not be reproduced, summarized, excerpted
from or otherwise publicly referred to or disclosed or used in any manner or
for any other purpose without our prior written consent (nor shall any public
reference to BB&T Capital Markets or Scott & Stringfellow be made without our
prior written consent), except that we hereby consent to the inclusion of our
opinion in its entirety as an exhibit to any proxy statement or registration
statement distributed to the stockholders of R&B in connection with the
Merger.

On the basis of our analyses and review and in reliance on the accuracy and
completeness of the information furnished to us and subject to the conditions
and assumptions noted above, it is our opinion that, as of the date hereof,
the Exchange Ratio to be received in the Merger is fair from a financial point
of view to the stockholders of R&B.

Very truly yours,

[/s/ BB&T Capital Markets, a
division of Scott & Stringfellow]

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Annex C

FAIRNESS OPINION OF BANC OF AMERICA SECURITIES LLC,
CFW'S INVESTMENT BANKER

June 16, 2000

Board of Directors
CFW Communications Company
401 Spring Lane, Suite 300
Waynesboro, VA 22980

Members of the Board of Directors:

You have requested our opinion as to the fairness from a financial point of
view to CFW Communications Company, a Virginia corporation (the "Purchaser"),
of the Exchange Ratio (as defined below) provided for in connection with the
proposed merger (the "Merger") of R&B Communications, Inc., a Virginia
corporation (the "Company"), with R&B Combination Company, a Virginia
corporation and a wholly owned subsidiary of the Purchaser. Pursuant to the
terms of the June 14, 2000 draft Agreement and Plan of Merger (the
"Agreement"), among the Company, the Purchaser, and R&B Combination Company,
the Company will become a wholly owned subsidiary of the Purchaser, and
stockholders of the Company will receive for each share of Common Stock, par
value $10.00 per share, of the Company (the "Company Common Stock"), other
than shares held in treasury, 60.27 shares (the "Exchange Ratio") of Common
Stock, no par value, of the Purchaser (the "Purchaser Common Stock"). The
terms and conditions of the Merger are more fully set forth in the Agreement.

For purposes of the opinion set forth herein, we have:

(i) reviewed certain publicly available financial statements and other
business and financial information of the Company and the Purchaser,
respectively;

(ii) reviewed certain internal financial statements and other financial
and operating data concerning the Company and the Purchaser, respectively;

(iii) analyzed certain financial forecasts prepared by the managements of
the Company and the Purchaser, respectively;

(iv) reviewed information relating to certain strategic, financial and
operational benefits anticipated from the Merger, prepared by the
management of the Purchaser;

(v) discussed the past and current operations, financial condition and
prospects of the Company with senior executives of the Company and of the
Purchaser and discussed the past and current operations, financial
condition and prospects of the Purchaser with senior executives of the
Purchaser;

(vi) discussed with senior executives of the Purchaser the results of the
Purchaser's due diligence performed with regard to the Company

(vii) reviewed the reported prices and trading activity for the Purchaser
Common Stock;

(viii) reviewed the pro forma impact of the Merger on the Purchaser's
cash flow, consolidated capitalization and financial ratios;

(ix) compared the financial performance of the Company and the Purchaser
and the prices and trading activity of the Purchaser Common Stock with that
of certain other publicly traded companies we deemed relevant;

(x) compared the financial terms of the Merger to financial terms, to the
extent publicly available, of certain other business combination
transactions we deemed relevant;

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(xi) reviewed the Agreement including Exhibits F. thru H. thereto; and

(xii) performed such other analyses and considered such other factors as
we have deemed appropriate.

We have assumed and relied upon, without independent verification, the
accuracy and completeness of the financial and other information reviewed by
us for the purposes of this opinion. With respect to the financial forecasts,
including information relating to certain strategic, financial and operational
benefits anticipated from the Merger, we have assumed that they have been
reasonably prepared on bases reflecting the best currently available estimates
and good faith judgments of the future financial performance of the Company
and the Purchaser. We have further assumed that there will be no material
changes in the assets, financial condition, results of operations, business or
prospect of the Purchaser or the Company since the respective dates of their
last financial statements made available to us. We have relied on the results
of the Purchaser's due diligence of the Company and have assumed that any
further due diligence to be performed by the Purchaser will not reveal any
material facts not previously disclosed to us. We have not made nor have we
assumed any responsibility for making any independent valuation or appraisal
of the assets or liabilities of the Company, nor have we been furnished with
any such appraisals. We have also assumed that the Merger will be consummated
in a timely manner and in accordance with the terms of the Agreement,
including the satisfaction of the conditions precedent to the Merger contained
in the Agreement and in a manner that complies in all respects with the
applicable provisions of the Securities Act of 1933, as amended (the
"Securities Act"), the Securities Exchange Act of 1934, as amended, and all
other applicable federal or state statutes, rules and regulations. Finally, we
have assumed that the Merger will be treated as a tax-free reorganization,
pursuant to the U.S. Internal Revenue Code of 1986, as amended.

We were not requested to and did not provide advice concerning the
structure, the specific amount of the consideration, or any other aspects of
the transactions contemplated by the Agreement (the "Transactions"), or to
provide services other than the delivery of this opinion. We did not
participate in negotiations with respect to the terms of the Transactions.
Consequently, we have assumed that such terms are the most beneficial terms
from the Purchaser's perspective that could under the circumstances be
negotiated among the parties to the Transactions, and no opinion is expressed
whether any alternative transaction might be more favorable to the Purchaser.

We have acted as sole financial advisor to the Board of Directors of the
Purchaser in connection with this transaction and will receive a fee for our
services, which is contingent upon the consummation of the Transactions. In
addition, Banc of America Securities LLC or its affiliates is providing
additional financial advisory and financing services for the Purchaser and may
receive fees for the rendering of these services contingent upon the
completion of the related transactions. In the ordinary course of our
businesses, we and our affiliates may actively trade the debt and equity
securities of the Company for our own account or for the accounts of
customers, and, accordingly, we or our affiliates may at any time hold long or
short positions in such securities.

It is understood that this letter is for the benefit and use of the Board of
Directors of the Purchaser in connection with and for the purposes of its
evaluation of the Merger and is not on behalf of, and shall not confer rights
or remedies upon, any person other than the Board of Directors. This opinion
may not be disclosed, referred to, or communicated (in whole or in part) to
any third party for any purpose whatsoever except with our prior written
consent in each instance. However, this opinion may be included in its
entirety in any filing made by the Purchaser in respect of the Transactions
with the Securities and Exchange Commission, so long as this opinion is
reproduced in such filing in full and any description of or reference to us or
summary of this opinion and the related analysis in such filing is in a form
acceptable to us and our counsel. In furnishing this opinion, we do not admit
that we are experts within the meaning of the term "experts" as used in the
Securities Act and the rules and regulations promulgated thereunder, nor do we
admit that this opinion constitutes a report or valuation within the meaning
of Section 11 of the Securities Act. Our opinion is necessarily based on
economic, market and other conditions as in effect on, and the information
made available to us as of, the date hereof. It should be understood that
subsequent developments may affect this opinion and we do not have any
obligation

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to update, revise or reaffirm this opinion. This opinion does not in any
manner address the price at which the Purchaser Common Stock will trade
following consummation of the Merger. In addition, we express no opinion or
recommendation as to how the stockholders of the Purchaser and the Company
should vote at the stockholders' meetings held in connection with the Merger.

Based upon and subject to the foregoing, including the various assumptions
and limitations set forth herein, we are of the opinion on the date hereof
that the Exchange Ratio is fair from a financial point of view to the
Purchaser.

Very truly yours,
Banc of America Securities LLC Logo

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Annex D

Virginia Stock Corporation Act
(S)(S) 13.1-729 - 740
Dissenters' Rights

(S) 13.1-729. Definitions.

In this article:
"Corporation" means the issuer of the shares held by a dissenter before the
corporate action, except that (i) with respect to a merger, "corporation"
means the surviving domestic or foreign corporation or limited liability
company by merger of that issuer, and (ii) with respect to a share exchange,
"corporation" means the acquiring corporation by share exchange, rather than
the issuer, if the plan of share exchange places the responsibility for
dissenters' rights on the acquiring corporation.

"Dissenter" means a shareholder who is entitled to dissent from corporate
action under (S) 13.1-730 and who exercises that right when and in the manner
required by (S)(S) 13.1-732 through 13.1-739.

"Fair value," with respect to a dissenter's shares, means the value of the
shares immediately before the effectuation of the corporate action to which
the dissenter objects, excluding any appreciation or depreciation in
anticipation of the corporate action unless exclusion would be inequitable.

"Interest" means interest from the effective date of the corporate action
until the date of payment, at the average rate currently paid by the
corporation on its principal bank loans or, if none, at a rate that is fair
and equitable under all the circumstances.

"Record shareholder" means the person in whose name shares are registered in
the records of a corporation or the beneficial owner of shares to the extent
of the rights granted by a nominee certificate on file with a corporation.

"Beneficial shareholder" means the person who is a beneficial owner of shares
held by a nominee as the record shareholder.

"Shareholder" means the record shareholder or the beneficial shareholder.

(S) 13.1-730. Right to dissent.

A. A shareholder is entitled to dissent from, and obtain payment of the fair
value of his shares in the event of, any of the following corporate actions:

1. Consummation of a plan of merger to which the corporation is a party (i)
if shareholder approval is required for the merger by (S) 13.1-718 or the
articles of incorporation and the shareholder is entitled to vote on the
merger or (ii) if the corporation is a subsidiary that is merged with its
parent under (S) 13.1-719;

2. Consummation of a plan of share exchange to which the corporation is a
party as the corporation whose shares will be acquired, if the shareholder
is entitled to vote on the plan;

3. Consummation of a sale or exchange of all, or substantially all, of the
property of the corporation if the shareholder was entitled to vote on the
sale or exchange or if the sale or exchange was in furtherance of a
dissolution on which the shareholder was entitled to vote, provided that
such dissenter's rights shall not apply in the case of (i) a sale or
exchange pursuant to court order, or (ii) a sale for cash pursuant to a
plan by which all or substantially all of the net proceeds of the sale will
be distributed to the shareholders within one year after the date of sale;

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4. Any corporate action taken pursuant to a shareholder vote to the extent
the articles of incorporation, bylaws, or a resolution of the board of
directors provides that voting or nonvoting shareholders are entitled to
dissent and obtain payment for their shares.

B. A shareholder entitled to dissent and obtain payment for his shares under
this article may not challenge the corporate action creating his entitlement
unless the action is unlawful or fraudulent with respect to the shareholder or
the corporation.

C. Notwithstanding any other provision of this article, with respect to a plan
of merger or share exchange or a sale or exchange of property there shall be
no right of dissent in favor of holders of shares of any class or series
which, at the record date fixed to determine the shareholders entitled to
receive notice of and to vote at the meeting at which the plan of merger or
share exchange or the sale or exchange of property is to be acted on, were (i)
listed on a national securities exchange or on the National Association of
Securities Dealers Automated Quotation System (NASDAQ) or (ii) held by at
least 2,000 record shareholders, unless in either case:

1. The articles of incorporation of the corporation issuing such shares
provide otherwise;

2. In the case of a plan of merger or share exchange, the holders of the
class or series are required under the plan of merger or share exchange to
accept for such shares anything except:

a. Cash;

b. Shares or membership interests, or shares or membership interests
and cash in lieu of fractional shares (i) of the surviving or acquiring
corporation or limited liability company or (ii) of any other
corporation or limited liability company which, at the record date
fixed to determine the shareholders entitled to receive notice of and
to vote at the meeting at which the plan of merger or share exchange is
to be acted on, were either listed subject to notice of issuance on a
national securities exchange or held of record by at least 2,000 record
shareholders or members; or

c. A combination of cash and shares or membership interests as set
forth in subdivisions 2 a and 2 b of this subsection; or

3. The transaction to be voted on is an "affiliated transaction" and is not
approved by a majority of "disinterested directors" as such terms are
defined in (S) 13.1-725.

D. The right of a dissenting shareholder to obtain payment of the fair value
of his shares shall terminate upon the occurrence of any one of the following
events:

1. The proposed corporate action is abandoned or rescinded;

2. A court having jurisdiction permanently enjoins or sets aside the
corporate action; or

3. His demand for payment is withdrawn with the written consent of the
corporation.

E. Notwithstanding any other provision of this article, no shareholder of a
corporation located in a county having a county manager form of government and
which is exempt from income taxation under (S) 501 (c) or (S) 528 of the
Internal Revenue Code and no part of whose income inures or may inure to the
benefit of any private shareholder or individual shall be entitled to dissent
and obtain payment for his shares under this article.

(S) 13.1-731. Dissent by nominees and beneficial owners.

A. A record shareholder may assert dissenters' rights as to fewer than all the
shares registered in his name only if he dissents with respect to all shares
beneficially owned by any one person and notifies the corporation in writing
of the name and address of each person on whose behalf he asserts dissenters'
rights. The rights of a partial dissenter under this subsection are determined
as if the shares as to which he dissents and his other shares were registered
in the names of different shareholders.

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B. A beneficial shareholder may assert dissenters' rights as to shares held on
his behalf only if:

1. He submits to the corporation the record shareholder's written consent
to the dissent not later than the time the beneficial shareholder asserts
dissenters' rights; and

2. He does so with respect to all shares of which he is the beneficial
shareholder or over which he has power to direct the vote.

(S) 13.1-732. Notice of dissenters' rights.

A. If proposed corporate action creating dissenters' rights under (S) 13.1-730
is submitted to a vote at a shareholders' meeting, the meeting notice shall
state that shareholders are or may be entitled to assert dissenters' rights
under this article and be accompanied by a copy of this article.

B. If corporate action creating dissenters' rights under (S) 13.1-730 is taken
without a vote of shareholders, the corporation, during the ten-day period
after the effectuation of such corporate action, shall notify in writing all
record shareholders entitled to assert dissenters' rights that the action was
taken and send them the dissenters' notice described in (S) 13.1-734.

(S) 13.1-733. Notice of intent to demand payment.

A. If proposed corporate action creating dissenters' rights under (S) 13.1-730
is submitted to a vote at a shareholders' meeting, a shareholder who wishes to
assert dissenters' rights (i) shall deliver to the corporation before the vote
is taken written notice of his intent to demand payment for his shares if the
proposed action is effectuated and (ii) shall not vote such shares in favor of
the proposed action.

B. A shareholder who does not satisfy the requirements of subsection A of this
section is not entitled to payment for his shares under this article.

(S) 13.1-734. Dissenters' notice.

A. If proposed corporate action creating dissenters' rights under (S) 13.1-730
is authorized at a shareholders' meeting, the corporation, during the ten-day
period after the effectuation of such corporate action, shall deliver a
dissenters' notice in writing to all shareholders who satisfied the
requirements of (S) 13.1-733.

B. The dissenters' notice shall:

1. State where the payment demand shall be sent and where and when
certificates for certificated shares shall be deposited;

2. Inform holders of uncertificated shares to what extent transfer of the
shares will be restricted after the payment demand is received;

3. Supply a form for demanding payment that includes the date of the first
announcement to news media or to shareholders of the terms of the proposed
corporate action and requires that the person asserting dissenters' rights
certify whether or not he acquired beneficial ownership of the shares
before or after that date;

4. Set a date by which the corporation must receive the payment demand,
which date may not be fewer than thirty nor more than sixty days after the
date of delivery of the dissenters' notice; and

5. Be accompanied by a copy of this article.

(S) 13.1-735. Duty to demand payment.

A. A shareholder sent a dissenters' notice described in (S) 13.1-734 shall
demand payment, certify that he acquired beneficial ownership of the shares
before or after the date required to be set forth in the dissenters' notice

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pursuant to subdivision 3 of subsection B of (S) 13.1-734, and, in the case of
certificated shares, deposit his certificates in accordance with the terms of
the notice.

B. The shareholder who deposits his shares pursuant to subsection A of this
section retains all other rights of a shareholder except to the extent that
these rights are canceled or modified by the taking of the proposed corporate
action.

C. A shareholder who does not demand payment and deposits his share
certificates where required, each by the date set in the dissenters' notice,
is not entitled to payment for his shares under this article.

(S) 13.1-736. Share restrictions.

A. The corporation may restrict the transfer of uncertificated shares from the
date the demand for their payment is received.

B. The person for whom dissenters' rights are asserted as to uncertificated
shares retains all other rights of a shareholder except to the extent that
these rights are canceled or modified by the taking of the proposed corporate
action.

(S) 13.1-737. Payment.

A. Except as provided in (S) 13.1-738, within thirty days after receipt of a
payment demand made pursuant to (S) 13.1-735, the corporation shall pay the
dissenter the amount the corporation estimates to be the fair value of his
shares, plus accrued interest. The obligation of the corporation under this
paragraph may be enforced (i) by the circuit court in the city or county where
the corporation's principal office is located, or, if none in this
Commonwealth, where its registered office is located or (ii) at the election
of any dissenter residing or having its principal office in the Commonwealth,
by the circuit court in the city or county where the dissenter resides or has
its principal office. The court shall dispose of the complaint on an expedited
basis.

B. The payment shall be accompanied by:

1. The corporation's balance sheet as of the end of a fiscal year ending
not more than sixteen months before the effective date of the corporate
action creating dissenters' rights, an income statement for that year, a
statement of changes in shareholders' equity for that year, and the latest
available interim financial statements, if any;

2. An explanation of how the corporation estimated the fair value of the
shares and of how the interest was calculated;

3. A statement of the dissenters' right to demand payment under (S) 13.1-
739; and

4. A copy of this article.

(S) 13.1-738. After-acquired shares.

A. A corporation may elect to withhold payment required by (S) 13.1-737 from a
dissenter unless he was the beneficial owner of the shares on the date of the
first publication by news media or the first announcement to shareholders
generally, whichever is earlier, of the terms of the proposed corporate
action, as set forth in the dissenters' notice.

B. To the extent the corporation elects to withhold payment under subsection A
of this section, after taking the proposed corporate action, it shall estimate
the fair value of the shares, plus accrued interest, and shall offer to pay
this amount to each dissenter who agrees to accept it in full satisfaction of
his demand. The corporation shall send with its offer an explanation of how it
estimated the fair value of the shares and of how the interest was calculated,
and a statement of the dissenter's right to demand payment under (S) 13.1-739.

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(S) 13.1-739. Procedure if shareholder dissatisfied with payment or offer.

A. A dissenter may notify the corporation in writing of his own estimate of
the fair value of his shares and amount of interest due, and demand payment of
his estimate (less any payment under (S) 13.1-737), or reject the
corporation's offer under (S) 13.1-738 and demand payment of the fair value of
his shares and interest due, if the dissenter believes that the amount paid
under (S) 13.1-737 or offered under (S) 13.1-738 is less than the fair value
of his shares or that the interest due is incorrectly calculated.

B. A dissenter waives his right to demand payment under this section unless he
notifies the corporation of his demand in writing under subsection A of this
section within thirty days after the corporation made or offered payment for
his shares.

(S) 13.1-740. Court action.

A. If a demand for payment under (S) 13.1-739 remains unsettled, the
corporation shall commence a proceeding within sixty days after receiving the
payment demand and petition the circuit court in the city or county described
in subsection B of this section to determine the fair value of the shares and
accrued interest. If the corporation does not commence the proceeding within
the sixty-day period, it shall pay each dissenter whose demand remains
unsettled the amount demanded.

B. The corporation shall commence the proceeding in the city or county where
its principal office is located, or, if none in this Commonwealth, where its
registered office is located. If the corporation is a foreign corporation
without a registered office in this Commonwealth, it shall commence the
proceeding in the city or county in this Commonwealth where the registered
office of the domestic corporation merged with or whose shares were acquired
by the foreign corporation was located.

C. The corporation shall make all dissenters, whether or not residents of this
Commonwealth, whose demands remain unsettled parties to the proceeding as in
an action against their shares and all parties shall be served with a copy of
the petition. Nonresidents may be served by registered or certified mail or by
publication as provided by law.

D. The corporation may join as a party to the proceeding any shareholder who
claims to be a dissenter but who has not, in the opinion of the corporation,
complied with the provisions of this article. If the court determines that
such shareholder has not complied with the provisions of this article, he
shall be dismissed as a party.

E. The jurisdiction of the court in which the proceeding is commenced under
subsection B of this section is plenary and exclusive. The court may appoint
one or more persons as appraisers to receive evidence and recommend a decision
on the question of fair value. The appraisers have the powers described in the
order appointing them, or in any amendment to it. The dissenters are entitled
to the same discovery rights as parties in other civil proceedings.

F. Each dissenter made a party to the proceeding is entitled to judgment (i)
for the amount, if any, by which the court finds the fair value of his shares,
plus interest, exceeds the amount paid by the corporation or (ii) for the fair
value, plus accrued interest, of his after-acquired shares for which the
corporation elected to withhold payment under (S) 13.1-738.

(S) 13.1-741. Court costs and counsel fees.

A. The court in an appraisal proceeding commenced under (S) 13.1-740 shall
determine all costs of the proceeding, including the reasonable compensation
and expenses of appraisers appointed by the court. The court shall assess the
costs against the corporation, except that the court may assess costs against
all or some of the dissenters, in amounts the court finds equitable, to the
extent the court finds the dissenters did not act in good faith in demanding
payment under (S) 13.1-739.

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B. The court may also assess the reasonable fees and expenses of experts,
excluding those of counsel, for the respective parties, in amounts the court
finds equitable:

1. Against the corporation and in favor of any or all dissenters if the
court finds the corporation did not substantially comply with the
requirements of (S)(S) 13.1-732 through 13.1-739; or

2. Against either the corporation or a dissenter, in favor of any other
party, if the court finds that the party against whom the fees and expenses
are assessed did not act in good faith with respect to the rights provided
by this article.

C. If the court finds that the services of counsel for any dissenter were of
substantial benefit to other dissenters similarly situated, the court may
award to these counsel reasonable fees to be paid out of the amounts awarded
the dissenters who were benefited.

D. In a proceeding commenced under subsection A of (S) 13.1-737 the court
shall assess the costs against the corporation, except that the court may
assess costs against all or some of the dissenters who are parties to the
proceeding, in amounts the court finds equitable, to the extent the court
finds that such parties did not act in good faith in instituting the
proceeding.

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Annex E

AMENDMENTS TO CFW COMMUNICATIONS COMPANY'S
ARTICLES OF INCORPORATION
(INCLUDING TERMS OF SERIES B AND SERIES C PREFERRED STOCK)

A. Authorized Shares of Common Stock:

The first paragraph of Article II of CFW Communication Company's Articles of
Incorporation is deleted in its entirety and the following is substituted in
its place:

"ARTICLE II

The Corporation shall have authority to issue 75,000,000 shares of Common
Stock, without par value, and 1,000,000 shares of Preferred Stock, without
par value. No holder of shares of any class of the Corporation shall have
any preemptive or preferential right to purchase or subscribe to (i) any
shares of any class of the Corporation, whether now or hereafter
authorized; (ii) any warrants, rights or options to purchase any such
shares; or (iii) any securities or obligations convertible into any such
shares or into warrants, rights or options to purchase any such shares."

B. Name Change:

Article I of CFW Communication Company's Articles of Incorporation is
deleted in its entirety and the following is substituted in its place:

"ARTICLE I

The name of the Corporation is "NTELOS Inc."

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TERMS OF THE SENIOR CUMULATIVE
CONVERTIBLE PREFERRED STOCK, SERIES B

CFW COMMUNICATIONS COMPANY

1. Number; Rank. The number of authorized shares of Senior Cumulative
Convertible Preferred Stock, Series B (the "Series B Preferred Stock") shall
be 112,500. The Series B Preferred Stock shall, with respect to dividend
rights and rights on liquidation, dissolution and winding up rank senior to
all classes of the Company's common stock, no par value per share ("Common
Stock"), and to each other class of capital stock of the Company now or
hereafter established (collectively, the "Junior Securities"). The definition
of Junior Securities shall also include any rights or options exercisable for
or convertible into any of the Junior Securities.

2. Dividends.

(a) Each holder of Series B Preferred Stock shall be entitled to receive, in
respect of each Dividend Period, when, as and if declared by the Board of
Directors of the Company, out of funds legally available for the payment of
dividends, cumulative dividends in an amount per share equal to the excess (if
any) of (i) the Applicable Percentage of the Accreted Value as of the
immediately preceding Dividend Payment Date (or, for the initial Dividend
Period, as of the date of issuance) over (ii) the amount of any regular cash
dividends per share of Series B Preferred Stock that have been paid during
such Dividend Period pursuant to paragraph 2(d). Subject to the provisions of
paragraph 2(b), dividends paid pursuant to this paragraph 2(a) shall be
payable in cash in arrears semi-annually on June 30 and December 31 of each
year (each of such dates being a "Dividend Payment Date" and each such semi-
annual period being a "Dividend Period"). Such dividends shall accrue from the
date of issue (except that dividends on any amounts added to the Accreted
Value pursuant to paragraph 2(b) shall accrue from the date such amounts are
added to the Accreted Value), whether or not in any Dividend Period or Periods
there shall be funds of the Company legally available for the payment of such
dividends. Each such dividend shall be payable to the holders of record of
shares of the Series B Preferred Stock on June 1 and December 1, as they
appear on the stock records of the Company at the close of business on such
record dates. The date on which the Company initially issues any share of
Series B Preferred Stock shall be deemed to be its "date of issue" regardless
of the number of times transfer of such share is made on the stock records
maintained by or for the Company and regardless of the number of certificates
which may be issued to evidence such share.

(b) If dividends are not paid in cash on any Dividend Payment Date for the
immediately preceding Dividend Period (or portion thereof if less than a full
Dividend Period), the unpaid amount shall be added to the Accreted Value for
purposes of calculating succeeding periods' dividends. Notwithstanding the
addition to Accreted Value, the Company may pay, when, as and if declared by
the Board of Directors of the Company, the amount of dividends previously
added to the Accreted Value pursuant to the preceding sentence, and, if and
when so paid, the Accreted Value shall be reduced by the amount of such
payments; provided that if on the date on which any such dividend is declared
the Daily Price of a share of Common Stock is equal to or exceeds the then
applicable Conversion Price, then the Company shall declare and pay such
dividend in the number of shares of Common Stock determined by dividing the
cash amount of such dividend that the Company otherwise would pay by the then
applicable Conversion Price, and the Accreted Value shall be reduced by the
amount of cash the Company otherwise would have paid.

(c) The Applicable Percentage for each full Dividend Period for the Series B
Preferred Stock shall be 4.25%. The Applicable Percentage for the initial
Dividend Period, or any other period shorter or longer than a full Dividend
Period, on the Series B Preferred Stock shall be computed on the basis of a
per annum rate of 8.50% and the actual number of days elapsed over twelve 30-
day months and a 360-day year. No interest, or sum of money in lieu of
interest, shall be payable in respect of any dividend payment or payments on
the Series B Preferred Stock that may be in arrears.

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<PAGE>

(d) In case the Company shall fix a record date for the making of any
dividend or distribution to holders of Common Stock, whether payable in cash,
securities or other property (other than dividends or distributions payable
solely in Common Stock), the holder of each share of Series B Preferred Stock
on such record date shall be entitled to receive an equivalent dividend or
distribution based on the number of shares of Common Stock into which such
share of Series B Preferred Stock is convertible on such record date
(disregarding any Minimum Conversion Price then in effect).

(e) So long as any shares of the Series B Preferred Stock are outstanding,
no Junior Securities shall be redeemed, purchased or otherwise acquired for
any consideration (or any moneys be paid to or made available for a sinking
fund for the redemption of any shares of any such stock) by the Company,
directly or indirectly (except by conversion into or exchange for Junior
Securities) or any cash dividend made on any Junior Security other than the
ordinary dividend on the Company's Common Stock as determined and declared by
the Board in which the holders of the Series B Preferred Stock participate in
accordance with subparagraph (d) above, unless in each case (i) the full
dividends on all outstanding shares of the Series B Preferred Stock shall have
been paid or set apart for payment for all past Dividend Periods and (ii)
sufficient funds shall have been paid or set apart for the payment of the
dividend for the current Dividend Period with respect to the Series B
Preferred Stock.

3. Liquidation Preference.

(a) In the event of any liquidation, dissolution or winding up of the
Company, whether voluntary or involuntary, before any payment or distribution
of the assets of the Company (whether capital or surplus) shall be made to or
set apart for the holders of Junior Securities, the holder of each share of
Series B Preferred Stock shall be entitled to receive an amount per share
equal to the Liquidation Value of such share on the date of distribution, and
such holders shall not be entitled to any further payment. If, upon any
liquidation, dissolution or winding up of the Company, the assets of the
Company, or proceeds thereof, distributable among the holders of the shares of
Series B Preferred Stock shall be insufficient to pay in full the preferential
amount aforesaid, then such assets, or the proceeds thereof, shall be
distributed among the holders of shares of Series B Preferred Stock ratably in
accordance with the respective amounts that would be payable on such shares of
Series B Preferred Stock if all amounts payable thereon were paid in full.
Solely for the purposes of this paragraph 3, neither the sale, conveyance,
exchange or transfer (for cash, shares of stock, securities or other
consideration) of all or substantially all of the property or assets of the
Company nor the consolidation or merger of the Company with or into one or
more other entities shall be deemed to be a liquidation, dissolution or
winding-up of the Company.

(b) After payment shall have been made in full to the holders of the Series
B Preferred Stock, as provided in this paragraph 3, any other series or class
or classes of Junior Securities shall, subject to the respective terms and
provisions (if any) applying thereto, be entitled to receive any and all
assets remaining to be paid or distributed to holders of capital stock of the
Company, and the holders of the Series B Preferred Stock shall not be entitled
to share therein.

4. Conversion.

(a) Subject to the provisions of this paragraph 4, each holder of shares of
Series B Preferred Stock shall have the right, at any time and from time to
time, at such holder's option, to convert its outstanding shares of Series B
Preferred Stock, in whole or in part, into fully paid and non-assessable
shares of Common Stock. Subject to subparagraph 4(a)(ii) below, the number of
shares of Common Stock deliverable upon conversion of one share of Series B
Preferred Stock shall be equal to (i) the Accreted Value of such share on the
date of conversion, plus any dividends accrued to such date (whether or not
earned or declared) since the end of the previous Dividend Period, divided by
(ii) the Conversion Price on such date. No notice delivered by the Company
pursuant to paragraph 5 will limit in any way any holder's rights to convert
pursuant to this paragraph 4(a). In order to exercise the conversion privilege
set forth in paragraph 4(a), the holder of the shares of Series B Preferred
Stock to be converted shall surrender the certificate representing such shares
at the office of the Company, with a written notice of election to convert
completed and signed, specifying the number of shares to

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<PAGE>

be converted. Each conversion pursuant to paragraph 4(a) shall be deemed to
have been effected immediately prior to the close of business on the date on
which the certificates for shares of Series B Preferred Stock shall have been
surrendered and such notice received by the Company as aforesaid, and the
person in whose name or names any certificate or certificates for shares of
Common Stock shall be issuable upon such conversion shall be deemed to have
become the holder of record of the shares of Common Stock represented thereby
at such time on such date. Effective upon such conversion, the shares of
Series B Preferred Stock so converted shall no longer be deemed to be
outstanding, and all rights of a holder with respect to such shares
surrendered for conversion shall immediately terminate except the right to
receive the Common Stock and other amounts payable pursuant to this paragraph
4.

(i) In connection with any conversion of shares of Series B Preferred Stock
into shares of Common Stock occurring within 30 days of the Company's delivery
of a Change of Control Notice pursuant to the provisions of paragraph 4(m),
the number of shares of Common Stock deliverable upon conversion of one share
of Series B Preferred Stock shall be equal to (x) the Change of Control
Amount, divided by (y) the Conversion Price on such date.

(b) Unless the shares issuable on conversion pursuant to this paragraph 4
are to be issued in the same name as the name in which such shares of Series B
Preferred Stock are registered, each share surrendered for conversion shall be
accompanied by instruments of transfer, in form reasonably satisfactory to the
Company, duly executed by the holder or the holder's duly authorized attorney
and an amount sufficient to pay any transfer or similar tax.

As promptly as possible, but in any event within 5 days, after the surrender
by the holder of the certificates for shares of Series B Preferred Stock as
aforesaid, the Company shall issue and shall deliver to such holder, or on the
holder's written order to the holder's transferee, a certificate or
certificates for the whole number of shares of Common Stock issuable upon the
conversion of such shares in accordance with the provisions of this paragraph
4.

All shares of Common Stock delivered upon conversion of the Series B
Preferred Stock will upon delivery be duly and validly issued and fully paid
and non-assessable, free of all liens and charges and not subject to any
preemptive rights.

(c) Upon delivery to the Company by a holder of shares of Series B Preferred
Stock of a notice of election to convert pursuant to paragraph 4(a) above, the
right of the Company to purchase such shares of Series B Preferred Stock shall
terminate, regardless of whether a notice has been mailed pursuant to
paragraph 5.

From the date of delivery by a holder of shares of Series B Preferred Stock
of such notice of election to convert, in lieu of dividends on such Series B
Preferred Stock pursuant to paragraph 2, such Series B Preferred Stock shall
participate equally and ratably with the holders of shares of Common Stock in
all dividends paid on the Common Stock.

Except as provided herein, the Company shall make no payment or adjustment
for accrued dividends on shares of Series B Preferred Stock, whether or not in
arrears, on conversion of such shares or for dividends in cash on the shares
of Common Stock issued upon such conversion.

(d) The Company shall at all times reserve and keep available, free from
preemptive rights, such number of its authorized but unissued shares of Common
Stock as shall be required for the purpose of effecting conversion of the
Series B Preferred Stock.

Prior to the delivery of any securities which the Company shall be obligated
to deliver upon conversion of the Series B Preferred Stock, the Company shall
comply with all applicable federal and state laws and regulations which
require action to be taken by the Company.

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<PAGE>

(e) The Company will pay any and all documentary stamp or similar issue or
transfer taxes payable in respect of the issue or delivery of shares of Common
Stock on conversion of the Series B Preferred Stock pursuant hereto; provided
that the Company shall not be required to pay any tax which may be payable in
respect of any transfer involved in the issue or delivery of shares of Common
Stock in a name other than that of the holder of the Series B Preferred Stock
to be converted and no such issue or delivery shall be made unless and until
the person requesting such issue or delivery has paid to the Company the
amount of any such tax or has established, to the satisfaction of the Company,
that such tax has been paid.

(f) In connection with the conversion of any shares of Series B Preferred
Stock, no fractional shares of Common Stock shall be issued, but in lieu
thereof the Company shall pay to the holder thereof the value of such share in
cash as determined by reference to the Daily Price as of the date of
conversion of such fractional share.

(g) Conversion Price.

(i) In order to prevent dilution of the conversion rights granted under this
paragraph 4, the Conversion Price shall be subject to adjustment from time to
time pursuant to this paragraph (g).

(ii) Subject to subparagraph (g) (iv) below, if and whenever on or after the
original date of issuance of the Series B Preferred Stock the Company issues
or sells, or in accordance with paragraph (h) is deemed to have issued or
sold, any shares of its Common Stock without consideration or at a price per
share less than the Conversion Price in effect immediately prior to such
issuance or sale (or deemed issuance or sale), then in each such case, the
Conversion Price, upon each such issuance or sale, except as hereinafter
provided, shall be lowered so as to be equal to an amount determined by
multiplying the Conversion Price in effect immediately prior to such issuance
or sale by the following fraction:

P + N
---------
P + F

where

P = the number of shares of Common Stock outstanding immediately prior to
such issuance or sale, assuming the exercise or conversion of all outstanding
securities exercisable for or convertible into Common Stock at any time on or
after the date of such calculation

N = the number of shares of Common Stock which the net aggregate
consideration, if any, received by the Company for the total number of such
additional shares of Common Stock so issued or sold would purchase at the
Conversion Price in effect immediately prior to such issuance or sale

F = the number of additional shares of Common Stock so issued or sold

(iii) Notwithstanding the foregoing, there shall be no adjustment in the
Conversion Price as a result of (A) any issue or sale (or deemed issue or
sale) of Options to acquire shares of Common Stock to employees of the
Company, or shares of Common Stock issuable pursuant to the exercise of such
Options, pursuant to stock option plans approved by the Company's Board of
Directors so long as the exercise price of such Options is not less than the
Current Market Price Per Common Share on the date such Options are issued as
determined by the Company's Board of Directors in its good faith judgment, or
any issuance of shares of Common Stock pursuant to the exercise of Options
outstanding as of July 11, 2000; (B) the issuance of up to 3,716,400 shares of
Common Stock to the sellers in connection with the closing of the Company's
acquisition of R&B Communications, Inc. and the issuance to employees of R&B
Communications, Inc. of options to acquire shares of Common Stock (not
exceeding 65,000 shares in the aggregate) pursuant to the terms set forth in
Exhibit G to the Agreement and Plan of Merger, dated as of June 16, 2000, by
and among R&B Communications, Inc., R&B Combination Company and the Company;
(C) Common Stock issued pursuant to and in accordance with the terms of the
Company's Dividend Reinvestment Plan (so long as such shares are issued at a
price which is no less than the Daily Price on the date of issuance) or 1997
Employee Stock Purchase Plan, each as in effect as of July 11,

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<PAGE>

2000; and (D) the issuance of up to 600,000 shares of Common Stock in
connection with the purchase by the Company of minority interests in the
Virginia PCS Alliance, the West Virginia PCS Alliance and/or the Virginia RSA
6 Cellular Limited Partnership (assuming that the aggregate purchase price for
all such minority interests does not exceed $21 million).

(iv) Unless the requisite consent of the holders of the Common Stock has
been obtained, in no event shall the Conversion Price be adjusted below $35.50
(the "Minimum Conversion Price"). If such consent is obtained, this
subparagraph 4(g)(iv) shall be of no further force or effect.

(h) Effect on Conversion Price of Certain Events. For purposes of
determining the adjusted Conversion Price under paragraph (g), the following
shall be applicable:

(i) Issuance of Rights or Options. Except for Options granted in
accordance with the provisions of paragraph (g)(iii) above or in accordance
with the Company's Rights Agreement dated as of February 26, 2000, if the
Company in any manner grants or sells any Options and the price per share
for which Common Stock is issuable upon the exercise of such Options, or
upon conversion or exchange of any Convertible Securities issuable upon
exercise of such Options, is less than the Conversion Price in effect
immediately prior to the time of the granting or sale of such Options, then
the total maximum number of shares of Common Stock issuable upon the
exercise of such Options or upon conversion or exchange of the total
maximum amount of such Convertible Securities issuable upon the exercise of
such Options shall be deemed to be outstanding and to have been issued and
sold by the Company at the time of the granting or sale of such Options for
such price per share. For purposes of this paragraph, the "price per share
for which Common Stock is issuable" shall be determined by dividing (A) the
total amount, if any, received or receivable by the Company as
consideration for the granting or sale of such Options, plus the minimum
aggregate amount of additional consideration payable to the Company upon
exercise of all such Options, plus in the case of such Options which relate
to Convertible Securities, the minimum aggregate amount of additional
consideration, if any, payable to the Company upon the issuance or sale of
such Convertible Securities and the conversion or exchange thereof, by (B)
the total maximum number of shares of Common Stock issuable upon the
exercise of such Options or upon the conversion or exchange of all such
Convertible Securities issuable upon the exercise of such Options. No
further adjustment of the Conversion Price shall be made when Convertible
Securities are actually issued upon the exercise of such Options or when
Common Stock is actually issued upon the exercise of such Options or the
conversion or exchange of such Convertible Securities.

(ii) Issuance of Convertible Securities. If the Company in any manner
issues or sells any Convertible Securities and the price per share for
which Common Stock is issuable upon conversion or exchange thereof is less
than (a) the Conversion Price in effect immediately prior to the time of
such issue or sale, then the maximum number of shares of Common Stock
issuable upon conversion or exchange of such Convertible Securities shall
be deemed to be outstanding and to have been issued and sold by the Company
at the time of the issuance or sale of such Convertible Securities for such
price per share. For the purposes of this paragraph, the "price per share
for which Common Stock is issuable" shall be determined by dividing (A) the
total amount received or receivable by the Company as consideration for the
issue or sale of such Convertible Securities, plus the minimum aggregate
amount of additional consideration, if any, payable to the Company upon the
conversion or exchange thereof, by (B) the total maximum number of shares
of Common Stock issuable upon the conversion or exchange of all such
Convertible Securities. No further adjustment of the Conversion Price shall
be made when Common Stock is actually issued upon the conversion or
exchange of such Convertible Securities, and if any such issue or sale of
such Convertible Securities is made upon exercise of any Options for which
adjustments of the Conversion Price had been or are to be made pursuant to
other provisions of this paragraph (h), no further adjustment of the
Conversion Price shall be made by reason of such issue or sale.

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<PAGE>

payable upon the conversion or exchange of any Convertible Securities or
the rate at which any Convertible Securities are convertible into or
exchangeable for Common Stock changes at any time, the Conversion Price in
effect at the time of such change shall be immediately adjusted to the
Conversion Price which would have been in effect at such time had such
Options or Convertible Securities still outstanding provided for such
changed purchase price, additional consideration or conversion rate, as the
case may be, at the time initially granted, issued or sold; provided that
if such adjustment would result in an increase of the Conversion Price then
in effect, such adjustment shall not be effective until 30 days after
written notice thereof has been given by the Company to all holders of the
Series B Preferred Stock. For purposes of paragraph (h), if the terms of
any Option or Convertible Security which was outstanding as of the date of
issuance of the Series B Preferred Stock are changed in the manner
described in the immediately preceding sentence, then such Option or
Convertible Security and the Common Stock deemed issuable upon exercise,
conversion or exchange thereof shall be deemed to have been issued as of
the date of such change; provided that no such change shall at any time
cause the Conversion Price hereunder to be increased.

(iv) Treatment of Expired Options and Unexercised Convertible
Securities. Upon the expiration of any Option or the termination of any
right to convert or exchange any Convertible Security without the exercise
of any such Option or right, the Conversion Price then in effect hereunder
shall be adjusted immediately to the Conversion Price which would have been
in effect at the time of such expiration or termination had such Option or
Convertible Security, to the extent outstanding immediately prior to such
expiration or termination, never been issued; provided that if such
expiration or termination would result in an increase in the Conversion
Price then in effect, such increase shall not be effective until 30 days
after written notice thereof has been given to all holders of the Series B
Preferred Stock. For purposes of paragraph (h), the expiration or
termination of any Option or Convertible Security which was outstanding as
of the date of issuance of the Series B Preferred Stock shall not cause the
Conversion Price hereunder to be adjusted unless, and only to the extent
that, a change in the terms of such Option or Convertible Security caused
it to be deemed to have been issued after the date of issuance of the
Series B Preferred Stock.

(v) Calculation of Consideration Received. If any Common Stock, Option or
Convertible Security is issued or sold or deemed to have been issued or
sold for cash, the consideration received therefor shall be deemed to be
the amount received by the Company therefor. If any Common Stock, Option or
Convertible Security is issued or sold for a consideration other than cash,
the amount of the consideration other than cash received by the Company
shall be the fair value of such consideration, except where such
consideration consists of securities, in which case the amount of
consideration received by the Company shall be the Market Price thereof as
of the date of receipt. If any Common Stock, Option or Convertible Security
is issued to the owners of the non-surviving entity in connection with any
merger in which the Company is the surviving Company, the amount of
consideration therefor shall be deemed to be the fair value of such portion
of the net assets and business of the non-surviving entity as is
attributable to such Common Stock, Option or Convertible Security, as the
case may be. The fair value of any consideration other than cash and
securities shall be determined jointly by the Company and the holders of a
majority of the outstanding Series B Preferred Stock. If such parties are
unable to reach agreement within a reasonable period of time, the fair
value of such consideration shall be determined by an independent appraiser
experienced in valuing such type of consideration jointly selected by the
Company and the holders of a majority of the outstanding Series B Preferred
Stock. The determination of such appraiser shall be final and binding upon
the parties, and the fees and expenses of such appraiser shall be borne by
the Company.

(vi) Integrated Transactions. In case any Option is issued in connection
with the issue or sale of other securities of the Company, together
comprising one integrated transaction in which no specific consideration is
allocated to such Option by the parties thereto, the Option shall be deemed
to have been issued for a consideration of $.01.

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<PAGE>

deemed to have been issued or sold upon the declaration of such dividend or
upon the making of such other distribution or the date of the granting of
such right of subscription or purchase, as the case may be.

(i) Subdivision or Combination of Common Stock. If the Company at any
time subdivides (by any stock split, stock dividend, recapitalization or
otherwise) one or more classes of its outstanding shares of Common Stock
into a greater number of shares, the Conversion Price in effect immediately
prior to such subdivision shall be proportionately reduced, and if the
Company at any time combines (by reverse stock split or otherwise) one or
more classes of its outstanding shares of Common Stock into a smaller
number of shares, the Conversion Price in effect immediately prior to such
combination shall be proportionately increased.

(j) Reorganization, Reclassification, Consolidation, Merger or Sale. Any
recapitalization, reorganization, reclassification, consolidation, merger,
sale of all or substantially all of the Company's assets or other
transaction, in each case which is effected in such a manner that the
holders of Common Stock are entitled to receive (either directly or upon
subsequent liquidation) stock, securities or assets with respect to or in
exchange for Common Stock, is referred to herein as an "Organic Change".
Prior to the consummation of any Organic Change, the Company shall make
appropriate provisions (in form and substance reasonably satisfactory to
the holders of a majority of the Series B Preferred Stock then outstanding)
to insure that each of the holders of Series B Preferred Stock shall
thereafter have the right to acquire and receive, in lieu of or in addition
to (as the case may be) the shares of Conversion Stock immediately
theretofore acquirable and receivable upon the conversion of such holder's
Series B Preferred Stock, such shares of stock, securities or assets as
such holder would have received in connection with such Organic Change if
such holder had converted its Series B Preferred Stock immediately prior to
such Organic Change. In each such case, the Company shall also make
appropriate provisions (in form and substance reasonably satisfactory to
the holders of a majority of the Series B Preferred Stock then outstanding)
to insure that the provisions of paragraph 4 hereof shall thereafter be
applicable to the Series B Preferred Stock (including, in the case of any
such consolidation, merger or sale in which the successor entity or
purchasing entity is other than the Company, an immediate adjustment of the
Conversion Price pursuant to the provisions of this paragraph 4 to give
effect to the value for the Common Stock reflected by the terms of such
consolidation, merger or sale, and a corresponding immediate adjustment in
the number of shares of Conversion Stock acquirable and receivable upon
conversion of Series B Preferred Stock, if the value so reflected is less
than the Conversion Price in effect immediately prior to such
consolidation, merger or sale). The Company shall not effect any such
consolidation, merger or sale, unless prior to the consummation thereof,
the successor entity (if other than the Company) resulting from
consolidation or merger or the entity purchasing such assets assumes by
written instrument (in form and substance reasonably satisfactory to the
holders of a majority of the Series B Preferred Stock then outstanding),
the obligation to deliver to each such holder such shares of stock,
securities or assets as, in accordance with the foregoing provisions, such
holder may be entitled to acquire.

(k) Certain Events. If any event occurs of the type contemplated by the
provisions of paragraph 4 but not expressly provided for by such provisions
(including, without limitation, the granting of stock appreciation rights,
phantom stock rights or other rights with equity features), then the
Company's Board of Directors shall make an appropriate adjustment in the
Conversion Price so as to protect the rights of the holders of Series B
Preferred Stock; provided that no such adjustment shall increase the
Conversion Price as otherwise determined pursuant to paragraph 4 or
decrease the number of shares of Conversion Stock issuable upon conversion
of each share of Series B Preferred Stock.

(l) Notices.

(i) Immediately upon any adjustment of the Conversion Price, the Company
shall give written notice thereof to all holders of Series B Preferred
Stock, setting forth in reasonable detail and certifying the calculation of
such adjustment.

(ii) The Company shall give written notice to all holders of Series B
Preferred Stock at least 20 days prior to the date on which the Company
closes its books or takes a record (a) with respect to any dividend

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<PAGE>

or distribution upon Common Stock (other than the Company's ordinary Common
Stock dividend), (b) with respect to any pro rata subscription offer to
holders of Common Stock or (c) for determining rights to vote with respect
to any Organic Change, dissolution or liquidation.

(iii) The Company shall also give written notice to the holders of Series
B Preferred Stock at least 20 days prior to the date on which any Organic
Change shall take place.

(m) Change of Control Offer.

(i) Promptly after the occurrence of a Change of Control (the date of
such occurrence being the "Change of Control Date"), the Company shall
commence (or cause to be commenced) an offer to purchase all outstanding
shares of Series B Preferred Stock pursuant to the terms described in
paragraph (m) (iv) (the "Change of Control Offer") at a purchase price
equal to the Change of Control Amount on the Change of Control Payment
Date, and shall purchase (or cause the purchase of) any shares of Series B
Preferred Stock tendered in the Change of Control Offer pursuant to the
terms hereof.

(ii) At the option of each holder of Series B Preferred Stock, the Change
of Control Amount payable to such holder shall be payable (i) in cash, (ii)
in a number of shares of Common Stock (or the securities of the entity into
which the Common Stock became converted or was exchanged in connection with
the Change of Control) determined by dividing the portion of the Change of
Control Amount that would otherwise be paid in cash (and which the holder
has elected to receive in shares) by the Conversion Price in effect as of
the date on which the Change of Control occurred (which will determine the
number of shares of the Company that the holder would receive, which shall
then be used to determine the number of shares of the successor entity, if
applicable, that the holder is entitled to receive), or (iii) in a
combination of cash and such shares.

(iii) If a holder elects to receive the Change of Control Amount in cash,
prior to the mailing of the notice referred to in paragraph (m)(iv), but in
any event within 20 days following the date on which a Change of Control
has occurred, the Company shall (A) promptly determine if the purchase of
the Series B Preferred Stock for cash would violate or constitute a default
under the indebtedness of the Company and (B) either shall repay to the
extent necessary all such indebtedness or preferred stock of the Company
that would prohibit the repurchase of the Series B Preferred Stock pursuant
to a Change of Control Offer or obtain any requisite consents or approvals
under instruments governing any indebtedness or preferred stock of the
Company to permit the repurchase of the Series B Preferred Stock for cash.
The Company shall first comply with this paragraph (m)(iii) before it shall
repurchase for cash any Series B Preferred Stock pursuant to this paragraph
(m).

(iv) Within 20 days following the date on which a Change of Control has
occurred, the Company shall send, by first-class mail, postage prepaid, a
notice (a "Change of Control Notice") to each holder of Series B Preferred
Stock. If applicable, such notice shall contain all instructions and
materials necessary to enable such holders to tender Series B Preferred
Stock pursuant to the Change of Control Offer. Such notice shall state:

(A) that a Change of Control has occurred, that a Change of Control
Offer is being made pursuant to this paragraph (m) and that all Series
B Preferred Stock validly tendered and not withdrawn will be accepted
for payment;

(B) the purchase price (including the amount of accrued dividends, if
any) and the purchase date (which must be no earlier than 30 days nor
later than 60 days from the date such notice is mailed, other than as
may be required by law) (the "Change of Control Payment Date");

(D) that, unless the Company defaults in making payment therefor, any
share of Series B Preferred Stock accepted for payment pursuant to the
Change of Control Offer shall cease to accrue dividends after the
Change of Control Payment Date;

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<PAGE>

(E) that holders electing to have any share of Series B Preferred
Stock purchased pursuant to a Change of Control Offer will be required
to surrender stock certificates representing such shares of Series B
Preferred Stock, properly endorsed for transfer, together with such
other customary documents as the Company and the Transfer Agent may
reasonably request to the Transfer Agent and registrar for the Series B
Preferred Stock at the address specified in the notice prior to the
close of business on the business day prior to the Change of Control
Payment Date;

(F) that holders will be entitled to withdraw their election if the
Company receives, not later than five business days prior to the Change
of Control Payment Date, a telegram, facsimile transmission or letter
setting forth the name of the holder, the number of shares of Series B
Preferred Stock the holder delivered for purchase and a statement that
such holder is withdrawing its election to have such shares of Series B
Preferred Stock purchased;

(G) that holders who tender only a portion of the shares of Series B
Preferred Stock represented by a certificate delivered will, upon
purchase of the shares tendered, be issued a new certificate
representing the unpurchased shares of Series B Preferred Stock; and

(H) the circumstances and relevant facts regarding such Change of
Control (including information with respect to pro forma historical
income, cash flow and capitalization after giving effect to such Change
of Control).

(v) The Company will comply with any tender offer rules under the
Exchange Act which may then be applicable in connection with any offer made
by the Company to repurchase the shares of Series B Preferred Stock as a
result of a Change of Control. To the extent that the provisions of any
securities laws or regulations conflict with provisions hereof, the Company
shall comply with the applicable securities laws and regulations and shall
not be deemed to have breached its obligation hereunder by virtue thereof.

(vi) On the Change of Control Payment Date, the Company shall (A) accept
for payment the shares of Series B Preferred Stock validly tendered
pursuant to the Change of Control Offer, (B) pay to the holders of shares
so accepted the purchase price therefor, at the option of each such holder,
in cash or Common Stock (or the securities of the entity into which the
Common Stock became converted in connection with the Change of Control) as
provided in paragraph (ii) above and (C) cancel each surrendered
certificate and retire the shares represented thereby. Unless the Company
defaults in the payment for the shares of Series B Preferred Stock tendered
pursuant to the Change of Control Offer, dividends will cease to accrue
with respect to the shares of Series B Preferred Stock tendered and all
rights of holders of such tendered shares will terminate, except for the
right to receive payment therefor on the Change of Control Payment Date.

(vii) To accept the Change of Control Offer, the holder of a share of
Series B Preferred Stock shall deliver, prior to the close of business on
the business day prior to the Change of Control Payment Date, written
notice to the Company (or an agent designated by the Company for such
purpose) of such holder's acceptance, together with certificates evidencing
the shares of Series B Preferred Stock with respect to which the Change of
Control Offer is being accepted, duly endorsed for transfer.

(n) Certain Mergers. In connection with any consolidation with or merger
with or into, any person in a transaction where the Common Stock is
converted into or exchanged for securities of such person or an affiliate
of such person, the Company covenants that as a condition precedent to the
consummation of any such consolidation or merger it shall provide the
holders of the Series B Preferred Stock with a certificate, in form and
substance satisfactory to the holders of a majority of the Series B Senior
Preferred Stock signed by a duly authorized officer of the Company
indicating that the person issuing such securities will be organized and
existing under the laws of a jurisdiction which allows for the issuance of
preference stock and that the Series B Preferred Stock shall be converted
into or exchanged for and shall become shares of such person having in
respect of such person substantially the same powers, preference and
relative participating, optional or other special rights and the
qualifications, limitations or restrictions thereon that the Series B
Preferred Stock had immediately prior to such transaction.

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<PAGE>

(o) Conversion at the Option of the Company. If on any date after the
fifth anniversary of the date of issuance of the Series B Preferred Stock,
the Daily Price has been at least $61.50 per share (as adjusted for any
stock splits, stock dividends, reverse stock splits, share consolidations
or other similar transactions) during any 30 trading days out of any
consecutive 45 trading day period, the Company may elect, by written notice
delivered to the Transfer Agent (with a copy to each holder of Series B
Preferred Stock), no later than five Market Days after such date, to cause
all outstanding shares of Series B Preferred Stock to be converted into
fully paid and nonassessable shares of Common Stock. Any such conversion
shall be deemed to have been effected, without further action by any party,
immediately prior to the close of business on the date such notice is
received by the Transfer Agent. The number of shares of Common Stock
deliverable upon conversion of one share of Series B Preferred Stock shall
be equal to (i) the Accreted Value of such share on the date of conversion,
plus any dividends accrued to such date (whether or not earned or declared)
since the end of the previous Dividend Period, divided by (ii) the
Conversion Price on such date.

(p) Reacquired Shares. Any shares of Series B Preferred Stock purchased
or otherwise acquired by the Company in any manner whatsoever shall be
retired and canceled promptly after the acquisition thereof. All such
shares shall upon their cancellation become authorized but unissued shares
of preferred stock and may be reissued as part of a new series of preferred
stock to be created by an amendment or amendments of the Company's articles
of incorporation adopted by the Board of Directors, subject to the
conditions and restrictions on issuance set forth herein.

5. Put/Conversion.

(a) At any time on or after (i) the date which is three months after the
stated maturity date of the Company's senior notes due 2010 or (ii) January
11, 2011, if the Company has not issued such senior notes, the holders of a
majority of the shares of Series B Preferred Stock may, by written notice (the
"Put Notice") to the Company, require the Company to purchase all of the
outstanding shares of Series B Preferred Stock at a price per share equal to
the Accreted Value on the date of purchase, plus all dividends accrued to such
date (whether or not earned or declared) since the most recent Dividend
Payment Date (the "Put Right"). The Put Notice shall state the date of
purchase, which shall be no earlier than 30 days from the date of the Put
Notice. The purchase price will be payable in cash.

(b) Upon receipt of the Put Notice, the Company shall notify, by first class
mail, postage prepaid, each holder of record of the shares to be purchased at
such holder's address as the same appears on the stock register of the
Company; provided that neither the failure to give such notice nor any defect
therein shall affect the validity of the giving of notice for the purchase of
any share of Series B Preferred Stock to be purchased except as to the holder
to whom the Company has failed to give said notice or except as to the holder
whose notice was defective. Each such notice shall state: (i) the date of
purchase; (ii) the purchase price; (iii) the place or places where
certificates for such shares are to be surrendered for payment of the purchase
price; and (iv) that dividends on the shares to be purchased will cease to
accrue on such date of purchase.

(c) Notice having been mailed as aforesaid, from and after the purchase date
(unless default shall be made by the Company in providing money for the
payment of the purchase price), dividends on the shares of Series B Preferred
Stock shall cease to accrue, and all rights of the holders thereof as
stockholders of the Company (except the right to receive from the Company the
purchase price) shall cease. Upon surrender in accordance with said notice of
the certificates for any shares so purchased (properly endorsed or assigned
for transfer, if the Board of Directors of the Company shall so require and
the notice shall so state), such share shall be purchased by the Company at
the purchase price aforesaid.

(d) For the avoidance of doubt, nothing in this paragraph 5 shall restrict
the right of the holders of Series B Preferred Stock to convert their shares
of Series B Preferred Stock into shares of Common Stock prior to such holders
acceptance of the purchase price.

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<PAGE>

(f) The Company shall notify, by first class mail, postage prepaid, mailed
not less than 30 days nor more than 60 days prior to the date of conversion,
each holder of record of the shares to converted at such holder's address as
the same appears on the stock register of the Company; provided that neither
the failure to give such notice nor any defect therein shall affect the
validity of the giving of notice for the conversion of any share of Series B
Preferred Stock to be converted except as to the holder to whom the Company
has failed to give said notice or except as to the holder whose notice was
defective. Each such notice shall state: (i) the conversion date; (ii) the
number of shares of Common Stock and the cash, if any, into which each share
of Series B Preferred Stock will convert; (iii) the place or places where
certificates for shares of Series B Preferred Stock are to be surrendered for
conversion; and (iv) that dividends on the shares to be converted will cease
to accrue on such conversion date.

6. Voting Rights.

(a) Except as otherwise provided in paragraph 6(b) or as required by law,
each holder of Series B Preferred Stock shall be entitled to vote on all
matters and shall be entitled to that number of votes equal to the number of
shares of Common Stock into which such holder's shares of Series B Preferred
Stock could be converted, pursuant to the provisions of paragraph 4 hereof, on
the record date for the determination of shareholders entitled to vote on such
matter or, if no such record date is established, on the date such vote is
taken or any written consent of shareholders is solicited. Except as otherwise
expressly provided herein or as required by law, the holders of shares of
Series B Preferred Stock and Common Stock shall vote together as a single
class on all matters.

(b) For so long as at least 45,000 shares of Series B Preferred Stock remain
outstanding, in the election of directors of the Company, the holders of the
Series B Preferred Stock, voting separately as a single class to the exclusion
of all other classes of the Company's capital stock and with each Share of
Series B Preferred Stock entitled to one vote, shall be entitled to elect two
(2) directors to serve on the Company's Board of Directors until such
directors' successors are duly elected by the holders of the Series B
Preferred Stock or such directors are removed from office by the holders of
the Series B Preferred Stock. If at any time there are less than 45,000 shares
of Series B Preferred Stock outstanding, but for so long as at least 11,250
shares of Series B Preferred Stock remain outstanding, in the election of
directors of the Company, the holders of the Series B Preferred Stock, voting
separately as a single class to the exclusion of all other classes of the
Company's capital stock and with each Share of Series B Preferred Stock
entitled to one vote, shall be entitled to elect one (1) director to serve on
the Company's Board of Directors until such director's successor is duly
elected by the holders of the Series B Preferred Stock or such director is
removed from office by the holders of the Series B Preferred Stock. If the
holders of the Series B Preferred Stock for any reason fail to elect anyone to
fill any such directorship, such position shall remain vacant until such time
as the holders of the Series B Preferred Stock elect a director to fill such
position and shall not be filled by resolution or vote of the Company's Board
of Directors or the Company's other stockholders. For so long as the holders
of Series B Preferred Stock are entitled to elect at least one director, the
Company's Board of Directors shall consist of not more than eleven (11)
directors without the prior written approval of the holders of a majority of
the shares of the Series B Preferred Stock. For so long as the holders of
Series B Preferred Stock are entitled to elect at least one director, at least
one director so elected who shall be specified by the holders of a majority of
the shares of Series B Preferred Stock and who may specify a different
director for each such committee shall be appointed to each committee of the
Company's Board of Directors.

(c) In addition, so long as any of the Series B Preferred Stock is
outstanding, the affirmative vote of the holders of (x) all of the outstanding
shares of Series B Preferred Stock shall be necessary to alter or change the
preferences, rights or powers of the Series B Preferred Stock and (y) a
majority of the outstanding shares of

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<PAGE>

Series B Preferred Stock, voting together as a single class, shall be
necessary to: (i) increase or decrease the authorized number of shares of
Series B Preferred Stock, (ii) amend, alter, repeal or waive any provision of
the Restated Articles of Incorporation (including any articles of amendment
and whether by amendment, merger or otherwise) or the By-laws so as to
adversely affect the preferences, rights or powers of the Series B Preferred
Stock, including, without limitation, the voting powers, dividend rights and
liquidation preference of the Series B Preferred Stock, or change the Series B
Preferred Stock into any other securities (other than as required by paragraph
4(j)), cash or other property, (iii) issue any additional Series B Preferred
Stock or create, authorize or issue any capital stock that ranks prior
(whether with respect to dividends or upon liquidation, dissolution, winding
up or otherwise) to or pari passu with the Series B Preferred Stock, (iv)
redeem or repurchase for cash any Junior Securities, or (v) authorize the
issuance of any Common Stock or Convertible Securities at a price that would
cause the Conversion Price to be adjusted below the Minimum Conversion Price,
provided that the approval required by this clause (v) shall no longer be
required at any time following the approval by the requisite holders of the
Common Stock of the removal of the Minimum Conversion Price limitation and
authorizing the Series B Preferred Stock to be converted into Common Stock at
any price determined by application of the anti-dilution protection set forth
in paragraph 4 above without regard to the Minimum Conversion Price.

7. Miscellaneous. If any holder of Series B Preferred Stock elects to
receive the Change of Control Amount in shares of Common Stock in connection
with a Change of Control Offer pursuant to paragraph 4(m), the Company shall
comply with all statutes, rules and regulations applicable thereto at that
time, including any and all regulations of the principal trading market on
which the Common Stock is then trading, including, if necessary, any
shareholder approval requirement under NASD Rule 4460(i), as it may be amended
from time to time.

8. Definitions. The following terms, as used herein, shall have the
following meanings:

"Accreted Value" equals, with respect to one share of Series B Preferred
Stock, $1,000, adjusted for the amount of any dividends added to (or
subtracted from) the Accreted Value in accordance with paragraph 2(b) (which
aggregate amount shall be subject to adjustment whenever there shall occur a
stock split, combination, re-classification or other similar event involving
the Series B Preferred Stock).

"Applicable Percentage" is defined in paragraph 2(c) hereof.

"Change of Control" means: (i) the sale, lease, transfer, conveyance or
other disposition (other than by way of merger or consolidation), in one or a
series of related transactions, of all or substantially all the assets of the
Company and its subsidiaries taken as a whole to any "person" (as such term is
used in Section 13(d)(3) of the Exchange Act), (ii) the consummation of any
transaction (including any merger or consolidation) the result of which is
that any "person" (as defined above), becomes the beneficial owner (as
determined in accordance with Rules 13d-3 and 13d-5 under the Exchange Act
except that a person will be deemed to have beneficial ownership of all shares
that such person has the right to acquire, whether such right is exercisable
immediately or only after the passage of time), directly or indirectly, of
more than 40% of the Voting Securities of the Company, or (iii) the first day
on which a majority of the members of the board of directors are not
Continuing Directors.

"Change of Control Amount" means, with respect to one share of Series B
Preferred Stock, 101% of the Accreted Value per share plus any dividends
accrued to such date (whether or not earned or declared) since the end of the
previous Dividend Period; provided, however, that if the Change of Control
occurs prior to the fifth anniversary of the date of issue of any share of
Series B Preferred Stock, the Accreted Value shall be calculated assuming the
Change of Control had occurred on the fifth anniversary of the date of issue
of such share of Series B Preferred Stock (and assuming that no cash dividends
had been paid on such share from the actual date of the Change of Control
through the fifth anniversary of the date of issue).

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<PAGE>

be considered to be an Incumbent Director if such individual's election,
appointment or nomination was recommended or approved by at least two-thirds
of the other Incumbent Directors continuing in office following such election,
appointment or nomination present, in person or by telephone, at any meeting
of the Board of Directors of the Company, after the giving of a sufficient
notice to each Incumbent Director so as to provide a reasonable opportunity
for such Incumbent Directors to be present at such meeting.

"Conversion Price" means $41.00, subject to adjustment from time to time as
provided in paragraph 4.

"Conversion Stock" means shares of the Company's Common Stock, no par value
per share; provided that if there is a change such that the securities
issuable upon conversion of the Series B Preferred Stock are issued by an
entity other than the Company or there is a change in the type or class of
securities so issuable, then the term "Conversion Stock" shall mean one share
of the security issuable upon conversion of the Series B Preferred Stock if
such security is issuable in shares, or shall mean the smallest unit in which
such security is issuable if such security is not issuable in shares.

"Convertible Securities" means any stock or securities directly or
indirectly convertible into or exchangeable for Common Stock.

"Current Market Price Per Common Share" means, as of any date, the average
(weighted by daily trading volume) of the Daily Prices per share of Common
Stock for the 30 consecutive trading days immediately prior to such date.

"Daily Price" means, as of any date, (i) if the shares of such class of
Common Stock then are listed and traded on the New York Stock Exchange, Inc.
("NYSE"), the closing price on such date as reported on the NYSE Composite
Transactions Tape; (ii) if the shares of such class of Common Stock then are
not listed and traded on the NYSE, the closing price on such date as reported
by the principal national securities exchange on which the shares are listed
and traded; (iii) if the shares of such class of Common Stock then are not
listed and traded on any such securities exchange, the last reported sale
price on such date on the National Market of the National Association of
Securities Dealers, Inc. Automated Quotation System ("NASDAQ"); or (iv) if the
shares of such class of Common Stock then are not traded on the NASDAQ
National Market, the average of the highest reported bid and lowest reported
asked price on such date as reported by NASDAQ.

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

"Liquidation Value" on any date means, with respect to one share of Series B
Preferred Stock, the greater of (i) the Accreted Value on such date, plus all
dividends (whether or not earned or declared) accrued since the end of the
previous Dividend Period and (ii) the amount that would have been payable on a
number of shares of Common Stock equal to the number of shares of Common Stock
into which a share of Series B Preferred Stock was convertible immediately
prior to such date (disregarding any Minimum Conversion Price then in effect).

"Market Day" means a day on which the principal national securities market
or exchange on which the Common Stock is listed or admitted for trading is
open for the transaction of business.

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<PAGE>

"Market Price" shall be the fair value thereof determined jointly by the
Company and the holders of a majority of the Series B Preferred Stock. If such
parties are unable to reach agreement within a reasonable period of time, such
fair value shall be determined by an independent appraiser experienced in
valuing securities jointly selected by the Company and the holders of a
majority of the Series B Preferred Stock. The determination of such appraiser
shall be final and binding upon the parties, and the Company shall pay the
fees and expenses of such appraiser.

"Options" means any rights, warrants or options to subscribe for or purchase
Common Stock or Convertible Securities.

"Person" as used herein means any corporation, limited liability company,
partnership, trust, organization, association, other entity or individual.

"Securities Act" means the Securities Act of 1933, as amended.

"Transfer Agent" means the transfer agent for the Series B Preferred Stock
appointed by the Company.

"Voting Securities" means securities of the Company ordinarily having the
power to vote for the election of directors of the Company; provided that when
the term "Voting Securities" is used with respect to any other Person it means
the capital stock or other equity interests of any class or kind ordinarily
having the power to vote for the election of directors or other members of the
governing body of such Person.

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TERMS OF THE SENIOR CUMULATIVE
CONVERTIBLE PREFERRED STOCK, SERIES C

CFW COMMUNICATIONS COMPANY

1. Number; Rank. The number of authorized shares of Senior Cumulative
Convertible Preferred Stock, Series C (the "Series C Preferred Stock") shall
be 137,500. The Series C Preferred Stock shall, with respect to dividend
rights and rights on liquidation, dissolution and winding up, rank (i) pari
passu with the Company's Senior Cumulative Convertible Preferred Stock, Series
B (the "Series B Preferred Stock") and with the Company's Senior Cumulative
Convertible Preferred Stock, Series D (the "Series D Preferred Stock") and
(ii) senior to all classes of the Company's common stock, no par value per
share ("Common Stock"), and to each other class of capital stock of the
Company now or hereafter established (collectively, the "Junior Securities").
The definition of Junior Securities shall also include any rights or options
exercisable for or convertible into any of the Junior Securities.

2. Dividends.

(a) Each holder of Series C Preferred Stock shall be entitled to receive, in
respect of each Dividend Period, when, as and if declared by the Board of
Directors of the Company, out of funds legally available for the payment of
dividends, cumulative dividends in an amount per share equal to the excess (if
any) of (i) the Applicable Percentage of the Accreted Value as of the
immediately preceding Dividend Payment Date (or, for the initial Dividend
Period, as of the date of issuance) over (ii) the amount of any regular cash
dividends per share of Series C Preferred Stock that have been paid during
such Dividend Period pursuant to paragraph 2(d). Subject to the provisions of
paragraph 2(b), dividends paid pursuant to this paragraph 2(a) shall be
payable in cash in arrears semi-annually on June 30 and December 31 of each
year (each of such dates being a "Dividend Payment Date" and each such semi-
annual period being a "Dividend Period"). Such dividends shall accrue from the
date of issue (except that dividends on any amounts added to the Accreted
Value pursuant to paragraph 2(b) shall accrue from the date such amounts are
added to the Accreted Value), whether or not in any Dividend Period or Periods
there shall be funds of the Company legally available for the payment of such
dividends. Each such dividend shall be payable to the holders of record of
shares of the Series C Preferred Stock on June 1 and December 1, as they
appear on the stock records of the Company at the close of business on such
record dates. The date on which the Company initially issues any share of
Series C Preferred Stock shall be deemed to be its "date of issue" regardless
of the number of times transfer of such share is made on the stock records
maintained by or for the Company and regardless of the number of certificates
which may be issued to evidence such share.

(c) The Applicable Percentage for each full Dividend Period for the Series C
Preferred Stock shall be 4.25%. The Applicable Percentage for the initial
Dividend Period, or any other period shorter or longer than a full Dividend
Period, on the Series C Preferred Stock shall be computed on the basis of a
per annum rate of 8.50% and the actual number of days elapsed over twelve 30-
day months and a 360-day year. No interest, or sum of money in lieu of
interest, shall be payable in respect of any dividend payment or payments on
the Series C

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<PAGE>

Preferred Stock that may be in arrears. Notwithstanding the foregoing, if
Shareholder Approval is obtained, this subparagraph 2(c) shall automatically
be amended by substituting (i) "2.75%" for "4.25%" in the first sentence
hereof and (ii) "5.50%" for "8.50%" in the second sentence hereof; such
amendment to take effect (x) as of the original date of issuance of the Series
C Preferred Stock, if Shareholder Approval is obtained on or before the date
which is six months from the original date of issuance, or (y) as of the date
Shareholder Approval is obtained, if Shareholder Approval is obtained
following the date which is six months from the original date of issuance.

(d) In case the Company shall fix a record date for the making of any
dividend or distribution to holders of Common Stock, whether payable in cash,
securities or other property (other than dividends or distributions payable
solely in Common Stock), the holder of each share of Series C Preferred Stock
on such record date shall be entitled to receive an equivalent dividend or
distribution based on the number of shares of Common Stock into which such
share of Series C Preferred Stock is convertible on such record date
(disregarding any Conversion Cap or Minimum Conversion Price then in effect).

(e) So long as any shares of the Series C Preferred Stock are outstanding,
no Junior Securities shall be redeemed, purchased or otherwise acquired for
any consideration (or any moneys be paid to or made available for a sinking
fund for the redemption of any shares of any such stock) by the Company,
directly or indirectly (except by conversion into or exchange for Junior
Securities) or any cash dividend made on any Junior Security other than the
ordinary dividend on the Company's Common Stock as determined and declared by
the Board in which the holders of the Series C Preferred Stock participate in
accordance with subparagraph (d) above, unless in each case (i) the full
dividends on all outstanding shares of the Series C Preferred Stock shall have
been paid or set apart for payment for all past Dividend Periods and (ii)
sufficient funds shall have been paid or set apart for the payment of the
dividend for the current Dividend Period with respect to the Series C
Preferred Stock.

3. Liquidation Preference.

(a) In the event of any liquidation, dissolution or winding up of the
Company, whether voluntary or involuntary, before any payment or distribution
of the assets of the Company (whether capital or surplus) shall be made to or
set apart for the holders of Junior Securities, the holder of each share of
Series C Preferred Stock shall be entitled to receive an amount per share
equal to the Liquidation Value of such share on the date of distribution, and
such holders shall not be entitled to any further payment. If, upon any
liquidation, dissolution or winding up of the Company, the assets of the
Company, or proceeds thereof, distributable among the holders of the shares of
Series C Preferred Stock, Series B Preferred Stock and Series D Preferred
Stock (collectively, the "Preferred Stock") shall be insufficient to pay in
full the preferential amount due on such shares, then such assets, or the
proceeds thereof, shall be distributed among the holders of shares of
Preferred Stock ratably in accordance with the respective amounts that would
be payable on such shares of Preferred Stock if all amounts payable thereon
were paid in full. Solely for the purposes of this paragraph 3, neither the
sale, conveyance, exchange or transfer (for cash, shares of stock, securities
or other consideration) of all or substantially all of the property or assets
of the Company nor the consolidation or merger of the Company with or into one
or more other entities shall be deemed to be a liquidation, dissolution or
winding-up of the Company.

(b) After payment shall have been made in full to the holders of the
Preferred Stock, as provided in this paragraph 3, any other series or class or
classes of Junior Securities shall, subject to the respective terms and
provisions (if any) applying thereto, be entitled to receive any and all
assets remaining to be paid or distributed to holders of capital stock of the
Company, and the holders of the Preferred Stock shall not be entitled to share
therein.

4. Conversion.

(a) Subject to the provisions of this paragraph 4, each holder of shares of
Series C Preferred Stock shall have the right, at any time and from time to
time, at such holder's option, to convert its outstanding shares of Series C
Preferred Stock, in whole or in part, into fully paid and non-assessable
shares of Common Stock.

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Subject to subparagraph 4(a)(ii) below, the number of shares of Common Stock
deliverable upon conversion of one share of Series C Preferred Stock shall be
equal to (i) the Accreted Value of such share on the date of conversion, plus
any dividends accrued to such date (whether or not earned or declared) since
the end of the previous Dividend Period, divided by (ii) the Conversion Price
on such date. No notice delivered by the Company pursuant to paragraph 5 will
limit in any way any holder's rights to convert pursuant to this paragraph
4(a). In order to exercise the conversion privilege set forth in paragraph
4(a), the holder of the shares of Series C Preferred Stock to be converted
shall surrender the certificate representing such shares at the office of the
Company, with a written notice of election to convert completed and signed,
specifying the number of shares to be converted. Each conversion pursuant to
paragraph 4(a) shall be deemed to have been effected immediately prior to the
close of business on the date on which the certificates for shares of Series C
Preferred Stock shall have been surrendered and such notice received by the
Company as aforesaid, and the person in whose name or names any certificate or
certificates for shares of Common Stock shall be issuable upon such conversion
shall be deemed to have become the holder of record of the shares of Common
Stock represented thereby at such time on such date. Effective upon such
conversion, the shares of Series C Preferred Stock so converted shall no
longer be deemed to be outstanding, and all rights of a holder with respect to
such shares surrendered for conversion shall immediately terminate except the
right to receive the Common Stock and other amounts payable pursuant to this
paragraph 4.

In connection with any conversion of shares of Series C Preferred Stock into
shares of Common Stock occurring within 30 days of the Company's delivery of a
Change of Control Notice pursuant to the provisions of paragraph 4(m), the
number of shares of Common Stock deliverable upon conversion of one share of
Series C Preferred Stock shall be equal to (x) the Change of Control Amount,
divided by (y) the Conversion Price on such date.

(iii) Unless Shareholder Approval is obtained, in no event shall the
conversion of the Series C Preferred Stock result in the issuance, in the
aggregate, of more than 1,796,000 shares of Common Stock (subject to
proportional adjustment for any stock split, stock dividend, recapitalization,
reverse stock split or other similar event with respect to the Common Stock)
(the resulting number, the "Conversion Cap"). Any portion of the Accreted
Value that may not be converted into Common Stock as a result of the
Conversion Cap shall be paid in cash by the Company at the time the Conversion
Cap is reached. If Shareholder Approval is obtained, this subparagraph
4(a)(iii) shall be of no further force or effect.

(b) Unless the shares issuable on conversion pursuant to this paragraph 4
are to be issued in the same name as the name in which such shares of Series C
Preferred Stock are registered, each share surrendered for conversion shall be
accompanied by instruments of transfer, in form reasonably satisfactory to the
Company, duly executed by the holder or the holder's duly authorized attorney
and an amount sufficient to pay any transfer or similar tax.

As promptly as possible, but in any event within 5 days, after the surrender
by the holder of the certificates for shares of Series C Preferred Stock as
aforesaid, the Company shall issue and shall deliver to such holder, or on the
holder's written order to the holder's transferee, a certificate or
certificates for the whole number of shares of Common Stock issuable upon the
conversion of such shares in accordance with the provisions of this paragraph
4.

All shares of Common Stock delivered upon conversion of the Series C
Preferred Stock will upon delivery be duly and validly issued and fully paid
and non-assessable, free of all liens and charges and not subject to any
preemptive rights.

(c) Upon delivery to the Company by a holder of shares of Series C Preferred
Stock of a notice of election to convert pursuant to paragraph 4(a) above, the
right of the Company to purchase such shares of Series C Preferred Stock shall
terminate, regardless of whether a notice has been mailed pursuant to
paragraph 5.

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<PAGE>

From the date of delivery by a holder of shares of Series C Preferred Stock
of such notice of election to convert, in lieu of dividends on such Series C
Preferred Stock pursuant to paragraph 2, such Series C Preferred Stock shall
participate equally and ratably with the holders of shares of Common Stock in
all dividends paid on the Common Stock.

Except as provided herein, the Company shall make no payment or adjustment
for accrued dividends on shares of Series C Preferred Stock, whether or not in
arrears, on conversion of such shares or for dividends in cash on the shares
of Common Stock issued upon such conversion.

Prior to the delivery of any securities which the Company shall be obligated
to deliver upon conversion of the Series C Preferred Stock, the Company shall
comply with all applicable federal and state laws and regulations which
require action to be taken by the Company.

(e) The Company will pay any and all documentary stamp or similar issue or
transfer taxes payable in respect of the issue or delivery of shares of Common
Stock on conversion of the Series C Preferred Stock pursuant hereto; provided
that the Company shall not be required to pay any tax which may be payable in
respect of any transfer involved in the issue or delivery of shares of Common
Stock in a name other than that of the holder of the Series C Preferred Stock
to be converted and no such issue or delivery shall be made unless and until
the person requesting such issue or delivery has paid to the Company the
amount of any such tax or has established, to the satisfaction of the Company,
that such tax has been paid.

(f) In connection with the conversion of any shares of Series C Preferred
Stock, no fractional shares of Common Stock shall be issued, but in lieu
thereof the Company shall pay to the holder thereof the value of such share in
cash as determined by reference to the Daily Price as of the date of
conversion of such fractional share.

(g) Conversion Price.

(i) In order to prevent dilution of the conversion rights granted under this
paragraph 4, the Conversion Price shall be subject to adjustment from time to
time pursuant to this paragraph (g).

(ii) Subject to the Minimum Conversion Price, if any, if and whenever on or
after the original date of issuance of the Series C Preferred Stock the
Company issues or sells, or in accordance with paragraph (h) is deemed to have
issued or sold, any shares of its Common Stock without consideration or at a
price per share less than the Conversion Price in effect immediately prior to
such issuance or sale (or deemed issuance or sale), then in each such case,
the Conversion Price, upon each such issuance or sale, except as hereinafter
provided, shall be lowered so as to be equal to an amount determined by
multiplying the Conversion Price in effect immediately prior to such issuance
or sale by the following fraction:

P + N
----------
P + F

where

F = the number of additional shares of Common Stock so issued or sold

E-19
<PAGE>

(iv) Unless Shareholder Approval has been obtained, in no event shall the
Conversion Price be adjusted below $35.50 (the "Minimum Conversion Price"). If
Shareholder Approval is obtained, this subparagraph 4(g)(iv) shall be of no
further force or effect.

(h) Effect on Conversion Price of Certain Events. For purposes of
determining the adjusted Conversion Price under paragraph (g), the following
shall be applicable:

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<PAGE>

of the issuance or sale of such Convertible Securities for such price per
share. For the purposes of this paragraph, the "price per share for which
Common Stock is issuable" shall be determined by dividing (A) the total
amount received or receivable by the Company as consideration for the issue
or sale of such Convertible Securities, plus the minimum aggregate amount
of additional consideration, if any, payable to the Company upon the
conversion or exchange thereof, by (B) the total maximum number of shares
of Common Stock issuable upon the conversion or exchange of all such
Convertible Securities. No further adjustment of the Conversion Price shall
be made when Common Stock is actually issued upon the conversion or
exchange of such Convertible Securities, and if any such issue or sale of
such Convertible Securities is made upon exercise of any Options for which
adjustments of the Conversion Price had been or are to be made pursuant to
other provisions of this paragraph (h), no further adjustment of the
Conversion Price shall be made by reason of such issue or sale.

(iii) Change in Option Price or Conversion Rate. Except for Options
granted in accordance with the provisions of paragraph (g)(iii) above or in
accordance with the Company's Rights Agreement dated as of February 26,
2000, if the purchase price provided for in any Options, the additional
consideration, if any, payable upon the conversion or exchange of any
Convertible Securities or the rate at which any Convertible Securities are
convertible into or exchangeable for Common Stock changes at any time, the
Conversion Price in effect at the time of such change shall be immediately
adjusted to the Conversion Price which would have been in effect at such
time had such Options or Convertible Securities still outstanding provided
for such changed purchase price, additional consideration or conversion
rate, as the case may be, at the time initially granted, issued or sold;
provided that if such adjustment would result in an increase of the
Conversion Price then in effect, such adjustment shall not be effective
until 30 days after written notice thereof has been given by the Company to
all holders of the Series C Preferred Stock. For purposes of paragraph (h),
if the terms of any Option or Convertible Security which was outstanding as
of the date of issuance of the Series C Preferred Stock are changed in the
manner described in the immediately preceding sentence, then such Option or
Convertible Security and the Common Stock deemed issuable upon exercise,
conversion or exchange thereof shall be deemed to have been issued as of
the date of such change; provided that no such change shall at any time
cause the Conversion Price hereunder to be increased.

(iv) Treatment of Expired Options and Unexercised Convertible
Securities. Upon the expiration of any Option or the termination of any
right to convert or exchange any Convertible Security without the exercise
of any such Option or right, the Conversion Price then in effect hereunder
shall be adjusted immediately to the Conversion Price which would have been
in effect at the time of such expiration or termination had such Option or
Convertible Security, to the extent outstanding immediately prior to such
expiration or termination, never been issued; provided that if such
expiration or termination would result in an increase in the Conversion
Price then in effect, such increase shall not be effective until 30 days
after written notice thereof has been given to all holders of the Series C
Preferred Stock. For purposes of paragraph (h), the expiration or
termination of any Option or Convertible Security which was outstanding as
of the date of issuance of the Series C Preferred Stock shall not cause the
Conversion Price hereunder to be adjusted unless, and only to the extent
that, a change in the terms of such Option or Convertible Security caused
it to be deemed to have been issued after the date of issuance of the
Series C Preferred Stock.

E-21
<PAGE>

securities shall be determined jointly by the Company and the holders of a
majority of the outstanding Series C Preferred Stock. If such parties are
unable to reach agreement within a reasonable period of time, the fair
value of such consideration shall be determined by an independent appraiser
experienced in valuing such type of consideration jointly selected by the
Company and the holders of a majority of the outstanding Series C Preferred
Stock. The determination of such appraiser shall be final and binding upon
the parties, and the fees and expenses of such appraiser shall be borne by
the Company.

(vii) Record Date. If the Company takes a record of the holders of Common
Stock for the purpose of entitling them (a) to receive a dividend or other
distribution payable in Common Stock, Options or in Convertible Securities
or (b) to subscribe for or purchase Common Stock, Options or Convertible
Securities, then such record date shall be deemed to be the date of the
issue or sale of the shares of Common Stock deemed to have been issued or
sold upon the declaration of such dividend or upon the making of such other
distribution or the date of the granting of such right of subscription or
purchase, as the case may be.

(i) Subdivision or Combination of Common Stock. If the Company at any time
subdivides (by any stock split, stock dividend, recapitalization or otherwise)
one or more classes of its outstanding shares of Common Stock into a greater
number of shares, the Conversion Price in effect immediately prior to such
subdivision shall be proportionately reduced, and if the Company at any time
combines (by reverse stock split or otherwise) one or more classes of its
outstanding shares of Common Stock into a smaller number of shares, the
Conversion Price in effect immediately prior to such combination shall be
proportionately increased.

(j) Reorganization, Reclassification, Consolidation, Merger or Sale. Any
recapitalization, reorganization, reclassification, consolidation, merger,
sale of all or substantially all of the Company's assets or other transaction,
in each case which is effected in such a manner that the holders of Common
Stock are entitled to receive (either directly or upon subsequent liquidation)
stock, securities or assets with respect to or in exchange for Common Stock,
is referred to herein as an "Organic Change". Prior to the consummation of any
Organic Change, the Company shall make appropriate provisions (in form and
substance reasonably satisfactory to the holders of a majority of the Series C
Preferred Stock then outstanding) to insure that each of the holders of Series
C Preferred Stock shall thereafter have the right to acquire and receive, in
lieu of or in addition to (as the case may be) the shares of Conversion Stock
immediately theretofore acquirable and receivable upon the conversion of such
holder's Series C Preferred Stock, such shares of stock, securities or assets
as such holder would have received in connection with such Organic Change if
such holder had converted its Series C Preferred Stock immediately prior to
such Organic Change. In each such case, the Company shall also make
appropriate provisions (in form and substance reasonably satisfactory to the
holders of a majority of the Series C Preferred Stock then outstanding) to
insure that the provisions of paragraph 4 hereof shall thereafter be
applicable to the Series C Preferred Stock (including, in the case of any such
consolidation, merger or sale in which the successor entity or purchasing
entity is other than the Company, an immediate adjustment of the Conversion
Price pursuant to the provisions of this paragraph 4 to give effect to the
value for the Common Stock reflected by the terms of such consolidation,
merger or sale, and a corresponding immediate adjustment in the number of
shares of Conversion Stock acquirable and receivable upon conversion of Series
C Preferred Stock, if the value so reflected is less than the Conversion Price
in effect immediately prior to such consolidation, merger or sale). The
Company shall not effect any such consolidation, merger or sale, unless prior
to the consummation thereof, the successor entity (if other than the Company)
resulting from consolidation or merger or the entity purchasing such assets
assumes by written instrument (in form and substance reasonably satisfactory
to the holders of a majority of the Series C Preferred Stock then
outstanding), the obligation to deliver to each such holder such shares of
stock, securities or assets as, in accordance with the foregoing provisions,
such holder may be entitled to acquire.

E-22
<PAGE>

phantom stock rights or other rights with equity features), then the Company's
Board of Directors shall make an appropriate adjustment in the Conversion
Price so as to protect the rights of the holders of Series C Preferred Stock;
provided that no such adjustment shall increase the Conversion Price as
otherwise determined pursuant to paragraph 4 or decrease the number of shares
of Conversion Stock issuable upon conversion of each share of Series C
Preferred Stock.

(l) Notices.

(i) Immediately upon any adjustment of the Conversion Price, the Company
shall give written notice thereof to all holders of Series C Preferred Stock,
setting forth in reasonable detail and certifying the calculation of such
adjustment.

(ii) The Company shall give written notice to all holders of Series C
Preferred Stock at least 20 days prior to the date on which the Company closes
its books or takes a record (a) with respect to any dividend or distribution
upon Common Stock (other than the Company's ordinary Common Stock dividend),
(b) with respect to any pro rata subscription offer to holders of Common Stock
or (c) for determining rights to vote with respect to any Organic Change,
dissolution or liquidation.

(iii) The Company shall also give written notice to the holders of Series C
Preferred Stock at least 20 days prior to the date on which any Organic Change
shall take place.

(m) Change of Control Offer.

(i) Promptly after the occurrence of a Change of Control (the date of such
occurrence being the "Change of Control Date"), the Company shall commence (or
cause to be commenced) an offer to purchase all outstanding shares of Series C
Preferred Stock pursuant to the terms described in paragraph (m) (iv) (the
"Change of Control Offer") at a purchase price equal to the Change of Control
Amount on the Change of Control Payment Date, and shall purchase (or cause the
purchase of) any shares of Series C Preferred Stock tendered in the Change of
Control Offer pursuant to the terms hereof.

(ii) At the option of each holder of Series C Preferred Stock, the Change of
Control Amount payable to such holder shall be payable (i) in cash, (ii) in a
number of shares of Common Stock (or the securities of the entity into which
the Common Stock became converted or was exchanged in connection with the
Change of Control) determined by dividing the portion of the Change of Control
Amount that would otherwise be paid in cash (and which the holder has elected
to receive in shares) by the Conversion Price in effect as of the date on
which the Change of Control occurred (which will determine the number of
shares of the Company that the holder would receive, which shall then be used
to determine the number of shares of the successor entity, if applicable, that
the holder is entitled to receive), or (iii) in a combination of cash and such
shares.

(iii) If a holder elects to receive the Change of Control Amount in cash,
prior to the mailing of the notice referred to in paragraph (m)(iv), but in
any event within 20 days following the date on which a Change of Control has
occurred, the Company shall (A) promptly determine if the purchase of the
Series C Preferred Stock for cash would violate or constitute a default under
the indebtedness of the Company and (B) either shall repay to the extent
necessary all such indebtedness or preferred stock of the Company that would
prohibit the repurchase of the Series C Preferred Stock pursuant to a Change
of Control Offer or obtain any requisite consents or approvals under
instruments governing any indebtedness or preferred stock of the Company to
permit the repurchase of the Series C Preferred Stock for cash. The Company
shall first comply with this paragraph (m)(iii) before it shall repurchase for
cash any Series C Preferred Stock pursuant to this paragraph (m).

(iv) Within 20 days following the date on which a Change of Control has
occurred, the Company shall send, by first-class mail, postage prepaid, a
notice (a "Change of Control Notice") to each holder of Series C Preferred
Stock. If applicable, such notice shall contain all instructions and materials
necessary to enable such holders to tender Series C Preferred Stock pursuant
to the Change of Control Offer. Such notice shall state:

E-23
<PAGE>

(A) that a Change of Control has occurred, that a Change of Control Offer
is being made pursuant to this paragraph (m) and that all Series C
Preferred Stock validly tendered and not withdrawn will be accepted for
payment;

(B) the purchase price (including the amount of accrued dividends, if
any) and the purchase date (which must be no earlier than 30 days nor later
than 60 days from the date such notice is mailed, other than as may be
required by law) (the "Change of Control Payment Date");

(D) that, unless the Company defaults in making payment therefor, any
share of Series C Preferred Stock accepted for payment pursuant to the
Change of Control Offer shall cease to accrue dividends after the Change of
Control Payment Date;

(E) that holders electing to have any share of Series C Preferred Stock
purchased pursuant to a Change of Control Offer will be required to
surrender stock certificates representing such shares of Series C Preferred
Stock, properly endorsed for transfer, together with such other customary
documents as the Company and the Transfer Agent may reasonably request to
the Transfer Agent and registrar for the Series C Preferred Stock at the
address specified in the notice prior to the close of business on the
business day prior to the Change of Control Payment Date;

(F) that holders will be entitled to withdraw their election if the
Company receives, not later than five business days prior to the Change of
Control Payment Date, a telegram, facsimile transmission or letter setting
forth the name of the holder, the number of shares of Series C Preferred
Stock the holder delivered for purchase and a statement that such holder is
withdrawing its election to have such shares of Series C Preferred Stock
purchased;

(G) that holders who tender only a portion of the shares of Series C
Preferred Stock represented by a certificate delivered will, upon purchase
of the shares tendered, be issued a new certificate representing the
unpurchased shares of Series C Preferred Stock; and

(H) the circumstances and relevant facts regarding such Change of Control
(including information with respect to pro forma historical income, cash
flow and capitalization after giving effect to such Change of Control).

(v) The Company will comply with any tender offer rules under the Exchange
Act which may then be applicable in connection with any offer made by the
Company to repurchase the shares of Series C Preferred Stock as a result of a
Change of Control. To the extent that the provisions of any securities laws or
regulations conflict with provisions hereof, the Company shall comply with the
applicable securities laws and regulations and shall not be deemed to have
breached its obligation hereunder by virtue thereof.

(vi) On the Change of Control Payment Date, the Company shall (A) accept for
payment the shares of Series C Preferred Stock validly tendered pursuant to
the Change of Control Offer, (B) pay to the holders of shares so accepted the
purchase price therefor, at the option of each such holder, in cash or Common
Stock (or the securities of the entity into which the Common Stock became
converted in connection with the Change of Control) as provided in paragraph
(ii) above and (C) cancel each surrendered certificate and retire the shares
represented thereby. Unless the Company defaults in the payment for the shares
of Series C Preferred Stock tendered pursuant to the Change of Control Offer,
dividends will cease to accrue with respect to the shares of Series C
Preferred Stock tendered and all rights of holders of such tendered shares
will terminate, except for the right to receive payment therefor on the Change
of Control Payment Date.

(vii) To accept the Change of Control Offer, the holder of a share of Series
C Preferred Stock shall deliver, prior to the close of business on the
business day prior to the Change of Control Payment Date, written notice to
the Company (or an agent designated by the Company for such purpose) of such
holder's acceptance, together with certificates evidencing the shares of
Series C Preferred Stock with respect to which the Change of Control Offer is
being accepted, duly endorsed for transfer.

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<PAGE>

(n) Certain Mergers. In connection with any consolidation with or merger
with or into, any person in a transaction where the Common Stock is converted
into or exchanged for securities of such person or an affiliate of such
person, the Company covenants that as a condition precedent to the
consummation of any such consolidation or merger it shall provide the holders
of the Series C Preferred Stock with a certificate, in form and substance
satisfactory to the holders of a majority of the Series C Senior Preferred
Stock signed by a duly authorized officer of the Company indicating that the
person issuing such securities will be organized and existing under the laws
of a jurisdiction which allows for the issuance of preference stock and that
the Series C Preferred Stock shall be converted into or exchanged for and
shall become shares of such person having in respect of such person
substantially the same powers, preference and relative participating, optional
or other special rights and the qualifications, limitations or restrictions
thereon that the Series C Preferred Stock had immediately prior to such
transaction.

(o) Conversion at the Option of the Company. If on any date after the fifth
anniversary of the date of issuance of the Series C Preferred Stock, the Daily
Price has been at least $64.50 per share (as adjusted for any stock splits,
stock dividends, reverse stock splits, share consolidations or other similar
transactions) during any 30 trading days out of any consecutive 45 trading day
period, the Company may elect, by written notice delivered to the Transfer
Agent (with a copy to each holder of Series C Preferred Stock), no later than
five Market Days after such date, to cause all outstanding shares of Series C
Preferred Stock to be converted into fully paid and nonassessable shares of
Common Stock. Any such conversion shall be deemed to have been effected,
without further action by any party, immediately prior to the close of
business on the date such notice is received by the Transfer Agent. The number
of shares of Common Stock deliverable upon conversion of one share of Series C
Preferred Stock shall be equal to (i) the Accreted Value of such share on the
date of conversion, plus any dividends accrued to such date (whether or not
earned or declared) since the end of the previous Dividend Period, divided by
(ii) the Conversion Price on such date.

(p) Reacquired Shares. Any shares of Series C Preferred Stock purchased or
otherwise acquired by the Company in any manner whatsoever shall be retired
and canceled promptly after the acquisition thereof. All such shares shall
upon their cancellation become authorized but unissued shares of preferred
stock and may be reissued as part of a new series of preferred stock to be
created by an amendment or amendments of the Company's articles of
incorporation adopted by the Board of Directors, subject to the conditions and
restrictions on issuance set forth herein.

5. Put/Conversion.

(a) At any time on or after October 26, 2010, the holders of a majority of
the shares of Series C Preferred Stock may, by written notice (the "Put
Notice") to the Company, require the Company to purchase all of the
outstanding shares of Series C Preferred Stock at a price per share equal to
the Accreted Value on the date of purchase, plus all dividends accrued to such
date (whether or not earned or declared) since the most recent Dividend
Payment Date (the "Put Right"). The Put Notice shall state the date of
purchase, which shall be no earlier than 30 days from the date of the Put
Notice. The purchase price will be payable in cash.

(b) Upon receipt of the Put Notice, the Company shall notify, by first class
mail, postage prepaid, each holder of record of the shares to be purchased at
such holder's address as the same appears on the stock register of the
Company; provided that neither the failure to give such notice nor any defect
therein shall affect the validity of the giving of notice for the purchase of
any share of Series C Preferred Stock to be purchased except as to the holder
to whom the Company has failed to give said notice or except as to the holder
whose notice was defective. Each such notice shall state: (i) the date of
purchase; (ii) the purchase price; (iii) the place or places where
certificates for such shares are to be surrendered for payment of the purchase
price; and (iv) that dividends on the shares to be purchased will cease to
accrue on such date of purchase.

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<PAGE>

the right to receive from the Company the purchase price) shall cease. Upon
surrender in accordance with said notice of the certificates for any shares so
purchased (properly endorsed or assigned for transfer, if the Board of
Directors of the Company shall so require and the notice shall so state), such
share shall be purchased by the Company at the purchase price aforesaid.

(d) For the avoidance of doubt, nothing in this paragraph 5 shall restrict
the right of the holders of Series C Preferred Stock to convert their shares
of Series C Preferred Stock into shares of Common Stock prior to such holders
acceptance of the purchase price.

(e) If a Put Notice has not been delivered to the Company on or before the
date which is one year from the applicable date set forth in paragraph 5(a)
above, then the Company shall have the right to convert all, but not less than
all, of the outstanding shares of Series C Preferred Stock into fully paid and
non-assessable shares of Common Stock pursuant to the provisions of paragraph
4. Notwithstanding the foregoing, if the Conversion Cap prohibits the issuance
of the proper number of shares of Common Stock, then, in lieu of such shares
of Common Stock which may not be issued due to the Conversion Cap, the Company
shall pay to the holders of the Series C Preferred Stock cash in an amount
equal to the Current Market Price Per Common Share of such shares of Common
Stock as of the date of conversion. If, upon any such conversion, the holders
of Series C Preferred Stock will receive shares of Common Stock and cash, then
each holder shall receive shares and cash ratably in accordance with the
number of shares of Series C Preferred Stock held by such holder.

(f) The Company shall notify, by first class mail, postage prepaid, mailed
not less than 30 days nor more than 60 days prior to the date of conversion,
each holder of record of the shares to converted at such holder's address as
the same appears on the stock register of the Company; provided that neither
the failure to give such notice nor any defect therein shall affect the
validity of the giving of notice for the conversion of any share of Series C
Preferred Stock to be converted except as to the holder to whom the Company
has failed to give said notice or except as to the holder whose notice was
defective. Each such notice shall state: (i) the conversion date; (ii) the
number of shares of Common Stock and the cash, if any, into which each share
of Series C Preferred Stock will convert; (iii) the place or places where
certificates for shares of Series C Preferred Stock are to be surrendered for
conversion; and (iv) that dividends on the shares to be converted will cease
to accrue on such conversion date.

6. Voting Rights.

(a) Except as required by law, each holder of Series C Preferred Stock shall
be entitled to vote on all matters and shall be entitled to that number of
votes equal to the number of shares of Common Stock into which such holder's
shares of Series C Preferred Stock could be converted, pursuant to the
provisions of paragraph 4 hereof, on the record date for the determination of
shareholders entitled to vote on such matter or, if no such record date is
established, on the date such vote is taken or any written consent of
shareholders is solicited. Except as otherwise expressly provided herein or as
required by law, the holders of shares of Series C Preferred Stock and Common
Stock shall vote together as a single class on all matters.

(b) In addition, so long as any of the Series C Preferred Stock is
outstanding, the affirmative vote of the holders of (x) all of the outstanding
shares of Series C Preferred Stock shall be necessary to alter or change the
preferences, rights or powers of the Series C Preferred Stock, and (y) a
majority of the outstanding shares of Series C Preferred Stock, voting
together as a single class, shall be necessary to: (i) increase or decrease
the authorized number of shares of Series C Preferred Stock, (ii) amend,
alter, repeal or waive any provision of the Restated Articles of Incorporation
(including any articles of amendment and whether by amendment, merger or
otherwise) or the By-laws so as to adversely affect the preferences, rights or
powers of the Series C Preferred Stock, including, without limitation, the
voting powers, dividend rights and liquidation preference of the Series C
Preferred Stock, or change the Series C Preferred Stock into any other
securities (other than as required by paragraph 4(j)), cash or other property,
(iii) issue any additional Series C Preferred Stock or create, authorize or
issue any capital stock that ranks prior (whether with respect to dividends or
upon liquidation, dissolution, winding up or otherwise) to or pari passu with
the Series C Preferred Stock, (iv) redeem or repurchase for cash

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any Junior Securities, or (v) authorize the issuance of any Common Stock or
Convertible Securities at a price that would cause the Conversion Price to be
adjusted below the Minimum Conversion Price, provided that the approval
required by this clause (v) shall no longer be required at any time following
Shareholder Approval removing the Minimum Conversion Price limitation and
authorizing the Series C Preferred Stock to be converted into Common Stock at
any Conversion Price determined by application of the anti-dilution protection
set forth in paragraph 4 above without regard to the Minimum Conversion Price.

7. Miscellaneous. If any holder of Series C Preferred Stock elects to
receive the Change of Control Amount in shares of Common Stock in connection
with a Change of Control Offer pursuant to paragraph 4(m), the Company shall
comply with all statutes, rules and regulations applicable thereto at that
time, including any and all regulations of the principal trading market on
which the Common Stock is then trading, including, if necessary, any
shareholder approval requirement under NASD Rule 4460(i), as it may be amended
from time to time.

8. Definitions. The following terms, as used herein, shall have the
following meanings:

"Accreted Value" equals, with respect to one share of Series C Preferred
Stock, $1,000, adjusted for the amount of any dividends added to (or
subtracted from) the Accreted Value in accordance with paragraph 2(b) (which
aggregate amount shall be subject to adjustment whenever there shall occur a
stock split, combination, re-classification or other similar event involving
the Series C Preferred Stock).

"Applicable Percentage" is defined in paragraph 2(c) hereof.

"Change of Control Amount" means, with respect to one share of Series C
Preferred Stock, 101% of the Accreted Value per share plus any dividends
accrued to such date (whether or not earned or declared) since the end of the
previous Dividend Period; provided, however, that if the Change of Control
occurs prior to the fifth anniversary of the date of issue of any share of
Series C Preferred Stock, the Accreted Value shall be calculated assuming the
Change of Control had occurred on the fifth anniversary of the date of issue
of such share of Series C Preferred Stock (and assuming that no cash dividends
had been paid on such share from the actual date of the Change of Control
through the fifth anniversary of the date of issue).

"Continuing Directors" means individuals who constituted the Board of
Directors of the Company on July 11, 2000 (the "Incumbent Directors");
provided that any individual becoming a director during any year shall be
considered to be an Incumbent Director if such individual's election,
appointment or nomination was recommended or approved by at least two-thirds
of the other Incumbent Directors continuing in office following such election,
appointment or nomination present, in person or by telephone, at any meeting
of the Board of Directors of the Company, after the giving of a sufficient
notice to each Incumbent Director so as to provide a reasonable opportunity
for such Incumbent Directors to be present at such meeting.

"Conversion Price" means $43.00, subject to adjustment from time to time as
provided in paragraph 4; provided, however, that if Shareholder Approval is
obtained, this definition will automatically be amended by substituting
"$45.00" for "$43.00".

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"Conversion Stock" means shares of the Company's Common Stock, no par value
per share; provided that if there is a change such that the securities
issuable upon conversion of the Series C Preferred Stock are issued by an
entity other than the Company or there is a change in the type or class of
securities so issuable, then the term "Conversion Stock" shall mean one share
of the security issuable upon conversion of the Series C Preferred Stock if
such security is issuable in shares, or shall mean the smallest unit in which
such security is issuable if such security is not issuable in shares.

"Convertible Securities" means any stock or securities directly or
indirectly convertible into or exchangeable for Common Stock.

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

"Liquidation Value" on any date means, with respect to one share of Series C
Preferred Stock, the greater of (i) the Accreted Value on such date, plus all
dividends (whether or not earned or declared) accrued since the end of the
previous Dividend Period and (ii) the amount that would have been payable on a
number of shares of Common Stock equal to the number of shares of Common Stock
into which a share of Series C Preferred Stock was convertible immediately
prior to such date (disregarding any Conversion Cap or Minimum Conversion
Price then in effect).

"Market Day" means a day on which the principal national securities market
or exchange on which the Common Stock is listed or admitted for trading is
open for the transaction of business.

"Market Price" of any security means the average of the closing prices of
such security's sales on all securities exchanges on which such security may
at the time be listed, or, if there has been no sales on any such exchange on
any day, the average of the highest bid and lowest asked prices on all such
exchanges at the end of such day, or, if on any day such security is not so
listed, the average of the representative bid and asked prices quoted in the
NASDAQ System as of 4:00 P.M., New York time, or, if on any day such security
is not quoted in the NASDAQ System, the average of the highest bid and lowest
asked prices on such day in the domestic over-the-counter market as reported
by the National Quotation Bureau, Incorporated, or any similar successor
organization, in each such case averaged over a period of 21 days consisting
of the day as of which "Market Price" is being determined and the 20
consecutive business days prior to such day. If at any time such security is
not listed on any securities exchange or quoted in the NASDAQ System or the
over-the-counter market, the "Market Price" shall be the fair value thereof
determined jointly by the Company and the holders of a majority of the Series
C Preferred Stock. If such parties are unable to reach agreement within a
reasonable period of time, such fair value shall be determined by an
independent appraiser experienced in valuing securities jointly selected by
the Company and the holders of a majority of the Series C Preferred Stock. The
determination of such appraiser shall be final and binding upon the parties,
and the Company shall pay the fees and expenses of such appraiser.

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"Options" means any rights, warrants or options to subscribe for or purchase
Common Stock or Convertible Securities.

"Person" as used herein means any corporation, limited liability company,
partnership, trust, organization, association, other entity or individual.

"Securities Act" means the Securities Act of 1933, as amended.

"Shareholder Approval" means the approval of requisite holders of the Common
Stock with respect to each of the following: (i) the removal of the Conversion
Cap contemplated in subparagraph 4(a)(iii), (ii) the removal of the Minimum
Conversion Price contemplated in subparagraph 4(g)(iv), (iii) the removal of
any limitation on the conversion of the Series D Preferred Stock into Series C
Preferred Stock and on the conversion of the Series C Preferred Stock into
Common Stock and (iv) the removal of any limitation on the right of Welsh,
Carson, Anderson & Stowe VIII, L.P., Welsh, Carson, Anderson & Stowe IX, L.P.
or any of their Affiliates to vote any Voting Securities contained in Section
4.02 of that certain Amended and Restated Shareholders Agreement dated as of
July 26, 2000.

"Transfer Agent" means the transfer agent for the Series C Preferred Stock
appointed by the Company.

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