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P R O X Y CFW COMMUNICATIONS COMPANY EXHIBIT 99.2
Proxy Solicited by the Board of Directors
The undersigned hereby constitutes J.B. Mitchell, Sr. and M. B.
Moneymaker, or either of them, attorneys and proxies, with power of
substitution in each, to act for the undersigned with respect to all Senior
Cumulative Convertible Preferred Stock, Series B and Senior Cumulative
Preferred Stock, Series C of the undersigned at a special meeting of
shareholders to be held at the Holiday Inn at the intersection of Route 275
and I-81, North of Staunton, Virginia, on December 4, 2000, at 11:00 a.m.,
or any adjournment thereof, and to vote all shares of common stock which
the undersigned would be entitled to vote if then and there personally
present, on the matters set forth below:
The Board of Directors recommends a vote "FOR"
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FOR AGAINST ABSTAIN
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1. To approve the issuance of up to 3,716,400 shares of
CFW common stock to R&B shareholders pursuant to the
Agreement and Plan of Merger. [_] [_] [_]
2. To approve an amendment of CFW's Articles of
Incorporation to increase the authorized shares of
CFW common stock from 20,000,000 to 75,000,000. [_] [_] [_]
3. To approve an increase in the size of CFW's board of
directors to 11 members. [_] [_] [_]
4. To approve the change of CFW's name to NTELOS Inc. [_] [_] [_]
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5. To vote on such other business, if any, that may properly
come before the meeting.
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[_]Please check box if you plan to attend the meeting.
Dated: __________ , 2000 ________________________________
________________________________
(Please sign your name(s)
exactly as shown hereon.)
THIS PROXY WHEN PROPERLY EXE-
CUTED WILL BE VOTED IN THE MAN-
NER DIRECTED HEREIN BY THE
SHAREHOLDER(S). IF NO DIRECTION
IS MADE, THIS PROXY WILL BE
VOTED "FOR" PROPOSALS 1 THROUGH
5 ABOVE AND AS THE PROXIES DEEM
ADVISABLE ON SUCH OTHER MATTERS
TO BE CONSIDERED AT THE MEET-
ING.
