CENTENNIAL CELLULAR CORP, DEF 14A, 1999-09-27

CENTENNIAL CELLULAR CORP
DEF 14A, 1999-09-27
RADIOTELEPHONE COMMUNICATIONS

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SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

CENTENNIAL CELLULAR CORP.
................................................................
(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

[X] No Fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

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

.................................................................

2) Aggregate number of securities to which transaction applies:

.................................................................

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

.................................................................

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4) Proposed maximum aggregate value of transaction:

.................................................................

Total fee paid:

.................................................................

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

1) Amount Previously Paid:

.................................................................

2) Form, Schedule or Registration Statement No.:

.................................................................

3) Filing Party:

.................................................................

4) Date Filed:

.................................................................

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[LOGO]

CENTENNIAL CELLULAR CORP.
1305 CAMPUS PARKWAY
NEPTUNE, NEW JERSEY 07753
------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 20, 1999
------------------------

The board of directors of Centennial Cellular Corp., a Delaware corporation (the
"Company"), hereby gives notice that the 1999 Annual Meeting of Shareholders of
the company (the "Annual Meeting") will be held at The Waldorf=Astoria Hotel,
301 Park Avenue, New York, NY 10022, on Wednesday, October 20, 1999, at 11:00
a.m., Eastern Time, for the following purposes:

1. To elect seven directors of the company to serve until the next annual
meeting of shareholders and thereafter until their successors shall have
been elected and qualified.

2. To vote on the ratification of the selection by the board of directors of
Deloitte & Touche LLP as independent auditors for the company for the fiscal
year ending May 31, 2000.

3. To vote on the ratification of the approval and adoption by the board of
directors of the Centennial Cellular Corp. and its Subsidiaries 1999 Stock
Option and Restricted Stock Purchase Plan as set forth in Exhibit A to the
accompanying Proxy Statement, which provides for the grant to employees and
others providing services to the company of options and awards to purchase
up to 3,000,000 shares of Class A common stock of the company.

4. To transact such other business as may properly come before the meeting.

All shareholders are cordially invited to attend. Only holders of record of
issued and outstanding shares of Class A Common Stock of the company at the
close of business on September 29, 1999 will be entitled to receive notice of
and vote at the Annual Meeting. In accordance with Section 219 of the Delaware
General Corporation Law, the company will make available for examination by any
shareholder, for any purpose germane to the Annual Meeting, during ordinary
business hours, for a period of at least 10 days prior to the Annual Meeting, at
the location of the Annual Meeting, a complete list of the shareholders entitled
to vote at the Annual Meeting, arranged in alphabetical order, and showing the
address of each shareholder and the number of shares registered in the name of
each shareholder. If you attend the Annual Meeting, you may vote in person if
you wish, even though you have previously returned your proxy.

<PAGE>

A copy of each of the company's Proxy Statement and 1999 Annual Report to
Shareholders for its fiscal year ended May 31, 1999 is enclosed herewith.

By Order of the Board of Directors

Peter W. Chehayl,
Secretary
September 28, 1999

<PAGE>

WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING, PLEASE READ THE
ACCOMPANYING PROXY STATEMENT AND PROMPTLY COMPLETE, DATE AND SIGN THE ENCLOSED
PROXY CARD AND RETURN IT IN THE ENCLOSED ENVELOPE, WHICH REQUIRES NO POSTAGE IF
MAILED WITHIN THE UNITED STATES OF AMERICA. THE PROXY IS REVOCABLE BY YOU AT ANY
TIME PRIOR TO ITS USE AT THE ANNUAL MEETING. IF YOU RECEIVE MORE THAN ONE PROXY
CARD BECAUSE YOUR SHARES ARE REGISTERED IN DIFFERENT NAMES OR ADDRESSES, EACH
PROXY CARD SHOULD BE SIGNED AND RETURNED TO ASSURE THAT ALL YOUR SHARES WILL BE
VOTED AT THE ANNUAL MEETING.

<PAGE>

[LOGO]

CENTENNIAL CELLULAR CORP.
1305 CAMPUS PARKWAY
NEPTUNE, NEW JERSEY 07753
--------------------------
PROXY STATEMENT
--------------------------

GENERAL

This Proxy Statement is furnished in connection with the solicitation by the
board of directors of Centennial Cellular Corp., a Delaware corporation (the
"Company"), of proxies for use at the 1999 Annual Meeting of Shareholders of the
company (the "Annual Meeting") to be held at The Waldorf=Astoria Hotel, 301 Park
Avenue, New York, NY 10022, on Wednesday, October 20, 1999 at 11:00 a.m.,
Eastern Time, and at any adjournment or adjournments of the Annual Meeting. This
Proxy Statement and the enclosed proxy are first being sent to shareholders on
or about September 30, 1999.

At the Annual Meeting, shareholders of the company will (i) elect seven
directors of the company to serve until the next annual meeting of shareholders
and thereafter until their successors shall have been elected and qualified;
(ii) vote on the ratification of the selection by the board of directors of
Deloitte & Touche LLP as independent auditors for the company for the fiscal
year ending May 31, 2000; and (iii) vote on the ratification of the approval and
adoption by the board of directors of the Centennial Cellular Corp. and its
Subsidiaries 1999 Stock Option and Restricted Stock Purchase Plan. Shareholders
may also consider and act upon such other matters as may properly come before
the Annual Meeting or any adjournment or adjournments thereof.

The close of business on Wednesday, September 29, 1999 has been selected as the
record date for determining the holders of outstanding shares of the company's
common stock entitled to receive notice of and vote at the Annual Meeting. On
September 29, there were 31,200,961 shares of common stock outstanding. Holders
of common stock are entitled to one vote per share. All shares of common stock
will vote together as one class on all questions that come before the Annual
Meeting.

VOTE REQUIRED

Votes at the Annual Meeting will be tabulated by inspectors of election
appointed by the company. Shares of common stock represented by a properly
signed and returned proxy are considered present at the Annual Meeting for
purposes of determining a quorum.

Brokers holding shares for beneficial owners must vote those shares according to
the specific instructions they receive from the owners. If specific instructions
are not received, as a general rule, brokers may vote these shares in their
discretion. However, brokers are precluded from exercising their voting
discretion on certain types of proposals and, absent specific instructions from
the beneficial

<PAGE>

owner in such cases, brokers may not vote on those proposals. This results in
what is known as a "broker non-vote" on such proposals.

Election of directors will be determined by a plurality vote of the combined
voting power of all shares of common stock present in person or by proxy and
voting at the Annual Meeting. Accordingly, votes "withheld" from
director-nominee(s) will not count against the election of such nominee(s).
Brokers have discretionary authority to vote on the election of directors.

Passage of the proposal to ratify the selection of Deloitte & Touche LLP as
independent auditors for the company for the fiscal year ending May 31, 2000
requires the approval of a majority of the votes cast on this proposal.
Abstentions as to this proposal will not count as votes cast for or against this
proposal and will not be included in calculating the number of votes necessary
for approval of this proposal. Brokers have discretionary authority to vote on
this proposal.

Ratification of the approval and adoption by the board of directors of the
Centennial Cellular Corp. and its Subsidiaries 1999 Stock Option and Restricted
Stock Purchase Plan requires the favorable vote of the holders of a majority of
the combined voting power of all shares of common stock outstanding and entitled
to vote at the Annual Meeting. Brokers do not have discretionary authority to
vote on this item and abstentions and broker non-votes will have the effect of a
negative vote.

All other matters will be determined by the vote of a majority of the combined
voting power of all shares of common stock present in person or by proxy at the
Annual Meeting and voting on such matters. Abstentions and broker non-votes as
to particular matters will not count as votes cast for or against such matters
and will not be included in calculating the number of votes necessary for
approval of such matters.

Each shareholder of the company is requested to complete, sign, date and return
the enclosed proxy without delay in order to ensure that shares owned thereby
are voted at the Annual Meeting. All shares represented by properly executed
proxies will be voted at the Annual Meeting in accordance with the directions
given on such proxies. If no direction is given, a properly executed proxy will
be voted FOR the election of the seven persons named under "Election of
Directors," FOR ratification of the selection of Deloitte & Touche LLP as
independent auditors for the company for the fiscal year ending May 31, 2000,
and FOR ratification of the approval and adoption by the board of directors of
the Centennial Cellular Corp. and its Subsidiaries 1999 Stock Option and
Restricted Stock Purchase Plan. The board of directors does not anticipate that
any other matters will be brought before the Annual Meeting. If, however, other
matters are properly presented, the persons named in the proxy will have
discretion, to the extent allowed by Delaware law, to vote in accordance with
their own judgment on such matters.

REVOCATION OF PROXIES

Any shareholder may revoke a proxy at any time before such proxy is voted.
Proxies may be revoked by (i) delivering to the Secretary of the company a
written notice of revocation bearing a date later than the date of the proxy;
(ii) duly executing a subsequent proxy relating to the same shares of common
stock and delivering it to the Secretary of the company; or (iii) attending the
Annual Meeting and stating to the Secretary of the company an intention to vote
in person and so voting. Attendance at the Annual Meeting

<PAGE>

will not in and of itself constitute revocation of a proxy. Any subsequent proxy
or written notice of revocation of a proxy should be delivered to Centennial
Cellular Corp., 1305 Campus Parkway, Neptune, New Jersey 07753, Attention: Peter
W. Chehayl, Secretary.

COST OF SOLICITATION

The company will bear all costs of soliciting proxies in the accompanying form.
Solicitation will be made by mail, and officers and regular employees of the
company may also solicit proxies by telephone, facsimile or personal interview.
In addition, the company expects to request persons who hold shares in their
names for others to forward copies of this proxy soliciting material to them and
to request authority to execute proxies in the accompanying form, and the
company will reimburse such persons for their out-of-pocket and reasonable
clerical expenses in doing this.

PRINCIPAL SHAREHOLDERS OF THE COMPANY

The table below contains information regarding the beneficial ownership of our
common stock as of September 15, 1999 by each stockholder who owns beneficially
five percent or more of the company's common stock. Holders of common stock are
entitled to one vote per share.

As used in this table, "beneficial ownership" means the sole or shared power to
vote, or to direct the voting of, a security, or the sole or shared investment
power with respect to a security (i.e., the power to dispose of, or to direct
the disposition of, a security). In addition, for purposes of this table, a
person is deemed, as of any date, to have "beneficial ownership" of any security
that such person has the right to acquire within 60 days after such date. The
number of shares beneficially owned by each stockholder is determined according
to the rules of the Securities and Exchange Commission, and the information is
not necessarily indicative of beneficial ownership for any other purpose. Under
current rules, beneficial ownership includes any shares as to which the
individual or entity has sole or shared voting power or investment power. As a
consequence, several persons may be deemed to be the "beneficial owners" of the
same shares.

Unless otherwise noted in the footnotes to this table, each of the stockholders
named in this table has sole voting and investment power with respect to the
common stock shown as beneficially owned. The percentage ownership of each
stockholder is calculated based on 31,200,961 shares of common stock outstanding
on September 15, 1999.

<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP
-----------------------------------------------
NAME AND ADDRESS OF BENEFICIAL OWNER NUMBER OF SHARES PERCENT OF CLASS
- ----------------------------------------------------------------------------------------------------
<S> <C> <C>
Welsh, Carson, Anderson & Stowe VIII, L.P.(1) 17,249,026 55.4%
WCAS Capital Partners III, L.P.(1) 1,626,507 5.2
Blackstone Investors(2) 9,390,681 30.2
Thomas E. McInerney(3) 18,875,533 60.6
Anthony J. de Nicola(4) 18,875,533 60.6
Rudolph E. Rupert(5) 18,875,533 60.6
Mark T. Gallogly(6) 9,390,681 30.2
Lawrence H. Guffey(6) 9,390,681 30.2
</TABLE>

<PAGE>

(1) The address for Welsh, Carson, Anderson & Stowe VIII, L.P. and WCAS Capital
Partners III, L.P. is 320 Park Avenue, Suite 2500, New York, New York
10022. Certain of the shares reflected as owned by Welsh, Carson, Anderson
& Stowe VIII, L.P. are owned beneficially and of record by Welsh, Carson,
Anderson & Stowe VII, L.P. (1,944,351), WCAS Information Partners, L.P.
(68,223) and WCA Management Corporation (170,556), limited partnerships and
corporations affiliated with Welsh, Carson, Anderson & Stowe VIII, L.P. Up
to an aggregate 862,452 shares included as beneficially owned by Welsh,
Carson, Anderson & Stowe VIII, L.P. are owned beneficially and of record by
individuals who are members of the limited liability company that serves as
its sole general partner, including Messrs. McInerney, de Nicola and
Rupert, and individuals employed by its investment advisor. Messrs.
McInerney, de Nicola and Rupert may be deemed to share beneficial ownership
of the shares owned by Welsh, Carson, Anderson & Stowe VIII, L.P., and
disclaim beneficial ownership of such shares except to the extent owned of
record by them.

(2) The total number of shares beneficially owned by Blackstone investors are
owned by Blackstone CCC Capital Partners L.P. (7,471,074), Blackstone CCC
Offshore Capital Partners L.P. (1,356,165) and Blackstone Family Investment
Partnership III L.P. (563,442). Blackstone Management Association III
L.L.C. ("BMA") is the general partner of each of these partnerships, and
Messrs. Peter G. Peterson and Stephen A. Schwarzman, as the founding
members of BMA, may be deemed to share, together with BMA, beneficial
ownership of such shares. The address of the Blackstone investors, BMA and
Messrs. Peterson and Schwarzman is c/o The Blackstone Group, 345 Park
Avenue, New York, New York 10154. Mr. Gallogly, who is a member of BMA,
and Mr. Guffey, who is an employee of affiliates of BMA, disclaim
beneficial ownership of such shares.

(3) Mr. McInerney owns of record 155,328 shares of common stock. Welsh, Carson,
Anderson & Stowe VIII, L.P., Welsh, Carson, Anderson & Stowe VII, L.P.,
WCAS Information Partners, L.P., WCAS Capital Partners III, L.P., WCA
Management Corporation and individuals who are members of the limited
liability company that serves as Welsh, Carson, Anderson & Stowe VIII's
general partner, affiliates of Mr. McInerney, own the remaining shares of
common stock. Mr. McInerney disclaims beneficial ownership of such shares
except to the extent owned of record by him.

(4) Mr. de Nicola owns of record 13,644 shares of common stock. Welsh, Carson,
Anderson & Stowe VIII, L.P., Welsh, Carson, Anderson & Stowe VII, L.P.,
WCAS Information Partners, L.P., WCAS Capital Partners III, L.P., WCA
Management Corporation and individuals who are members of the limited
liability company that serves as Welsh, Carson, Anderson & Stowe VIII's
general partner, affiliates of Mr. de Nicola, own the remaining shares of
common stock. Mr. de Nicola disclaims beneficial ownership of such shares
except to the extent owned of record by him.

(5) Mr. Rupert owns of record 13,644 shares of common stock. Welsh, Carson,
Anderson & Stowe VIII, L.P., Welsh, Carson, Anderson & Stowe VII, L.P.,
WCAS Information Partners, L.P., WCAS Capital Partners III, L.P., WCA
Management Corporation and individuals who are members of the limited
liability company that serves as Welsh, Carson, Anderson & Stowe VIII's

<PAGE>

general partner, affiliates of Mr. Rupert, own the remaining shares of
common stock. Mr. Rupert disclaims beneficial ownership of such shares
except to the extent owned of record by him.

(6) Messrs. Gallogly and Guffey do not own of record any shares of common
stock. Blackstone CCC Capital Partners L.P., Blackstone CCC Offshore
Partners L.P. and Blackstone Family Investment Partnership III L.P.,
affiliates of Messrs. Gallogly and Guffey, own all of the shares of common
stock. Messrs. Gallogly and Guffey disclaim beneficial ownership of such
shares except to the extent owned of record by either of them.

Certain of our principal shareholders are parties to a stockholders agreement
that is described in detail under "Certain Relationships and Related
Transactions" below.

THE MERGER

On January 7, 1999, the company merged with CCW Acquisition Corp., a new
Delaware corporation organized by Welsh, Carson, Anderson & Stowe VIII, L.P. As
a result of the merger, a new group of equity investors acquired a 92.9%
ownership interest in the company. The remaining 7.1% interest was owned by
public stockholders. The merger was accounted for as a recapitalization in which
the historical basis of our company's assets and liabilities was not affected
and no new goodwill related to the merger was created.

MERGER FINANCING

A total of approximately $1.87 billion was required to pay the cash
consideration to stockholders in the merger, repay indebtedness, pay fees and
expenses related to the merger and its financing and purchase pledged
securities. The sources of funding for the merger and the related transactions
are described below.

Equity Financing. Welsh, Carson, Anderson & Stowe VIII, L.P., certain of
its affiliates, including WCAS Capital Partners III, L.P., certain
affiliates of Blackstone Capital Partners, L.P. and certain other investors
purchased $400 million in common stock of CCW Acquisition Corp. The CCW
Acquisition Corp. shares were converted into shares of common stock of the
Company in the merger.

Bank Financing. Centennial Cellular Operating Co. LLC, a wholly-owned
subsidiary of the company, and its Puerto Rico subsidiary borrowed
approximately $936.0 million under a new $1,050 million credit facility. A
group of lenders provided Centennial Cellular Operating with the credit
facility, consisting of an $900 million term loan facility and a $150
million revolving credit facility.

High Yield Notes Financing. Centennial Cellular Operating, together with a
co-obligor that has merged into the company, issued $370 million of notes
on December 14, 1998.

Subordinated Debt Financing. WCAS Capital Partners III, L.P., an investment
partnership affiliated with Welsh Carson VIII, purchased unsecured senior
subordinated notes due 2009 and

<PAGE>

common stock of the Company at an aggregate price of $180 million.

ELECTION OF DIRECTORS

Seven persons have been nominated for election as directors to serve until the
2000 Annual Meeting of Shareholders and until their successors are elected and
qualified. Except for J. Stephen Vanderwoude, all of the nominees are currently
directors. The directors will be elected by vote of a plurality of the combined
voting power of all shares of common stock present and voting at the Annual
Meeting, voting together as a single class, with each share of common stock
having one vote.

Under the amended and restated stockholders agreement described in detail under
"Certain Relationships and Related Transactions," our principal stockholders
have agreed to establish and maintain a board of directors consisting of up to
nine members, or as otherwise agreed by the principal stockholders. Pursuant to
the stockholders agreement, our directors are elected as described below:

So long as the Welsh Carson investors own 25% of the Class A common stock
purchased by them on January 7, 1999, they can elect three directors.
Currently Thomas E. McInerney, Anthony J. de Nicola and Rudolph E. Rupert
serve as the Welsh, Carson investors' board representatives. The chairman
of our board of directors, who is currently Thomas E. McInerney, is
selected by the Welsh Carson investors.

So long as the Blackstone investors own 25% of the Class A common stock
purchased by them on January 7, 1999, they can elect two directors.
Currently Mark T. Gallogly and Lawrence H. Guffey serve as the Blackstone
investors' board representatives.

Our Chief Executive Officer, who is currently Michael J. Small, serves on
our board of directors.

Two additional directors are elected by all of the stockholders, including our
principal stockholders. These outside directors must be qualified as outside
directors under NASDAQ rules and cannot be members of our management or
affiliated with any of our stockholders who are party to the amended and
restated stockholders agreement.

The parties to the amended and restated stockholders agreement will vote for the
election of the nominees named below unless, by reason of death or other
unexpected occurrence, one or more of such nominees shall not be available for
election, in which event it is intended that such votes will be cast for a
substitute nominee or nominees designated by the board of directors or the
respective party to the stockholders agreement, or, if no substitute nominee or
nominees are so designated, that the membership of the board of directors will
be reduced to a number equal to the number of such nominees. The board of
directors has no reason to believe that any of the nominees listed below will
not be available for election as a director.

The following table sets forth the name of each nominee, his age, the year he
was elected a director of the company, his principal occupation, other business
experience during the last five years, other

<PAGE>

directorships in publicly-held corporations and ownership of shares of our
Class A common stock as of September 15, 1999.

<TABLE>
<CAPTION>
NUMBER OF SHARES
NOMINEE, AGE, YEAR PRINCIPAL OCCUPATION, OTHER BUSINESS BENEFICIALLY
FIRST BECAME DIRECTOR EXPERIENCE AND OTHER DIRECTORSHIPS OWNED (1) PERCENT OF CLASS
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Anthony J. de Nicola(2)(3) Anthony J. de Nicola is a director the 18,875,533 60.6
Age: 35 company. He has served as a general partner (4)
Director since: January 7, 1999 of Welsh Carson Anderson & Stowe and other
associated investment partnerships since 1994.
Previously he worked for William Blair & Co.
for four years financing middle market
buyouts. He is a director of MedE America
Corporation and several private companies.
Mark T. Gallogly(2) Mr. Gallogly is a director of the company. 9,390,681 30.2
Age: 42 He is a member of the limited liability (5)
Director since: January 7, 1999 company which acts as the general partner
of the Blackstone entities. He is a Senior
Managing Director of The Blackstone Group
L.P. and has been with Blackstone since 1989.
Mr. Gallogly is a member of the boards of
directors of CommNet Cellular Inc. and several
private companies.
Lawrence H. Guffey(3) Mr. Guffey is a director of the company. He 9,390,681 30.2
Age: 31 became a Managing Director of The Blackstone (5)
Director since: January 7, 1999 Group, L.P. in 1999, and has been involved in
the firm's principal activities since 1991. He
is a member of the board of directors of
CommNet Cellular Inc. and several private
companies.
Thomas E. McInerney(2) Mr. McInerney is a director and the Chairman 18,875,533 60.6
Age: 58 of the board of directors of the company. He (6)
Director since: January 7, 1999 has served as a general partner of Welsh
Carson Anderson & Stowe and other associated
investment partnerships since 1986. He is a
director of The Cerplex Group, Inc., The
BISYS Group, Inc., MedE America Corporation,
SpectraSite Holdings, Inc. and several
private companies.
Rudolph E. Rupert(3) Mr. Rupert is a director of the company. In 18,875,533 60.6
Age: 33 April, 1999, he became a general partner of (7)
Director since: January 7, 1999 Welsh Carson Anderson & Stowe and other
associated investment partnerships. He was a
Vice President from 1997 to April, 1999.
From 1994 to 1997, he worked for three years
at General Atlantic Partners where he was
involved in the information technology
industry. From 1987 to 1992, he worked for
Lazard Freres and Company, initially in the
Mergers and Acquisitions Department and then
with Lazard's European leveraged buyout
fund. Mr. Rupert is a director of several
private companies.
</TABLE>

<PAGE>

- -------------
* Less than 1%.

(1) As used in this table, "beneficial ownership" means the sole or shared
power to vote, or to direct the voting of, a security, or the sole or
shared investment power with respect to a security (i.e., the power to
dispose of, or to direct the disposition of, a security). In addition, for
purposes of this table, a person is deemed, as of any date, to have
"beneficial ownership" of any security that such person has the right to
acquire within 60 days after such date.

(2) Member of the compensation committee.

(3) Member of the audit committee.

<PAGE>

(5) Messrs. Gallogly and Guffey do not own of record any shares of common
stock. Blackstone CCC Capital Partners L.P., Blackstone CCC Offshore
Partners L.P. and Blackstone Family Investment Partnership III L.P.,
affiliates of Messrs. Gallogly and Guffey, own all of the shares of common
stock. Messrs. Gallogly and Guffey disclaim beneficial ownership of such
shares except to the extent owned of record by either of them.

(6) Mr. McInerney owns of record 155,328 shares of common stock. Welsh, Carson,
Anderson & Stowe VIII, L.P., Welsh, Carson, Anderson & Stowe VII, L.P.,
WCAS Information Partners, L.P., WCAS Capital Partners III, L.P., WCA
Management Corporation and individuals who are members of the limited
liability company that serves as Welsh, Carson, Anderson & Stowe VIII's
general partner, affiliates of Mr. McInerney, own the remaining shares of
common stock. Mr. McInerney disclaims beneficial ownership of such shares
except to the extent owned of record by him.

(7) Mr. Rupert owns of record 13,644 shares of common stock. Welsh, Carson,
Anderson & Stowe VIII, L.P., Welsh, Carson, Anderson & Stowe VII, L.P.,
WCAS Information Partners, L.P., WCAS Capital Partners III, L.P., WCA
Management Corporation and individuals who are members of the limited
liability company that serves as Welsh, Carson, Anderson & Stowe VIII's
general partner, affiliates of Mr. Rupert, own the remaining shares of
common stock. Mr. Rupert disclaims beneficial ownership of such shares
except to the extent owned of record by him.

(8) Consists of 30,000 shares which Mr. Small owns directly, and 101,250 shares
which Mr. Small has the right to acquire pursuant to a stock option grant.

COMMITTEES AND MEETINGS OF THE BOARD

The board of directors met ten times and acted three times by unanimous written
consent during the fiscal year ended May 31, 1999. Each director attended at
least 75% of the total number of meetings of the Board of Directors and the
committees of which said director was a member, except for Lawrence H. Guffey.

Our compensation committee makes recommendations to our board of directors
concerning the salary and cash bonus compensation for our chief executive
officer and determines the salary and cash bonus compensation for our other
executive officers and senior management. Prior to the merger, our board's
compensation committee also administered, determined the participants under and
selected the recipients of awards under our 1991 Employee Stock Purchase Plan,
Incentive Award Plan and 1991 Stock Equivalent Plan, which plans were terminated
following the merger. Currently, our compensation committee administers,
determines the participants under and selects the recipients of awards under the
Centennial Cellular Corp. and its Subsidiaries 1999 Stock Option and Restricted
Stock Purchase Plan. The compensation committee met once during the fiscal year
ended May 31, 1999.

Our audit committee recommends our independent auditors to our board of
directors and reviews with the independent auditors the scope and results of the
independent audits, corporate accounting, internal accounting control
procedures, adequacy and appropriateness of financial reporting to shareholders,
and

<PAGE>

such other related matters as the audit committee considers to be appropriate.

The audit committee did not meet during the fiscal year ended May 31, 1999.

The company has not designated a nominating committee or other committee
performing a similar function. Such matters, to the extent not dealt with
amended and restated stockholders agreement, are discussed by the board of
directors as a whole.

EXECUTIVE COMPENSATION AND OTHER INFORMATION

EXECUTIVE COMPENSATION

The following table sets forth certain information with respect to compensation
awarded to, earned by or paid to the company's Chief Executive Officer and each
of the other four most highly compensated executive officers of the company
(based on amounts reported as salary and bonus for fiscal 1999) for each of the
company's last three fiscal years (collectively the "Named Executives").

<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE

ANNUAL LONG TERM COMPENSATION
COMPENSATION AWARDS
--------------------------------------------------------------
RESTRICTED STOCK OPTIONS/ ALL OTHER
NAME AND PRINCIPAL POSITION FISCAL YEAR SALARY BONUS AWARDS($) SARS(#) COMPENSATION
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Michael J. Small 1999 $100,379 $283,500 -0- 405,000 -0-(4)
1998 -0- -0- -0- -0- -0-
1997 -0- -0- -0- -0- -0-
Rudy J. Graf 1999 $253,900 $891,071 $691,708(1) 390,000 $4,092(3)
1998 $222,750 $245,000 $387,500(2) 35,000 $4,750(3)
1997 $198,365 $190,000 -0- 50,000 $4,750(3)
Bernard P. Gallagher 1999 -0- -0- -0- -0- -0-
1998 -0- -0- $387,500(2) 25,000 -0-
1997 -0- -0- -0- 75,000 -0-
Phillip Mayberry 1999 $175,000 $182,500 -0- 150,000 $2,292(3)
1998 $172,083 $125,000 $242,188(2) 20,000 $4,750(3)
1997 $152,339 $145,328 -0- 30,000 $4,750(3)
Thomas Cogar 1999 $152,633 $117,266 -0- 45,000 $2,902(3)
1998 $141,750 $90,000 $145,312(2) 10,000 $4,750(3)
1997 $131,173 $75,000 -0- 15,000 $4,750(3)
Kari Jordan 1999 $154,783 $134,620 -0- 120,000 $1,650(3)
1998 $57,283 $70,000 $48,438(2) 10,000 -0-
1997 -0- -0- -0- -0- -0-
</TABLE>

- -------------
(1) The value indicated is based on the closing price of the common stock of
the company on January 7, 1999, the date of grant. The aggregate number and
value (based on the closing price of the common stock of the company at May
28, 1999, the last trading day of fiscal 1999) of the restricted shares
held by Mr. Graf was 26,502 and $1,214,123.

(2) Purchased in connection with the merger on January 7, 1999 at $41.50 per
share.

<PAGE>

(3) Consists of matching contributions made by the company on behalf of the
Named Executives in fiscal 1999, 1998 and 1997, respectively, under the
company's Retirement Investment Plan.

(4) Does not include reimbursement of relocation expenses of $88,695.

EMPLOYMENT AGREEMENTS

In connection with the merger, we entered into an employment agreement with
Michael Small, our President and Chief Executive Officer. Mr. Small's base
salary is $250,000 per annum, plus an annual bonus of up to $225,000 subject to
achievement of specified performance targets for fiscal 1999. The initial term
of Mr. Small's employment agreement expires on September 30, 2002, but will
automatically renew for subsequent one-year terms unless either we or Mr. Small
give notice of non-renewal at least 90 days before the expiration of the renewal
term. If we terminate Mr. Small's employment for other than as a result of his
failing to comply with the terms of the employment agreement, or if Mr. Small
terminates his employment with us because we failed to comply with the
agreement, he is entitled to continue to receive his base salary and any bonus
payable with respect to the one-year period following such termination and
certain other fringe benefits. Mr. Small also received incentive stock options
and non-qualified stock options to purchase an aggregate 405,000 shares of
common stock, vesting over four years beginning with the fiscal year ended May
31, 1999 if we attain certain Adjusted EBITDA targets. If the performance
targets are not met, Mr. Small's stock options will vest over four years
commencing January 7, 2006. These stock options are subject to accelerated
vesting if Mr. Small's employment is terminated other than as a result of his
failing to comply with the terms of the employment agreement or if he quits
other than because we failed to comply with the agreement following a change of
control of our company. During the employment term and for a period of one year
following the termination of his employment, except if he quits other than
because we failed to comply with the agreement, Mr. Small is subject to
non-competition and non-solicitation provisions.

In connection with the merger, we entered into an employment agreement with Rudy
J. Graf, the President and Chief Executive Officer of our subsidiary in Puerto
Rico. Mr. Graf's base salary was $226,800 per annum, plus an annual bonus of up
to $200,000 subject to achievement of specified performance targets for fiscal
1999. The term of Mr. Graf's employment agreement expired on May 31, 1999 and
Mr. Graf resigned from the company on September 1, 1999. For a period of two
years following the termination of his employment, Mr. Graf is subject to
non-competition and non-solicitation provisions.

STOCK OPTIONS

The table below contains information concerning options granted to each of the
Named Executives in January 1999 with respect to fiscal 1999.

<TABLE>
<CAPTION>
OPTIONS/SAR GRANTS IN LAST FISCAL YEAR

Individual Grants
--------------------------------------------------
Percent of
Number of Total Potential Realizable Value At
Securities Options/SARs Assumed Rates Of Stock Price
Underlying Granted to Exercise of Appreciation For Option Term(2)
Options/SARs Employees In Base -------------------------------
Name Granted(#) Fiscal Year(1) Price ($/Sh) Expiration Date 5% 10%
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Michael J. Small 405,000 22.2% $13.83 January 7, 2009 $3,523,500 $8,926,200
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Rudy J. Graf 390,000 21.4% $13.83 January 7, 2009 3,393,000 8,595,600
Bernard P. Gallagher -0- 0.0%
Phillip Mayberry 150,000 8.2% $13.83 January 7, 2009 1,305,000 3,306,000
Thomas Cogar 45,000 2.5% $13.83 January 7, 2009 391,500 991,800
Kari Jordan 120,000 6.6% $13.83 January 7, 2009 1,044,000 2,644,800
</TABLE>

- -----

(1) Such options vest over four years beginning with the fiscal year ended May
31, 1999 if we attain certain Adjusted EBITDA targets. All such options
expire after the tenth anniversary of the date of the original grant.

(2) The information with respect to potential realizable value is presented in
accordance with the requirements of the Commission and is not necessarily
indicative of the actual value that such options will have to the Named
Executives. In order to realize the potential values set forth in the 5%
and 10% columns, the price per share of the Class A common stock of the
company would have to be $22.53 and $35.87, respectively.

The table below summarizes the exercise of stock options during fiscal 1999 by
the Named Executives and provides information as to the unexercised stock
options held by them at the end of the 1999 fiscal year.

<TABLE>
<CAPTION>
AGGREGATED OPTION/SAR EXERCISES IN FISCAL 1999
AND FISCAL YEAR-END 1999 OPTION/SAR VALUES

NUMBER OF SHARES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT FY-END OPTIONS/SARS AT FY-END
(#)(1) ($)(1)
--------------------------------------------------
SHARES ACQUIRED ON VALUE REALIZED EXERCISABLE/ EXERCISABLE/
NAME EXERCISE ($)(1) UNEXCERCISABLE UNEXERCISABLE
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Michael J. Small -0- -0- -0-/405,000 $-0-/$12,951,900
Rudy J. Graf 62,473 1,959,976 -0-/390,000 -0-/12,472,200
Bernard P. Gallagher 166,767 5,187,977 -0-/-0- -0-/-0-
Phillip Mayberry 40,570 1,258,912 -0-/150,000 -0-/4,797,000
Thomas Cogar 31,904 987,727 -0-/45,000 -0-/1,439,100
Kari Jordan -0- -0- -0-/120,000 -0-/3,837,600
</TABLE>

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

(1) Calculated by determining the difference between the exercise price and the
closing price of the company's common stock on the exercise date or May 31,
1999, as the case may be.

DIRECTOR COMPENSATION

Prior to the merger, each of our directors who was not also an employee of our
company received quarterly retainers of $3,000 plus a uniform fee of $750 for
each board and committee meeting attended. Following the merger, our directors
who are not employees receive compensation that is in accordance with the Welsh
Carson and Blackstone's customary practices and consistent with compensation
paid to

<PAGE>

directors in comparable public companies. Our directors who were also employees
of the company received no remuneration for attendance at board and committee
meetings.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The current members of our board's compensation committee are Thomas P.
McInerney, Anthony J. de Nicola and Mark T. Gallogly. Messrs. McInerney and de
Nicola are managing members of Welsh Carson Anderson & Stowe. Mr. Gallogly is a
member of the limited liability company that acts as the general partner of
Blackstone Capital Partners, L.P. and its affiliates and is a Senior Managing
Director of The Blackstone Group L.P. Because of these affiliations, Messrs.
McInerney, de Nicola and Gallogly may be deemed to have a material interest in
the matters described under "Certain Relationships and Related Transactions."

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The compensation committee makes recommendations to our board of directors
concerning the salary and cash bonus compensation for our chief executive
officer and determines the salary and cash bonus compensation for our other
executive officers and senior management. The compensation committee is mindful
of the company's commitment to being a provider of quality wireless telephone
and related services in the areas in which it operates. To realize these
objectives, the company's compensation levels must be such as to motivate and
retain these individuals.

The compensation to these executives consists of base salary and cash bonus
compensation. Effective January 7, 1999 the company entered into employment
agreements with each of Messrs. Small and Graf. See "Employment Agreements."

In setting the compensation level of our executive officers and senior
management other than Mr. Small, the compensation committee will rely upon the
recommendation of Mr. Small, the President and Chief Executive of the company,
as the person in the best position to judge the respective performances of said
individuals. In this regard the compensation committee will take into
consideration Mr. Small's evaluation of the potential contributions of said
individuals toward (i) increasing revenues, (ii) increasing the number of
subscribers, (iii) increasing cash flow, (iv) meeting budgetary objectives, and
(v) the development of the company's communications systems businesses and (vi)
the successful completion of certain financings.

The compensation committee administers and the board of directors makes grants
under the Centennial Cellular Corp. and its Subsidiaries 1999 Stock Option and
Restricted Stock Purchase Plan.

Compensation Committee

Thomas P. McInerney
Anthony J. de Nicola
Mark T. Gallogly

<PAGE>

The compensation committee's recommendations for compensation for fiscal 1999
were accepted by the board of directors.

PERFORMANCE GRAPH

The following graph compares the total returns (assuming reinvestment of
dividends) on the company's Class A common stock, the Nasdaq Stock Market -- US
Index (which includes the company) and a peer group index consisting of four
corporations in the wireless telephone business selected by the company in good
faith. The corporations included in the peer group are Commnet Cellular Inc.,
Cellular Communications Inc. -- New, Vanguard Cellular Systems Inc. and Nextel
Communications Inc. McCaw Cellular, which had previously been included in the
peer group, was deleted because it was acquired in September 1994 by AT&T
Wireless. The graph assumes $100 invested in the company's common stock or in
each of the indices on May 31, 1994, including the reinvestment of dividends, if
any.

COMPARISON OF 60 MONTH CUMULATIVE TOTAL RETURN
AMONG CENTENNIAL CELLULAR CORP., THE NASDAQ STOCK MARKET --
U.S. INDEX AND A PEER GROUP

[PERFORMANCE GRAPH]

* $100 INVESTED ON 5/31/94 IN
STOCK OR INDEX -- INCLUDING
REINVESTMENT OF DIVIDENDS.

<PAGE>

<TABLE>
<CAPTION>
CUMULATIVE TOTAL RETURN
---------------------------------------------
5/94 5/95 5/96 5/97 5/98 5/99

<S> <C> <C> <C> <C> <C> <C>
CENTENNIAL CELLULAR CORP. $100 $71 $87 $72 $180 $706
PEER GROUP $100 $62 $87 $71 $75 $119
NASDAQ STOCK MARKET (U.S.) $100 $119 $173 $195 $247 $347
</TABLE>

BENEFICIAL OWNERSHIP BY MANAGEMENT

The following table sets forth, as of September 15, 1999, certain information
with respect to the beneficial ownership of shares of Class A common stock by
certain Named Executives of the company and all directors, nominees for director
and executive officers as a group. See "Election of Directors" for ownership by
directors, nominees for director and the Named Executives not listed below.

<TABLE>
<CAPTION>
SHARES OF STOCK PERCENT
NAME BENEFICIALLY OWNED OF CLASS
- ---------------------------------------------------------------------------------------------------------- -------------
<S> <C> <C>
Phillip Mayberry 37,500(1) *
Thomas Cogar 11,250(2) *
Bernard P. Gallagher -- --
Rudy J. Graf 26,502(3) *
Kari Jordan 30,000(4) *
All directors and executive officers as a group (16 persons) 28,605,466(5) 91.0
</TABLE>

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

*Less than 1%.

(1) Consists of 37,500 shares which Mr. Mayberry has the right to acquire
pursuant to a stock option grant.

(2) Consists of 11,250 shares which Mr. Cogar has the right to acquire pursuant
to a stock option grant.

(3) Consists of 26,502 shares which Mr. Graf owns directly.

(4) Consists of 30,000 shares which Ms. Jordan has the right to acquire
pursuant to a stock option grant.

(5) Consists of 79,002 shares owned directly by such persons and 260,250 shares
which may be acquired by such persons pursuant to stock option grants.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

AGREEMENTS BETWEEN CENTENNIAL CELLULAR CORP. AND ITS STOCKHOLDERS

Securities Purchase Agreement. On December 29, 1998, CCW Acquisition Corp.
entered into a securities purchase agreement with a group of investors lead by
Welsh, Carson, Anderson & Stowe and The Blackstone Group. This investor group
included Messrs. Michael J. Small, Peter W. Chehayl and Edward G. Owen, three of
our current officers, and an individual retirement account for the benefit of

<PAGE>

Michael J. Small. The securities purchase agreement outlined the terms of our
principal stockholders' initial investment in the company.

On January 7, 1999, immediately before the merger was completed, each of the
following transactions took place:

(1) a group of investors consisting of Welsh, Carson, Anderson & Stowe VIII,
L.P., Welsh, Carson, Anderson & Stowe VII, L.P., WCAS Information
Partners, L.P., WCA Management Corporation, thirteen investment
professionals employed by WCA Management Corporation, and three trusts for
the benefit of family members of one of these investment professionals
purchased a total of $255.3 million of Class A common stock from CCW
Acquisition Corp. at a price of $14.6578 per share,

(2) three investment funds controlled by The Blackstone Group purchased a total
of $137.6 million of Class A common stock from CCW Acquisition Corp. at a
price of $14.6578 per share,

(3) Michael J. Small and an individual retirement account for his benefit
purchased a total of approximately $440,000 of Class A common stock from
CCW Acquisition Corp. at a price of $14.6578 per share,

(4) Peter W. Chehayl, Chief Financial Officer of the company, purchased
approximately $110,000 of Class A common stock from CCW Acquisition Corp.
at a price of $14.6578 per share,

(5) Edward G. Owen, Vice President, Corporate Development, of the company,
purchased approximately $220,000 of Class A common stock from CCW
Acquisition Corp. at a price of $14.6578 per share,

(6) WCAS Capital Partners III, L.P. purchased from the company for $180
million, a senior subordinated note due 2009 with a face value of $180
million and 1,626,504 shares of our Class A common stock, and

(7) CCW Acquisition Corp. and the principal stockholders of the company entered
into the stockholders and registration rights agreements described below.

In addition, on January 7, 1999, as required by the securities purchase
agreement we paid a consummation fee of approximately $10.7 million to WCA
Management Corporation, we paid a consummation fee of approximately $3.3 million
to Blackstone Management Partners III, L.L.C., and in connection with the due
diligence investigation conducted by and on behalf of the stockholders of CCW
Acquisition Corp. prior to the merger, and the negotiation and preparation of
the merger agreement, the agreements related to the financing of the merger, the
securities purchase agreement, stockholders agreement and registration rights
agreement, we paid approximately $400,000 to the Welsh Carson investors and
$200,000 to the Blackstone investors as reimbursement for their out-of-pocket
expenses, and $13.9 million to various law firms, accountants and investment
banks on behalf of the Welsh Carson investors and the Blackstone investors.

When CCW Acquisition Corp. was merged with the company on January 7, 1999, the
company

<PAGE>

succeeded to all of the rights and obligations of CCW Acquisition Corp. under
the securities purchase agreement.

Stockholders' Agreements. On January 7, 1999 each of the stockholders of CCW
Acquisition Corp. who purchased shares under the securities purchase agreement
and CCW Acquisition Corp. entered into a stockholders agreement. The
stockholders agreement became the company's obligation when we merged with CCW
Acquisition Corp. on January 7, 1999. The original stockholders agreement was
superceded by a first amended and restated stockholders agreement on January 20,
1999 in connection with the transfer by WCA Management Corporation of its equity
interest in the company to another investment fund. Under the amended and
restated stockholders agreement, our principal stockholders have agreed to
establish and maintain for the company a board of directors in the manner
described under "Election of Directors."

The amended and restated stockholders agreement calls for the creation of (i) a
compensation committee consisting of three directors, two of whom are selected
by the Welsh Carson investors and one of whom is selected by the Blackstone
investors, and (ii) an audit committee consisting of three directors, one of
whom is selected by the Welsh Carson investors and one of whom is selected by
the Blackstone investors. The amended and restated stockholders agreement
requires that each other committee of our board of directors consist of at least
two members, one of whom is selected by the Welsh Carson investors and one of
whom is selected by the Blackstone investors.

The amended and restated stockholders agreement places restrictions on the
ability of Messrs. Small, Chehayl and Owen to transfer shares of Class A common
stock owned in their names or on their behalf without the consent of the Welsh
Carson investors. Exceptions have been made for transfers in registered public
offerings or to their spouses or children or to family trusts. In addition, the
amended and restated stockholders agreement allows the Welsh Carson investors to
repurchase at fair market value any shares owned by any of these management
investors at the time of the termination of their employment.

The amended and restated stockholders agreement grants The Blackstone Group
investors, Messrs. Small, Chehayl and Owen, Signal/Centennial Partners, L.L.C.
and Guayacan Private Equity Fund, L.P. the right to participate in any sale of
Class A common stock by any of the Welsh Carson investors. These co-sale
provisions do not apply to transfers by Welsh Carson investors to affiliates,
transfers by any of the Welsh Carson investors that are limited partnerships to
their limited partners and transfers by Welsh Carson investors that are
individuals to their spouses or children or to family trusts.

The amended and restated stockholders agreement grants the Welsh Carson
investors the right to require the Blackstone investors, Messrs. Small,
Chehayl and Owen, and Signal/Centennial Partners, L.L.C. and Guayacan Private
Equity Fund, L.P. to sell their shares of Class A common stock to a third party
who offers to buy at least 80% of our capital stock. The sale of the company
must be for cash or marketable securities and must require that we pay the fees
and expenses of the selling stockholders. This right will terminate if and when
the Blackstone investors own more shares of Class A common stock than the
Welsh Carson investors.

We have granted preemptive rights to purchase shares of our common stock in
proportion to the

<PAGE>

ownership of the stockholder in the situations described below to the Welsh
Carson investors, the Blackstone investors, Messrs. Small, Chehayl and Owen,
and Signal/Centennial Partners, L.L.C. and Guayacan Private Equity Fund, L.P.
These preemptive rights apply to any sale by us of common stock or securities
convertible into or exchangeable for common stock such as convertible debt,
options or warrants. Issuances of employee stock options and registered
public offerings are excluded from the preemptive rights provisions of the
amended and restated stockholders agreement.

The amended and restated stockholders agreement grants to the Welsh Carson
investors a right of first offer that applies to sales of Class A common stock
by the Blackstone investors. In other words, if any of the Blackstone investors
wishes to sell it shares, it must first allow the Welsh Carson investors to make
an offer to purchase the shares. If an offer is made by any of the Welsh Carson
investors, the Blackstone investors cannot sell the shares to a third party on
material terms which are the same as, or more favorable, in the aggregate, to,
the terms offered by the Welsh Carson investors for the shares. This right of
first offer does not apply to sales by the Blackstone investors to their
affiliates, sales pursuant to registered public offerings or sales in compliance
with the Securities Act or distributions by any of the Blackstone investors
which are limited partnerships to their limited partners.

We have agreed not to take any of the following actions without the approval of
the Welsh Carson investors and the Blackstone investors until the amended and
restated stockholders agreement is terminated:

(1) amend, alter or repeal our certificate of incorporation or our by-laws in
any manner that adversely affects the rights of the holders of our Class A
common stock generally, or the rights of the stockholders party to the
amended and restated stockholders agreement,

(2) enter into, or permit any of our subsidiaries to enter into, any
transaction (other than normal employment arrangements, benefit programs
and employee incentive option programs on reasonable terms, any transaction
with a director that is approved by our board of directors in accordance
with Delaware law, customer transactions in the ordinary course of
business, and the transactions contemplated by the amended and restated
registration rights agreement described below) with any of our
subsidiaries' officers, directors or employees, any person related by blood
or marriage to any of our subsidiaries' officers, directors or employees,
any entity in which any of our subsidiaries' officers, directors or
employees owns any beneficial interest, any stockholder that owns, directly
or indirectly, at least 25% of our outstanding capital stock or any
affiliate of any 25% stockholder.

Under the amended and restated stockholders agreement, each of the Welsh Carson
investors, the Blackstone investors, Messrs. Small, Chehayl and Owen, and
Signal/Centennial Partners, L.L.C. and Guayacan Private Equity Fund, L.P. have
agreed not to, and agreed to cause their affiliates not to, directly or
indirectly, alone or in concert with others, without the prior written consent
of the Welsh Carson investors, take any of the following actions:

(1) effect, seek, offer, engage in, propose or participate in any acquisition
of beneficial ownership of our equity or debt securities other than (a)
pursuant to the preemptive rights granted under the

<PAGE>

amended and restated stockholders agreement, (b) acquisitions from other
stockholders who have signed the amended and restated stockholders
agreement or (c) any stock dividend, stock reclassification or other
distribution or dividends to the holders of our Class A common stock
generally,

(2) any extraordinary transaction such as a merger or tender offer involving
our company or any material portion of our business,

(3) any solicitation of proxies with respect to the company or any action
resulting in any stockholder party to the amended and restated stockholders
agreement or any of its affiliates becoming a participant in any board of
director election contest with respect to the company,

(4) propose any matter for submission to a vote of stockholders of the company,

(5) seek to remove or appoint directors of the company outside of the
provisions of the amended and restated stockholders agreement, or

(6) form, join or in any way participate in or assist in the formation of a
group of two or more persons for the purposes of acquiring, holding,
voting, or disposing of equity securities of the company, other than any
group consisting exclusively of stockholders who have signed the amended
and restated stockholders agreement and their affiliates.

Under the amended and restated stockholders agreement we are required to pay WCA
Management Corporation an annual monitoring fee of $450,000 plus reasonable
expenses and Blackstone Management Partners III, L.L.C. an annual monitoring fee
of $300,000 plus reasonable expenses. We are no longer required to pay these
management fees if either the Welsh Carson investors or the Blackstone
investors sells 75% of the shares purchased by them on January 7, 1999.

All of the provisions of the amended and restated stockholders agreement that
are described above, other than the provisions governing the election of our
board of directors and the composition of its committees, will terminate upon
the earlier to occur of the completion of a registered public offering of common
stock raising not less than $50 million for the company, and the transfer by
either the Welsh Carson investors or the Blackstone investors of 50% or more of
the shares of Class A common stock purchased by them on January 7, 1999.

The provisions of the amended and restated stockholders agreement governing the
election of our board of directors and the composition of its committees, will
terminate upon the earlier to occur of the completion of a registered public
offering of common stock raising not less than $50 million for our company, and
the transfer by both the Welsh, Carson investors or the Blackstone investors of
50% or more of the shares of Class A common stock purchased by them on
January 7, 1999.

Registration Rights Agreements. On January 7, 1999 each of the stockholders of
CCW Acquisition Corp. who purchased shares under the securities purchase
agreement and CCW Acquisition Corp. entered into a registration rights
agreement. The registration rights agreement became the company's obligation
when we merged with CCW Acquisition Corp. on January 7, 1999. The original
registration rights agreement

<PAGE>

was superceded by a first amended and restated registration rights agreement on
January 20, 1999 in connection with the transfer by WCA Management Corporation
of its equity interest in the Company to another investment fund.

The amended and restated registration rights agreement grants the Welsh Carson
investors and the Blackstone investors the right to require the company to
register their shares of Class A common stock under the Securities Act at any
time on or after January 7, 2002. The amended and restated registration rights
agreement grants each of the Welsh Carson investors, the Blackstone investors,
Messrs. Small, Chehayl and Owen, and Signal/Centennial Partners, L.L.C. and
Guayacan Private Equity Fund, L.P. the right to include, at their request,
shares of Class A common stock owned by them in registrations under the
Securities Act by the company.

FORMER INDEBTEDNESS OF CERTAIN EXECUTIVE OFFICERS

During fiscal 1998, Thomas R. Cogar, Senior Vice President of Engineering of the
company received a relocation loan from the company of approximately $65,000 and
John H. Casey, Senior Vice President--Administration of the company received a
relocation and temporary housing loan of approximately $200,000. The loans bore
interest at the rate of 5.0 % annually and have been repaid in full.

ARRANGEMENTS WITH FORMER CONTROLLING STOCKHOLDER

At the time of the merger, Century Communications Corp., the controlling
stockholder of the company before the merger, entered into a non-compete
agreement with the company, in which Century agreed that, until January 7, 2002,
it will not engage in, or acquire a controlling interest in, any business that
competes with any of our current operations in Puerto Rico. This agreement does
not extend to the activities of Century's existing joint venture in Puerto Rico,
Century-ML.

Century owned a controlling interest in the company prior to the merger. Before
the merger the company and Century maintained combined workers compensation and
general insurance policies. The premiums were allocated between the company and
Century based upon the actual cost of each respective company's coverage. We
believe that the amounts payable by us under this arrangement were more
favorable than the premiums we would have paid if it had obtained coverage under
a separate policy. Under the merger agreement, we have covenanted to maintain
employee benefits and incentive compensation that are no less favorable than its
existing arrangements at least until January 2002.

The company and Century entered into a services agreement, effective August 30,
1996, pursuant to which Century, through its personnel, provides design,
construction, management, operational, technical and maintenance for the
wireless telephone, paging and related systems owned and operated by us. Such
services also include providing all the services necessary for the monitoring,
to the extent possible, of the activities of the partnerships in which we have
minority equity interests, in such manner as to protect our interests. Such
services have historically been provided to us by Century. As consideration for
the services rendered under the services agreement, we paid Century the annual
sum of $1.0 million and reimbursed Century for all costs incurred by Century or
its affiliates, excluding us and our subsidiaries, that were directly
attributable to the design, construction, management, operation and maintenance
of the our wireless telephone, paging and related systems or to the performance
by Century of its other duties

<PAGE>

under the services agreement. For the years ended May 31, 1999, 1998 and 1997,
we recorded expenses of $0.6 million, $1.0 million and $0.8 million,
respectively, under the services agreement. As of the effective time of the
merger, Century and the company terminated the services agreement.

We lease space for the mobile telephone switching office serving the
southwestern cluster and space on an antenna tower in the southwestern cluster
from Century for an aggregate current annual rent of approximately $1,000
pursuant to an oral month-to-month lease agreement. Further, we lease certain
warehouse space in Puerto Rico to Century-ML for a current annual rent of
approximately $23,000 pursuant to a written lease agreement. We lease and share
capacity on the fiber optic cable television facility and network of Century-ML
fiber network for the purposes of operating as a competitive access provider. We
share the cost of construction, operation and maintenance of the Century-ML
fiber network on a pro rata basis based on the percentage of the number of
fibers of the network used by or reserved for us.

During fiscal 1997, we recorded a deferred asset and related payable to an
affiliate in its consolidated balance sheet in the amount of $6.0 million to
reflect certain costs incurred by us to secure the use of the fiber optic
network as required by the facilities agreement. This amount, which was paid by
us during fiscal 1998, represents our share of the costs of constructing
Century-ML's fiber optic network.

Leavy Rosensweig & Hyman, of which David Z. Rosensweig, a director and Secretary
of the company prior to the merger, is a member, provides legal services to the
company.

THE MERGER AND SUBORDINATE NOTE FINANCING

Welsh, Carson, Anderson & Stowe VIII, L.P. and its affiliates and The Blackstone
Group controlled CCW Acquisition Corp. prior to the merger. Messrs. McInerney,
de Nicola and Rupert, who are members of the general partner of Welsh, Carson,
Anderson & Stowe VIII, L.P., may be deemed to have controlled CCW Acquisition
Corp. prior to the merger. Messrs. Gallogly and Guffey, who are affiliated with
The Blackstone Group, may be deemed to have controlled CCW Acquisition Corp.
prior to the merger. For a description of the merger see "The Merger."

In addition, WCAS Capital Partners III, L.P., an investment partnership
affiliated with Welsh, Carson, Anderson & Stowe VIII, L.P. bought subordinated
notes of the company for $180 million at the time of the merger. Messrs.
McInerney, de Nicola and Rupert, who are members of the general partner of WCAS
Capital Partners III, L.P., may be deemed to control WCAS Capital Partners III,
L.P. See "The Merger."

PROPOSED RATIFICATION OF INDEPENDENT AUDITORS

The board of directors has selected the firm of Deloitte & Touche LLP,
independent auditors, to audit the accounts of the company and its subsidiaries
for the fiscal year ending May 31, 2000. In accordance with the company's policy
of seeking annual shareholder ratification of the selection of auditors, the
company requests that such selection be ratified by shareholders. The company
has been advised by Deloitte & Touche LLP that neither that firm nor any of its
partners has any other relationship, direct or

<PAGE>

indirect, with the company or its subsidiaries. The company expects
representatives of Deloitte & Touche LLP to be present at the Annual Meeting,
and such representatives will have the opportunity to make a statement if they
desire to do so, and will be available to respond to appropriate questions from
shareholders.

VOTE REQUIRED; RECOMMENDATION

A majority of the votes cast by the holders of all shares of common stock
present in person or by proxy and voting at the Annual Meeting is required for
ratification of the selection of Deloitte & Touche LLP. The board of directors
recommends that shareholders vote FOR the proposal to ratify the selection of
Deloitte & Touche LLP as independent auditors for the company for the fiscal
year ending May 31, 2000.

PROPOSED RATIFICATION OF THE APPROVAL AND ADOPTION OF THE
CENTENNIAL CELLULAR CORP. AND ITS SUBSIDIARIES
1999 STOCK OPTION AND RESTRICTED STOCK PURCHASE PLAN

GENERAL

The Board of Directors is proposing for stockholder approval the Centennial
Cellular Corp. And its Subsidiaries 1999 Stock Option and Restricted Stock
Purchase Plan (the "1999 Stock Plan"). The Board of Directors approved the 1999
Stock Plan in January 1999, subject to stockholder approval at this Meeting. The
purpose of the 1999 Stock Plan is to promote the interests of the Company and
its subsidiaries and the interests of the Company's stockholders by providing an
opportunity to selected employees and officers of the Company and its
subsidiaries and to other persons providing services to the Company and its
subsidiaries to purchase common stock of the Company. By encouraging such stock
ownership, the Company seeks to attract, retain and motivate such employees and
other persons and to encourage such employees and other persons to devote their
best efforts to the business and financial success of the Company. Under the
1999 Stock Plan, the Company may grant incentive stock options (within the
meaning of Section 422 of the Code) and nonqualified stock options and
restricted stock purchase awards to purchase an aggregate of up to 3,000,000
shares of common stock. The following summary describes the principal features
of the 1999 Stock Plan and is qualified in its entirety by reference to the
specific provisions of the 1999 Stock Plan, a copy of which is attached hereto
as Exhibit A.

DESCRIPTION OF THE 1999 STOCK PLAN

Shares and Options Subject to Plan. The 1999 Stock Plan provides for the grant
of options or awards to purchase an aggregate 3,000,000 shares of common stock
(subject to adjustment), either in the form of incentive stock options intended
to meet the requirements of Section 422 of the Code or non-qualified stock
options or restricted stock purchase awards. The 1999 Stock Plan includes
provisions for adjustment of the number of shares of common stock available for
grant or award thereunder and in the number of shares of common stock underlying
outstanding options in the event of any stock splits, stock dividends or other
relevant changes in the capitalization of the Company.

<PAGE>

Eligibility. Under the 1999 Stock Plan, employees, including officers, are
eligible to receive grants of either incentive stock options ("ISO") structured
to qualify under Section 422 of the Code, or non-qualified stock options and
restricted stock purchase awards, both of which are not intended to meet the
requirements of Code Section 422. Consultants and non-employee directors are
eligible to be granted only nonqualified options and awards.

Administration. Administration of the 1999 Stock Plan has been delegated to the
Compensation Committee of the Board of Directors, consisting entirely of
"Non-Employee Directors" within the meaning of Rule 16b-3 promulgated under the
Exchange Act, and "outside directors" within the meaning of Treasury regulation
Section 1.162-27(e)(3) of the Code. The Compensation Committee, within the
parameters of the 1999 Stock Plan, has authority to determine to whom options or
awards are granted, the number of options or awards granted, and the terms of
such options and awards. All questions of interpretation or application of the
1999 Stock Plan are determined by the Compensation Committee, whose decisions
are final and binding upon all participants.

Terms of Options and Awards. Each option or award granted will be evidenced by a
stock option or restricted stock purchase agreement.

The Compensation Committee will fix the term and vesting provisions of all
options granted pursuant to the Plan, provided, however, that the term of any
option granted may not exceed ten years from the date on which the option is
granted.

The exercise price of ISOs may not be less than 100% of the fair market value of
the shares of common stock, as determined by the Board of Directors or the
Compensation Committee, as the case may be, on the date the option is granted.
The exercise price of non-qualified stock options may be equal to, less than or
more than the fair market value of the shares of common stock on the date the
option is granted. In addition, the aggregate fair market value (determined as
of the date an ISO is granted) of the shares of stock with respect to which ISOs
are exercisable for the first time by an optionee during any calendar year shall
not exceed $100,000. In addition, no ISO shall be granted to an optionee who
owns more than 10% of the total combined voting power of all classes of stock of
the Company.

Restricted stock purchase awards granted under the 1999 Stock Plan will be in
such amounts and at such times as determined by the Compensation Committee. The
purchase price, as well as the vesting provisions, of such awards shall be
determined by the Compensation Committee and the purchase price may be equal to,
less than or more than the fair market value of the shares of common stock to be
awarded.

Term of the 1999 Stock Plan. Assuming stockholder approval, the 1999 Stock Plan
will be effective as of January 7, 1999 and will continue in effect until
January 7, 2009 unless terminated prior to such date by the Board of Directors.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

The tax consequences of incentive stock options, non-qualified stock options and
restricted stock purchase awards are quite complex. Therefore, the description
of tax consequences set forth below is

<PAGE>

necessarily general in nature and does not purport to be complete. Moreover,
statutory provisions are subject to change, as are their interpretations, and
their application may vary in individual circumstances. Finally, the tax
consequences under applicable state and local income tax laws may not be the
same as under the federal income tax laws.

Incentive stock options granted pursuant to the 1999 Stock Plan are intended to
qualify as "incentive stock options" within the meaning of Section 422 of the
Code. If an optionee does not dispose of the shares acquired pursuant to
exercise of an incentive stock option within one year after the transfer of such
shares to the optionee and within two years from grant of the option (the "ISO
holding period requirements"), such optionee will recognize no taxable income as
a result of the grant or exercise of such option. (However, for alternative
minimum tax purposes the optionee will recognize as an item of tax preference
the difference between the fair market value of the shares received upon
exercise and the exercise price.) Any gain or loss that is subsequently
recognized upon a sale or exchange of the shares may be treated by the optionee
as long-term capital gain or loss, as the case may be. The Company will not be
entitled to a deduction for federal income tax purposes with respect to the
issuance of an incentive stock option, the transfer of shares upon exercise of
the option or the ultimate disposition of such shares (provided the ISO holding
period requirements are satisfied).

If shares received upon exercise of an incentive stock option are disposed of
prior to satisfaction of the ISO holding period requirements, the optionee
generally will recognize taxable ordinary income, in the year in which such
disqualifying disposition occurs, in an amount equal to the lesser of (i) the
excess of the fair market value of the shares on the date of exercise over the
exercise price, and (ii) the gain recognized on such disposition. Such amount
will ordinarily be deductible by the Company for federal income tax purposes in
the same year, provided that the Company satisfies certain federal income tax
information reporting requirements. In addition, the excess, if any, of the
amount realized by the optionee on such disqualifying disposition over the fair
market value of the shares on the date of exercise of the incentive stock option
will be treated as capital gain, long-term or short-term, depending on whether,
after exercise of the option, the shares were held for more than one year (the
applicable long-term capital gain holding period) prior to such disposition.

Non-qualified stock options may be granted under the 1999 Stock Plan. An
optionee generally will not recognize any taxable income upon grant of a
non-qualified stock option. The optionee will recognize taxable ordinary income,
at the time of exercise of such option, in an amount equal to the excess of the
fair market value of the shares on the date of exercise over the exercise price.
Such amount will ordinarily be deductible by the Company in the same year,
provided that the Company satisfies certain federal income tax information
reporting requirements. Any gain or loss that is subsequently recognized by the
optionee upon a sale or exchange of the shares will be capital gain or loss,
long-term or short-term, depending on whether, after the exercise of the option,
the shares were held for more than one year prior to such sale or exchange.

Restricted stock purchase awards may also be granted pursuant to the 1999 Stock
Plan. A recipient of a restricted stock purchase award generally will not
recognize taxable income upon the purchase of shares of restricted stock, unless
he or she makes a timely election under Section 83(b) of the Code. Such a
recipient, however, would recognize taxable ordinary income (and the holding
period for such shares would commence) at the time that such shares become
vested, in an amount equal to the excess of the

<PAGE>

fair market value of the shares at that time over the purchase price paid for
such shares. If, on the other hand, the recipient makes a timely election under
Section 83(b), he or she would recognize taxable ordinary income (and the
holding period for such shares would commence) at the time of purchase, in an
amount equal to the excess of the fair market value of the shares at that time
(determined without regard to any transfer restrictions imposed on the shares,
vesting provisions or any restrictions imposed by the securities laws) over the
purchase price paid for such shares. In either case, the Company should be
entitled to a deduction in an amount equal to the ordinary income recognized by
the recipient in the same year that the recipient recognized such income,
provided that the Company satisfies certain federal income tax information
reporting requirements. Any gain or loss that is subsequently recognized by the
recipient upon a sale or exchange of the shares will be capital gain or loss,
long-term or short-term, depending on whether the shares were held for more than
one year prior to such sale or exchange.

SHAREHOLDER PROPOSALS

If a shareholder wishes to submit a proposal for inclusion in the proxy
statement for the 2000 Annual Meeting of Shareholders, such proposal must be
received by the company at its principal executive offices not later than June
1, 2000.

OTHER MATTERS

The board of directors does not intend to bring any other matters before the
Annual Meeting and does not know of any other business which others intend to
bring before the Annual Meeting. However, if any other matter should properly
come before the Annual Meeting or any adjournment of the Annual Meeting, the
persons named in the accompanying proxy intend to vote on such matters as they,
in their discretion, may determine.

BY ORDER OF BOARD OF DIRECTORS

PETER W. CHEHAYL,
Secretary

Dated: September 28, 1999

PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE
ENCLOSED ENVELOPE.

ON WRITTEN REQUEST OF ANY SHAREHOLDER, A COPY OF THE COMPANY'S ANNUAL REPORT ON
FORM 10-K FOR THE FISCAL YEAR ENDED MAY 31, 1999, INCLUDING THE FINANCIAL
STATEMENTS AND THE SCHEDULES THERETO, REQUIRED TO BE FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO RULE 13a-1 UNDER THE SECURITIES EXCHANGE ACT
OF 1934, AS AMENDED, MAY BE OBTAINED WITHOUT CHARGE FROM PETER W. CHEHAYL,
SECRETARY, CENTENNIAL CELLULAR CORP., 1305 CAMPUS PARKWAY, NEPTUNE, NEW JERSEY
07753.

<PAGE>

EXHIBIT A

CENTENNIAL CELLULAR CORP. AND ITS SUBSIDIARIES
1999 STOCK OPTION AND RESTRICTED STOCK PURCHASE PLAN

Section 1. Purpose. The purpose of the Centennial Cellular
Corp. and its Subsidiaries 1999 Stock Option and Restricted Stock Purchase Plan
(the "Plan") is to promote the interests of Centennial Cellular Corp., a
Delaware corporation (the "Company"), and any Subsidiary thereof and the
interests of the Company's stockholders by providing an opportunity to selected
employees and officers of the Company or any Subsidiary thereof as of the date
of the adoption of the Plan or at any time thereafter to purchase Common Stock
of the Company. By encouraging such stock ownership, the Company seeks to
attract, retain and motivate such employees and other persons and to encourage
such employees and other persons to devote their best efforts to the business
and financial success of the Company. It is intended that this purpose will be
effected by the granting of "non-qualified stock options" and/or "incentive
stock options" to acquire the Common Stock of the Company and/or by the granting
of rights to purchase the Common Stock of the Company on a "restricted stock"
basis. Under the Plan, the Committee (as hereinafter defined) shall have the
authority (in its sole discretion) to grant "incentive stock options" within the
meaning of Section 422(b) of the Code, "non-qualified stock options" as de
scribed in Treasury Regulation Section 1.83-7 or any successor regulation
thereto, or "restricted stock" awards.

No grant of "incentive stock options" shall be made under this
Plan unless such Plan is approved by the stockholders of the Company within 12
months of the date of the adoption of such Plan.

Section 2. Definitions. For purposes of the Plan, the
following terms used herein shall have the following meanings, unless a
different meaning is clearly required by the context:

2.1. "Award" shall mean an award of the right to purchase
Common Stock granted under the provisions of Section 7 of the Plan.

2.2. "Board of Directors" shall mean the Board of Directors of
the Company.

2.3. "Code" shall mean the Internal Revenue Code of 1986, as
amended.

2.4. "Committee" shall mean the committee of the Board of
Directors referred to in Section 5 hereof; provided, that if no such committee
is appointed by the Board of Directors, the Board of Directors shall have all of
the authority and obligations of the Committee under the Plan.

<PAGE>

2.5. "Common Stock" shall mean the Class A Common Stock, $.01
par value, of the Company.

2.6. "Employee" shall mean (i) with respect to an ISO, any
person, including, without limitation, an officer of the Company, who, at the
time an ISO is granted to such person hereunder, is employed by the Company or
any Parent or Subsidiary of the Company, and (ii) with respect to a
Non-Qualified Option and/or an Award, any person employed by, or performing
services for, the Company or any Parent or Subsidiary of the Company, including,
without limitation, officers.

2.7. "ISO" shall mean an Option granted to a Participant
pursuant to the Plan that constitutes and shall be treated as an "incentive
stock option" as defined in Section 422(b) of the Code.

2.8. "Non-Qualified Option" shall mean an Option granted to a
Participant pursuant to the Plan that is intended to be, and qualifies as, a
"non-qualified stock option" as described in Treasury Regulation Section 1.83-7
or any successor regulation thereto and that shall not constitute or be treated
as an ISO.

2.9. "Option" shall mean any ISO or Non-Qualified Option
granted to an Employee pursuant to the Plan.

2.10. "Participant" shall mean any Employee to whom an Award
and/or an Option is granted under the Plan.

2.11. "Parent" of the Company shall have the meaning set forth
in Section 424(e) of the Code.

2.12. "Subsidiary" of the Company shall have the meaning set
forth in Section 424(f) of the Code.

Section 3. Eligibility. Awards and/or Options may be granted
to any Employee. The Committee shall have the sole authority to select the
persons to whom Awards and/or Options are to be granted hereunder, and to
determine whether a person is to be granted a Non-Qualified Option, an ISO or an
Award or any combination thereof. No person shall have any right to participate
in the Plan. Any person selected by the Committee for participation during any
one period will not by virtue of such participation have the right to be
selected as a Participant for any other period.

Section 4. Common Stock Subject to the Plan.

4.1. Number of Shares. The total number of shares of Common
Stock for which Options and/or Awards may be granted under the Plan shall not
exceed in the aggregate three

<PAGE>

million (3,000,000) shares of Common Stock (subject to adjustment as provided in
Section 8 hereof).

4.2. Reissuance. The shares of Common Stock that may be
subject to Options and/or Awards granted under the Plan may be either authorized
and unissued shares or shares reacquired at any time and now or hereafter held
as treasury stock as the Committee may determine. In the event that any
outstanding Option expires or is terminated for any reason, the shares allocable
to the unexercised portion of such Option may again be subject to an Option
and/or Award granted under the Plan. If any shares of Common Stock issued or
sold pursuant to an Award or the exercise of an Option shall have been
repurchased by the Company, then such shares may again be subject to an Option
and/or Award granted under the Plan.

4.3. Special ISO Limitations.

(a) The aggregate fair market value (determined as of the date
an ISO is granted) of the shares of Common Stock with respect to which ISOs are
exercisable for the first time by an Employee during any calendar year (under
all incentive stock option plans of the Company or any Parent or Subsidiary of
the Company) shall not exceed $100,000.

(b) No ISO shall be granted to an Employee who, at the time
the ISO is granted, owns (actually or constructively under the provisions of
Section 424(d) of the Code) stock possessing more than 10% of the total combined
voting power of all classes of stock of the Company or any Parent or Subsidiary
of the Company, unless (i) the option price is at least 110% of the fair market
value (determined as of the time the ISO is granted) of the shares of Common
Stock subject to the ISO and (ii) the ISO by its terms is not exercisable more
than five years from the date it is granted.

4.4. Limitations Not Applicable to Non-Qualified Options or
Awards. Notwithstanding any other provision of the Plan, the provisions of
Sections 4.3(a) and (b) shall not apply, nor shall be construed to apply, to any
Non-Qualified Option or Award granted under the Plan.

Section 5. Administration of the Plan.

5.1. Administration. Subject to the proviso in Section 2.4
hereof, the Plan shall be administered by a committee of the Board of Directors
(the "Committee") established by the Board of Directors and consisting of no
less than two persons. Each member of the Committee shall be a "Non-Employee
Director" within the meaning of Rule 16b-3 promulgated under the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and an "outside director"
within the meaning of Treasury regulation Section 1.162-27(e)(3). The Committee
shall be appointed from time to time by, and shall serve at the pleasure of, the
Board of Directors.

<PAGE>

5.2. Grant of Options/Awards.

(a) Options. The Committee shall have the sole authority and
discretion under the Plan (i) to select the Employees who are to be granted
Options hereunder; (ii) to designate whether any Option to be granted hereunder
is to be an ISO or a Non-Qualified Option; (iii) to establish the number of
shares of Common Stock that may be subject to each Option; (iv) to determine the
time and the conditions subject to which Options may be exercised in whole or in
part; (v) to determine the amount (not less than the par value per share) and
the form of the consideration that may be used to purchase shares of Common
Stock upon exercise of any Option (including, without limitation, the
circumstances under which issued and outstanding shares of Common Stock owned by
a Participant may be used by the Participant to exercise an Option); (vi) to
impose restrictions and/or conditions with respect to shares of Common Stock
acquired upon exercise of an Option; (vii) to determine the circumstances under
which shares of Common Stock acquired upon exercise of any Option may be subject
to repurchase by the Company; (viii) to determine the circumstances and
conditions subject to which shares acquired upon exercise of an Option may be
sold or otherwise transferred, including, without limitation, the circumstances
and conditions subject to which a proposed sale of shares of Common Stock
acquired upon exercise of an Option may be subject to the Company's right of
first refusal (as well as the terms and conditions of any such right of first
refusal); (ix) to establish a vesting provision for any Option relating to the
time when (or the circumstances under which) the Option may be exercised by a
Participant, including, without limitation, vesting provisions that may be
contingent upon (A) the Company's meeting specified financial goals, (B) a
change of control of the Company or (C) the occurrence of other specified
events; (x) to accelerate the time when outstanding Options may be exercised,
provided, however, that any ISOs shall be deemed "accelerated" within the
meaning of Section 424(h) of the Code; and (xi) to establish any other terms,
restrictions and/or conditions applicable to any Option not inconsistent with
the provisions of the Plan.

(b) Awards. The Committee shall have the sole authority and
discretion under the Plan (i) to select the Employees who are to be granted
Awards hereunder; (ii) to determine the amount to be paid by a Participant to
acquire shares of Common Stock pursuant to an Award, which amount may be equal
to, more than, or less than 100% of the fair market value of such shares on the
date the Award is granted (but in no event less than the par value of such
shares); (iii) to determine the time or times and the conditions subject to
which Awards may be made; (iv) to determine the time or times and the conditions
subject to which the shares of Common Stock subject to an Award are to become
vested and no longer subject to repurchase by the Company; (v) to establish
transfer restrictions and the terms and conditions on which any such transfer
restrictions with respect to shares of Common Stock acquired pursuant to an
Award shall lapse; (vi) to establish vesting provisions with respect to any
shares of Common Stock subject to an Award, including, without limitation,
vesting provisions which may be contingent upon (A) the Company's meeting
specified financial goals, (B) a change of control of the Company or (C) the
occurrence of other specified events; (vii) to determine the circumstances under
which shares of Common Stock acquired pursuant to an Award may be subject to
repurchase by the

<PAGE>

Company; (viii) to determine the circumstances and conditions subject to which
any shares of Common Stock acquired pursuant to an Award may be sold or
otherwise transferred, including, without limitation, the circumstances and
conditions subject to which a proposed sale of shares of Common Stock acquired
pursuant to an Award may be subject to the Company's right of first refusal (as
well as the terms and conditions of any such right of first refusal); (ix) to
determine the form of consideration that may be used to purchase shares of
Common Stock pursuant to an Award (including, without limitation, the
circumstances under which issued and outstanding shares of Common Stock owned by
a Participant may be used by the Participant to purchase the Common Stock
subject to an Award); (x) to accelerate the time at which any or all
restrictions imposed with respect to any shares of Common Stock subject to an
Award will lapse; and (xi) to establish any other terms, restrictions and/or
conditions applicable to any Award not inconsistent with the provisions of the
Plan.

5.3. Interpretation. The Committee shall be authorized to
interpret the Plan and may, from time to time, adopt such rules and regulations,
not inconsistent with the provisions of the Plan, as it may deem advisable to
carry out the purposes of the Plan.

5.4. Finality. The interpretation and construction by the
Committee of any provision of the Plan, any Option and/or Award granted
hereunder or any agreement evidencing any such Option and/or Award shall be
final and conclusive upon all parties.

5.5. Expenses, Etc. All expenses and liabilities incurred by
the Committee in the administration of the Plan shall be borne by the Company.
The Committee may employ attorneys, consultants, accountants or other persons in
connection with the administration of the Plan. The Company, and its officers
and directors, shall be entitled to rely upon the advice, opinions or valuations
of any such persons. No member of the Committee shall be liable for any action,
determination or interpretation taken or made in good faith with respect to the
Plan or any Option and/or Award granted hereunder.

Section 6. Terms and Conditions of Options.

6.1. ISOs. The terms and conditions of each ISO granted under
the Plan shall be specified by the Committee and shall be set forth in an ISO
agreement between the Company and the Participant in such form as the Committee
shall approve. The terms and conditions of each ISO shall be such that each ISO
issued hereunder shall constitute and shall be treated as an "incentive stock
option" as defined in Section 422(b) of the Code. The terms and conditions of
any ISO granted hereunder need not be identical to those of any other ISO
granted hereunder.

The terms and conditions of each ISO shall include the
following:

(a) The option price shall be fixed by the Committee but shall
in no event be less than 100% (or 110% in the case of an Employee referred to in
Section 4.3(b) hereof) of the fair market value of the shares of Common Stock
subject to the ISO on the date the ISO is

<PAGE>

granted. For purposes of the Plan, the fair market value per share of Common
Stock as of any day shall mean the average of the closing prices of sales of
shares of Common Stock on all national securities exchanges on which the Common
Stock may at the time be listed or, if there shall have been no sales on any
such 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 the Common Stock shall not
be so listed, the average of the representative bid and asked prices quoted in
the NASDAQ system as of 3:30 p.m., New York time, on such day, or, if on any day
the Common Stock shall not be quoted in the NASDAQ system, the average of the
high and low bid and asked prices on such day in the over-the-counter market as
reported by National Quotation Bureau Incorporated, or any similar successor
organization. If at any time the Common Stock is not listed on any national
securities exchange or quoted in the NASDAQ system or the over-the-counter
market, the fair market value of the shares of Common Stock subject to an Option
on the date the ISO is granted shall be the fair market value thereof determined
in good faith by the Board of Directors.

(b) ISOs, by their terms, shall not be transferable otherwise
than by will or the laws of descent and distribution, and, during a
Participant's lifetime, an ISO shall be exercisable only by the Participant.

(c) The Committee shall fix the term of all ISOs granted
pursuant to the Plan (including, without limitation, the date on which such ISO
shall expire and terminate); provided, however, that such term shall in no event
exceed ten years from the date on which such ISO is granted (or, in the case of
an ISO granted to an Employee referred to in Section 4.3(b) hereof, such term
shall in no event exceed five years from the date on which such ISO is granted).
Each ISO shall be exercisable in such amount or amounts, under such conditions
and at such times or intervals or in such installments as shall be determined by
the Committee in its sole discretion.

(d) To the extent that the Company or any Parent or Subsidiary
of the Company is required to withhold any Federal, state or local taxes in
respect of any compensation income realized by any Participant as a result of
any "disqualifying disposition" of any shares of Common Stock acquired upon
exercise of an ISO granted hereunder, the Company shall deduct from any payments
of any kind otherwise due to such Participant the aggregate amount of such
Federal, state or local taxes required to be so withheld or, if such payments
are insufficient to satisfy such Federal, state or local taxes, such Participant
will be required to pay to the Company, or make other arrangements satisfactory
to the Company regarding payment to the Company of, the aggregate amount of any
such taxes. All matters with respect to the total amount of taxes to be withheld
in respect of any such compensation income shall be determined by the Board of
Directors, in its sole discretion.

(e) The terms and conditions of each ISO may include the
following provisions:

(i) In the event a Participant's employment on a full-time
basis by the Company or any Parent or Subsidiary of the Company shall
be terminated for cause or

<PAGE>

shall be terminated by the Participant for any reason whatsoever other
than as a result of the Participant's death or "disability" (within the
meaning of Section 22(e)(3) of the Code), the unexercised portion of
any ISO held by such Participant at that time may only be exercised
within one month after the date on which the Participant ceased to be
so employed, and only to the extent that the Participant could have
otherwise exercised such ISO as of the date on which he ceased to be so
employed.

(ii) In the event a Participant's employment on a full-time
basis by the Company or any Parent or Subsidiary of the Company shall
terminate for any reason other than (x) a termination specified in
clause (i) above or (y) by reason of the Participant's death or
"disability" (within the meaning of Section 22(e)(3) of the Code), the
unexercised portion of any ISO held by such Participant at that time
may only be exercised within three months after the date on which the
Participant ceased to be so employed, and only to the extent that the
Participant could have otherwise exercised such ISO as of the date on
which he ceased to be so employed.

(iii) In the event a Participant shall cease to be employed by
the Company or any Parent or Subsidiary of the Company on a full-time
basis by reason of his "disability" (within the meaning of Section
22(e)(3) of the Code), the unexercised portion of any ISO held by such
Participant at that time may only be exercised within one year after
the date on which the Participant ceased to be so employed, and only to
the extent that the Participant could have otherwise exercised such ISO
as of the date on which he ceased to be so employed.

(iv) In the event a Participant shall die while in the employ
of the Company or a Parent or Subsidiary of the Company (or within a
period of one month after ceasing to be an Employee for any reason
other than his "disability" (within the meaning of Section 22(e)(3) of
the Code) or within a period of one year after ceasing to be an
Employee by reason of such "disability"), the unexercised portion of
any ISO held by such Participant at the time of his death may only be
exercised within one year after the date of such Participant's death,
and only to the extent that the Participant could have otherwise
exercised such ISO at the time of his death. In such event, such ISO
may be exercised by the executor or administrator of the Participant's
estate or by any person or persons who shall have acquired the ISO
directly from the Participant by bequest or inheritance.

6.2. Non-Qualified Options. The terms and conditions of each
Non-Qualified Option granted under the Plan shall be specified by the Committee,
in its sole discretion, and shall be set forth in a written option agreement
between the Company and the Participant in such form as the Committee shall
approve. The terms and conditions of each Non-Qualified Option will be such (and
each Non-Qualified Option agreement shall expressly so state) that each
Non-Qualified Option issued hereunder shall not constitute nor be treated as an
"incentive stock option" as defined in Section 422(b) of the Code, but will be a
"non-qualified stock option" for Federal, state and local income tax purposes.
The terms and conditions of any Non-Qualified

<PAGE>

Option granted hereunder need not be identical to those of any other
Non-Qualified Option granted hereunder.

The terms and conditions of each Non-Qualified Option
Agreement shall include the following:

(a) The option (exercise) price shall be fixed by the
Committee and may be equal to, more than or less than 100% of the fair market
value of the shares of Common Stock subject to the Non-Qualified Option on the
date such Non-Qualified Option is granted as determined in good faith by the
Committee.

(b) The Committee shall fix the term of all Non-Qualified
Options granted pursuant to the Plan (including, without limitation, the date on
which such Non-Qualified Option shall expire and terminate). Such term may be
more than ten years from the date on which such Non-Qualified Option is granted.
Each Non-Qualified Option shall be exercisable in such amount or amounts, under
such conditions (including, without limitation, provisions governing the rights
to exercise such Non-Qualified Option), and at such times or intervals or in
such installments as shall be determined by the Committee in its sole
discretion; provided, however, that in no event shall any Non-Qualified Option
granted to any director or officer of the Company who is subject to Section 16
of the Exchange Act become exercisable, in whole or in part, prior to the date
that is six months after the date such Non-Qualified Option is granted to such
director or officer.

(c) Non-Qualified Options shall not be transferable otherwise
than by will or the laws of descent and distribution, and during a Participant's
lifetime a Non-Qualified Option shall be exercisable only by the Participant.

(d) The terms and conditions of each Non-Qualified Option may
include the following provisions:

(i) In the event a Participant's employment on a full-time
basis by the Company or any Parent or Subsidiary of the Company shall
be terminated for cause or shall be terminated by the Participant for
any reason whatsoever other than as a result of the Participant's death
or "disability" (within the meaning of Section 22(e)(3) of the Code),
the unexercised portion of any Non-Qualified Option held by such
Participant at that time may only be exercised within one month after
the date on which the Participant ceased to be an Employee, and only to
the extent that the Participant could have otherwise exercised such
Non-Qualified Option as of the date on which he ceased to be an
Employee.

<PAGE>

Participant's death or "disability" (within the meaning of Section
22(e)(3) of the Code), the unexercised portion of any Non-Qualified
Option held by such Participant at that time may only be exercised
within three months after the date on which the Participant ceased to
be an Employee, and only to the extent that the Participant could have
otherwise exercised such Non-Qualified Option as of the date on which
he ceased to be an Employee.

(iii) In the event a Participant shall cease to be an Employee
of the Company or any Parent or Subsidiary of the Company on a
full-time basis by reason of his "disability" (within the meaning of
Section 22(e)(3) of the Code), the unexercised portion of any
NonQualified Option held by such Participant at that time may only be
exercised within one year after the date on which the Participant
ceased to be an Employee, and only to the extent that the Participant
could have otherwise exercised such Non-Qualified Option as of the date
on which he ceased to be an Employee.

(iv) In the event a Participant shall die while an Employee of
the Company or a Parent or Subsidiary of the Company (or within a
period of one month after ceasing to be an Employee for any reason
other than his "disability" (within the meaning of Section 22(e)(3) of
the Code) or within a period of one year after ceasing to be an
Employee by reason of such "disability"), the unexercised portion of
any Non-Qualified Option held by such Participant at the time of his
death may only be exercised within one year after the date of such
Participant's death, and only to the extent that the Participant could
have otherwise exercised such Non-Qualified Option at the time of his
death. In such event, such Non-Qualified Option may be exercised by the
executor or administrator of the Participant's estate or by any person
or persons who shall have acquired the Non-Qualified Option directly
from the Participant by bequest or inheritance.

(e) To the extent that the Company is required to withhold any
Federal, state or local taxes in respect of any compensation income realized by
any Participant in respect of a Non-Qualified Option granted hereunder or in
respect of any shares of Common Stock acquired upon exercise of a Non-Qualified
Option, the Company shall deduct from any payments of any kind otherwise due to
such Participant the aggregate amount of such Federal, state or local taxes
required to be so withheld or, if such payments are insufficient to satisfy such
Federal, state or local taxes, or if no such payments are due or to become due
to such Participant, then, such Participant will be required to pay to the
Company, or make other arrangements satisfactory to the Company regarding
payment to the Company of, the aggregate amount of any such taxes. All matters
with respect to the total amount of taxes to be withheld in respect of any such
compensation income shall be determined by the Committee, in its sole
discretion.

7. Terms and Conditions of Awards. The terms and conditions of
each Award granted under the Plan shall be specified by the Committee, in its
sole discretion, and shall be set forth in a written agreement between the
Participant and the Company, in such form as the Committee shall approve. The
terms and provisions of any Award granted hereunder need not be identical to
those of any other Award granted hereunder.

<PAGE>

The terms and conditions of each Award may include the
following:

(a) The amount to be paid by a Participant to acquire the
shares of Common Stock pursuant to an Award shall be fixed by the Committee and
may be equal to, more than or less than 100% of the fair market value of the
shares of Common Stock subject to the Award on the date the Award is granted
(but in no event less than the par value of such shares).

(b) Each Award shall contain such vesting provisions, such
transfer restrictions and such other restrictions and conditions as the
Committee, in its sole discretion, may determine, including, without limitation,
the circumstances under which the Company shall have the right and option to
repurchase shares of Common Stock acquired pursuant to an Award.

(c) Stock certificates representing Common Stock acquired
pursuant to an Award shall bear a legend referring to any restrictions imposed
on such Stock and such other matters as the Committee may determine.

(d) To the extent that the Company is required to withhold any
Federal, state or local taxes in respect of any compensation income realized by
the Participant in respect of an Award granted hereunder, in respect of any
shares acquired pursuant to an Award, or in respect of the vesting of any such
shares of Common Stock, then the Company shall deduct from any payments of any
kind otherwise due to such Participant the aggregate amount of such Federal,
state or local taxes required to be so withheld, or if such payments are
insufficient to satisfy such Federal, state or local taxes, or if no such
payments are due or to become due to such Participant, then such Participant
will be required to pay to the Company, or make other arrangements satisfactory
to the Company regarding payment to the Company of, the aggregate amount of any
such taxes. All matters with respect to the total amount of taxes to be withheld
in respect of any such compensation income shall be determined by the Committee,
in its sole discretion.

Section 8. Adjustments. (a) In the event that, after the
adoption of the Plan by the Board of Directors, the outstanding shares of the
Company's Common Stock shall be increased or decreased or changed into or
exchanged for a different number or kind of shares of stock or other securities
of the Company or of another entity in each such case through reorganization,
merger or consolidation, recapitalization, reclassification, stock split,
split-up, combination or exchange of shares or declaration of any dividends
payable in Common Stock, the Committee in good faith shall, subject to the
provisions of Section 8(c) below if the circumstances therein specified are
applicable, appropriately adjust (i) the number of shares of Common Stock (and
the option price per share) subject to the unexercised portion of any
outstanding Option (to the nearest possible full share); provided, however, that
the limitations of Section 424 of the Code shall apply with respect to
adjustments made to ISOs, (ii) the number of shares of Common Stock to be
acquired pursuant to an Award which have not become vested, and (iii) the number
of shares of Common Stock for which Options and/or Awards may be granted under
the Plan, as set forth in Section 4.1 hereof, and such adjustments shall be
effective and binding for all purposes of the Plan.

<PAGE>

(b) If any capital reorganization or reclassification of the
capital stock of the Company or any consolidation or merger of the Company with
another entity, or the sale of all or substantially all its assets to another
entity, shall be effected in such a way that holders of Common Stock shall be
entitled to receive stock, securities or assets with respect to or in exchange
for Common Stock, then, subject to the provisions of Section 8(c) below if the
circumstances therein specified are applicable, each holder of an Option shall
thereafter have the right to purchase, upon the exercise of the Option in
accordance with the terms and conditions specified in the option agreement
governing such Option and in lieu of the shares of Common Stock immediately
theretofore receivable upon the exercise of such Option, such shares of stock,
securities or assets (including, without limitation, cash) as may be issued or
payable with respect to or in exchange for a number of outstanding shares of
such Common Stock equal to the number of shares of such Common Stock immediately
theretofore so receivable had such reorganization, reclassification,
consolidation, merger or sale not taken place.

(c) Notwithstanding Sections 8(a) and 8(b) hereof, in the
event of (i) any offer to holders of the Company's Common Stock generally
relating to the acquisition of all or substan tially all of their shares,
including, without limitation, through purchase, merger or otherwise, or (ii)
any proposed transaction generally relating to the acquisition of substantially
all of the assets or business of the Company (herein sometimes referred to as an
"Acquisition"), the Board of Directors may, in its sole discretion, cancel any
outstanding Options (provided, however, that the limitations of Section 424 of
the Code shall apply with respect to adjustments made to ISO's) and pay or
deliver, or cause to be paid or delivered, to the holder thereof an amount in
cash or securities having a value (as determined by the Board of Directors
acting in good faith) equal to the product of (A) the number of shares of Common
Stock (the "Option Shares") that, as of the date of the consummation of such
Acquisition, the holder of such Option had become entitled to purchase (and had
not purchased) multiplied by (B) the amount, if any, by which (1) the formula or
fixed price per share paid to holders of shares of Common Stock pursuant to such
Acquisition exceeds (2) the option price applicable to such Option Shares.

Section 9. Effect of the Plan on Employment Relationship.
Neither the Plan nor any Option and/or Award granted hereunder to a Participant
shall be construed as conferring upon such Participant any right to continue in
the employ of (or otherwise provide services to) the Company or any Subsidiary
or Parent thereof, or limit in any respect the right of the Company or any
Subsidiary or Parent thereof to terminate such Participant's employment or other
relationship with the Company or any Subsidiary or Parent, as the case may be,
at any time.

Section 10. Amendment of the Plan. The Board of Directors may
amend the Plan from time to time as it deems desirable; provided, however, that,
without the approval of the holders of a majority of the outstanding capital
stock of the Company entitled to vote thereon or consent thereto, the Board of
Directors may not amend the Plan (i) to increase (except for increases due to
adjustments in accordance with Section 8 hereof) the aggregate number of shares
of Common Stock for which Options and/or Awards may be granted hereunder, (ii)
to decrease the minimum exercise price specified by the Plan in respect of ISOs
or (iii) to change the class of Employees eligible to receive ISOs under the
Plan.

<PAGE>

Section 11. Termination of the Plan. The Board of Directors
may terminate the Plan at any time. Unless the Plan shall theretofore have been
terminated by the Board of Directors, the Plan shall terminate ten years after
the date of its initial adoption by the Board of Directors. No Option and/or
Award may be granted hereunder after termination of the Plan. The termination or
amendment of the Plan shall not alter or impair any rights or obligations under
any Option and/or Award theretofore granted under the Plan.

Section 12. Effective Date of the Plan. The Plan shall be
effective as of January 7, 1999, the date on which the Plan was adopted by the
Board of Directors, and shall be submitted to the holders of the outstanding
capital stock of the Company for their approval.

* * * * *

<PAGE>

APPENDIX I -- PROXY CARD

PROXY
CENTENNIAL CELLULAR CORP.
1305 CAMPUS PARKWAY
NEPTUNE, NEW JERSEY 07753

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Peter W. Chehayl and Thomas E. Bucks, and
each of them, proxies of the undersigned, with full power of substitution, to
vote all common stock of Centennial Cellular Corp., a Delaware corporation (the
"Company"), the undersigned is entitled to vote at the Annual Meeting of
Shareholders of the company to be held on Wednesday, October 20, 1999, or at
any adjournment or adjournments thereof, with all the power the undersigned
would possess if personally present, on the following matters:

(CONTINUED AND TO BE SIGNED ON OTHER SIDE)

<PAGE>

A [X] PLEASE MARK YOUR VOTES
AS IN THIS EXAMPLE

FOR ALL NOMINEES WITHHOLD
LISTED TO RIGHT AUTHORITY FOR
ALL NOMINEES

1. Election of [ ] [ ]
Directors

NOMINEES:

Anthony J. de Nicola
Mark T. Gallogly
Lawrence H. Guffey
Thomas E. McInerney
Rudolph E. Rupert
Michael J. Small
J. Stephen Vanderwoude

INSTRUCTION: to withhold authority to vote for any
nominee, write that nominee's name on the line
provided below.

____________________________________________________

2. Proposal to ratify the selection by the Board of Directors of Deloitte &
Touche LLP as independent auditors for the fiscal year ending May 31, 2000.

FOR AGAINST ABSTAIN

[ ] [ ] [ ]

3. Proposal to ratify the approval and adoption by the Board of Directors of the
Centennial Cellular Corp. and its Subsidiaries 1999 Stock Option and Restricted
Stock Purchase Plan.

FOR AGAINST ABSTAIN

[ ] [ ] [ ]

<PAGE>

4. In their discretion, the named proxies are authorized to vote in accordance
with their own judgment upon such other matters as may properly come before the
Annual Meeting.

FOR AGAINST ABSTAIN

[ ] [ ] [ ]

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS INDICATED, THIS PROXY WILL BE
VOTED FOR THE ELECTION OF ALL NOMINEES FOR DIRECTOR, FOR PROPOSAL 2 AND THE
PROXIES WILL USE THEIR DISCRETION WITH RESPECT TO ANY MATTERS REFERRED TO IN
ITEM 3.

The undersigned hereby acknowledges receipt of a copy of the Notice of Annual
Meeting of Shareholders and the Proxy Statement. The undersigned hereby revokes
any proxies heretofore given.

PLEASE VOTE, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.

SIGNATURE __________________ SIGNATURE ___________________ DATED ________, 1999

NOTE: Please complete, date and sign exactly as your name appears hereon. In the
case of joint owners, each owner should sign. When signing as administrator,
attorney, corporate officer, executor, guardian, trustee, etc., please give your
full title as such.

STATEMENT OF DIFFERENCES
------------------------

The degree symbol shall be expressed as .............................. [d]