CENTENNIAL COMMUNICATIONS CORP /DE, DEF 14A, 2000-08-30

CENTENNIAL COMMUNICATIONS CORP /DE
DEF 14A, 2000-08-30
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 40.14a-12

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

--------------------------------------------------------------------------------
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[ ] 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:

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pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
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[_] Fee paid previously with preliminary materials.

[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
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previously. Identify the previous filing by registration statement number,
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[Logo]

CENTENNIAL COMMUNICATIONS CORP.
1305 CAMPUS PARKWAY
NEPTUNE, NEW JERSEY 07753
-------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON SEPTEMBER 21, 2000
-------------------
The 2000 Annual Meeting of Stockholders of Centennial Communications Corp.
(the 'Company') will be held at The Waldorf=Astoria Hotel, 301 Park Avenue, New
York, NY 10022, on Thursday, September 21, 2000, at 11:00 a.m., local time. The
purposes of the meeting are:
1. To elect nine directors to serve until the next Annual Meeting of
Stockholders and thereafter until their successors are elected and
qualified.
2. To approve the Centennial Communications Corp. and Its Subsidiaries
Employee Stock Purchase Plan.
3. To ratify the selection by the Board of Directors of Deloitte &
Touche LLP as independent auditors for the Company for the fiscal
year ending May 31, 2001.
4. To transact such other business as may properly come before the
meeting.
We cordially invite all stockholders to attend. If you attend the Annual
Meeting, you may vote in person if you wish, even if you have previously
returned your proxy.
The Board of Directors has set August 25, 2000 as the record date for the
meeting. This means that owners of common stock at the close of business on that
date are entitled to receive notice of and vote at the Annual Meeting.
We will make available at the location of the Annual Meeting and at the
Company's corporate headquarters a list of stockholders as of the close of
business on August 25, 2000, for examination by any stockholder, 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.
We enclose with this Notice the Company's Proxy Statement for the Annual
Meeting and the Company's 2000 Annual Report to Stockholders.

By Order of the Board of Directors
TONY L. WOLK
TONY L. WOLK,
Vice President, General Counsel

August 29, 2000

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, OR VOTE BY PHONE OR VIA THE INTERNET. THE
PROXY, OR ANY VOTE BY PHONE OR THE INTERNET, 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, OR VOTED BY PHONE OR THE INTERNET, TO ASSURE
THAT ALL YOUR SHARES WILL BE VOTED AT THE ANNUAL MEETING.

<PAGE>
[Logo]

CENTENNIAL COMMUNICATIONS CORP.
1305 CAMPUS PARKWAY
NEPTUNE, NEW JERSEY 07753

---------------------
PROXY STATEMENT
---------------------

GENERAL

The Board of Directors of Centennial Communications Corp. ('Centennial' or
the 'Company') is furnishing you this Proxy Statement to solicit proxies on its
behalf to be voted at the 2000 Annual Meeting of Stockholders of the Company to
be held at The Waldorf=Astoria Hotel, 301 Park Avenue, New York, NY 10022, on
Thursday, September 21, 2000 at 11:00 a.m., local time, and at any adjournment
or adjournments of the Annual Meeting. This Proxy Statement and the enclosed
proxy are first being sent to stockholders on or about August 30, 2000.

At the Annual Meeting, stockholders of the Company will be asked to:

elect nine directors to serve until the next Annual Meeting of Stockholders
and thereafter until their successors are elected and qualified;

approve the Centennial Communications Corp. and Its Subsidiaries Employee
Stock Purchase Plan; and

ratify the selection by the Board of Directors of Deloitte & Touche LLP as
independent auditors for the Company for the fiscal year ending May 31,
2001.

Stockholders 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 Friday, August 25, 2000 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
August 25, 2000, there were 94,524,735 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

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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.

Approval of the Centennial Communications Corp. and Its Subsidiaries
Employee Stock Purchase Plan requires the favorable vote of a majority of the
votes cast on this proposal. 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.

Approval of the proposal to ratify the selection of Deloitte & Touche LLP as
independent auditors for the Company for the fiscal year ending May 31, 2001
requires the favorable vote 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.

All other matters will be determined by the vote of a majority of the 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.

VIEWING MATERIALS OVER THE INTERNET

You can elect to view future Proxy Statements and Annual Reports over the
Internet instead of receiving paper copies in the mail. If you are a stockholder
of record you can choose this option and save us the cost of producing and
mailing these documents. To do so, please mark the designated box on the proxy
card or follow the instructions if you vote by telephone or over the Internet.
If you own common shares through a bank, broker or other holder of record, the
holder of record may send you instructions on how to view future Proxy
Statements and Annual Reports over the Internet. If you have not received these
instructions and you would like to view these materials over the Internet,
please contact the holder of record. If you choose to view the materials online,
next year you will receive a proxy card or voting instructions with the Internet
address where you can find the materials. Please be aware that you may have to
pay for certain costs in connection with online viewing, such as Internet access
and telephone charges. Your election to view our Proxy Statements and Annual
Reports over the Internet will save the cost of producing and mailing these
documents.

HOW TO VOTE

Your vote is important. We encourage you to vote promptly, which may save us
the expense of a second mailing. You may vote in one of the following ways:

By Telephone. If you are located in the U.S., you can vote your shares
by calling the toll-free telephone number on your proxy card. You may vote
by telephone 24 hours a day through 4:00 p.m., Eastern time, on Wednesday,
September 20, 2000. The telephone voting system has easy-to-follow
instructions and allows you to confirm that the system has properly recorded
your votes. If you vote by telephone, you do not need to return your proxy
card. If you are an owner in street name, please follow the instructions
that accompany your proxy materials.

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Over the Internet. You can also vote your shares over the Internet. Your
proxy card indicates the web site you may access for Internet voting. You
may vote over the Internet 24 hours a day through 4:00 p.m., Eastern time,
on Wednesday, September 20, 2000. As with telephone voting you will be able
to confirm that the system has properly recorded your vote. If you are an
owner in street name, please follow the instructions that accompany your
proxy materials. You may incur costs such as telephone and Internet access
charges if you vote over the Internet.

By Mail. If you are a holder of record, you can vote by marking, dating
and signing your proxy card and returning it by mail in the enclosed
postage-paid envelope. If you hold your shares in street name, please
complete and mail the voting instruction card.

At the Annual Meeting. The way you vote your shares now will not limit
your right to change your vote at the Annual Meeting if you attend in
person. If you hold your shares in street name, you must obtain a proxy,
executed in your favor, from the holder of record if you wish to vote these
shares at the Annual Meeting.

All shares that have been properly voted and not revoked will be voted
at the Annual Meeting. If you sign and return your proxy card without any
voting instructions, your shares will be voted as our Board of Directors
recommends, namely FOR the election of the nine persons named under
'Election of Directors,' FOR the approval of the Centennial Communications
Corp. and Its Subsidiaries Employee Stock Purchase Plan, and FOR
ratification of the selection of Deloitte & Touche LLP as independent
auditors for the Company for the fiscal year ending May 31, 2001. 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. You can revoke your proxy at any time before your
shares are voted if you (1) submit a written revocation to our General
Counsel, Tony L. Wolk, at Centennial Communications Corp., 1305 Campus
Parkway, Neptune, New Jersey 07753, (2) submit a later-dated proxy (or
voting instructions if you hold shares in street name), (3) provide
subsequent telephone or Internet voting instructions or (4) vote in person
at the Annual Meeting.

COST OF SOLICITATION

We will pay all costs of soliciting the enclosed proxies. In addition to
solicitation by mail, officers and regular employees of the Company may solicit
proxies by telephone or facsimile or in person. We also will 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 we will reimburse such persons for their out-of-pocket and reasonable
clerical expenses in doing this.

PRINCIPAL STOCKHOLDERS OF THE COMPANY

The table below contains information regarding the beneficial ownership of
our common stock as of August 25, 2000 by each stockholder who owns beneficially
5% or more of the Company's common stock.

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

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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 94,524,735 shares of common
stock outstanding on August 25, 2000.

<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)............... 51,747,078 54.7%
WCAS Capital Partners III, L.P.(1).......................... 4,879,521 5.2%
Blackstone Investors(2)..................................... 28,172,043 29.8%
Thomas E. McInerney(3)...................................... 56,626,599 59.9%
Anthony J. de Nicola(4)..................................... 56,626,599 59.9%
Rudolph E. Rupert(5)........................................ 56,626,599 59.9%
Mark T. Gallogly(6)......................................... 28,172,043 29.8%
Lawrence H. Guffey(6)....................................... 28,172,043 29.8%
</TABLE>

---------

(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. (5,833,053) and WCAS Information Partners, L.P.
(204,669), limited partnerships affiliated with Welsh, Carson, Anderson &
Stowe VIII, L.P. Up to an aggregate of 2,587,356 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 shares beneficially owned by Blackstone Investors are owned by
Blackstone CCC Capital Partners L.P. (22,413,222), Blackstone CCC Offshore
Capital Partners L.P. (4,068,495) and Blackstone Family Investment
Partnership III L.P. (1,690,326). Blackstone Management Associates 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 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.
(footnotes continued on next page)

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(footnotes continued from previous page)

(3) Mr. McInerney, a director of Centennial, owns of record 465,984 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. 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 reflected as beneficially owned by Mr. McInerney. Mr. McInerney
disclaims beneficial ownership of such shares except to the extent owned of
record by him.

(4) Mr. de Nicola, a director of Centennial, owns of record 40,932 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. 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 reflected as beneficially owned by Mr. de Nicola. Mr. de Nicola
disclaims beneficial ownership of such shares except to the extent owned of
record by him.

(5) Mr. Rupert, a director of Centennial, owns of record 40,932 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. 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
reflected as beneficially owned by Mr. Rupert. Mr. Rupert disclaims
beneficial ownership of such shares except to the extent owned of record by
him.

(6) Messrs. Gallogly and Guffey, directors of Centennial, 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 reflected as beneficially owned by them. 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 stockholders are parties to a stockholders
agreement that is described in detail under 'Certain Relationships and Related
Transactions' below.

<PAGE>
ELECTION OF DIRECTORS

Nine persons have been nominated for election as directors to serve until
the 2001 Annual Meeting of Stockholders and until their successors are elected
and qualified. All of the nominees are currently directors.

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. The parties entered into the stockholders agreement in connection
with the January 1999 merger in which these stockholders acquired a 92.9%
ownership interest in the Company. Pursuant to the stockholders agreement, our
directors are elected as described below:

So long as the Welsh, Carson investors own 25% of the 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 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.

Up to three additional directors are elected by all of the stockholders,
including our principal stockholders. These independent 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 is not available for
election. If a nominee is unavailable to serve, the parties to the stockholders
agreement, and in the absence of instructions to the contrary the proxy holders
named in the accompanying proxy, will vote 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, the
membership of the Board of Directors will be reduced. The Board of Directors has
no reason to believe that any of the nominees listed below will not be available
to serve.

<PAGE>
The following table sets forth certain information concerning the nominees and
their ownership of common stock as of August 25, 2000.

Carmen Ana Culpeper ................. Ms. Culpeper is a director of the 200(4) *
Age: 55 Company. From April 1999 to
Director since: July 26, 2000 present, Ms. Culpeper has served as
President of C. Culpeper &
Associates, a financial advisory
and management consulting firm. She
was president of the Puerto Rico
Chamber of Commerce from June 1999
to June 2000 and continues to serve
on its Executive Board. She was
President of the Puerto Rico
Telephone Company from April 1997
to March 1999 and from October 1996
to March 1997 she was President of
Finapri, Inc., an insurance finance
company. From October 1995 to March
1997, Ms. Culpeper was an
independent broker at Clark Melvin
Securities and prior to that held
various positions in corporate
finance at, among others,
Donaldson, Lufkin & Jenrette and
Citibank. Ms. Culpeper is a
director of Santander Bancorp, the
second largest bank in Puerto Rico.

Anthony J. de Nicola(2)(5) .......... Mr. de Nicola is a director of the 56,626,599(6) 59.9%
Age: 36 Company. He has served as a
Director since: January 7, 1999 managing member or general partner
of Welsh, Carson, Anderson & Stowe
and other associated investment
partnerships since 1994. Previously
he worked for William Blair & Co.
for four years in the merchant
banking area. He is a director of
BTI Telecom Corp., CFW
Communications, Valor
Telecommunications, LLC, Alliance
Data Systems, Inc. and several
private companies.
</TABLE>

(table continued on next page)

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(table continued from previous page)

Lawrence H. Guffey(5) ............... Mr. Guffey is a director of the 28,172,043(7) 29.8%
Age: 32 Company. He is a managing director
Director since: January 7, 1999 of The Blackstone Group, L.P., and
he has been with Blackstone since
1991. Mr. Guffey is a director of
several private companies.

Rudolph E. Rupert ................... Mr. Rupert is a director of the 56,626,599(8) 59.9%
Age: 34 Company. In April 1999, he became a
Director since: January 7, 1999 general partner of 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 at General Atlantic
Partners where he was involved in
the information technology
industry. From 1987 to 1992, he
worked for Lazard Freres and
Company. Mr. Rupert is a director
of several private companies.
</TABLE>

(table continued on next page)

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(table continued from previous page)

<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION,
NOMINEE, AGE, YEAR OTHER BUSINESS EXPERIENCE NUMBER OF SHARES PERCENT
FIRST BECAME DIRECTOR AND OTHER DIRECTORSHIPS BENEFICIALLY OWNED(1) OF CLASS
--------------------- ----------------------- --------------------- --------
<S> <C> <C> <C>
John M. 'Jack' Scanlon .............. Mr. Scanlon is a director of the 4,500(9) *
Age: 58 Company. He has been Vice Chairman
Director since: May 18, 2000 of Asia Global Crossing, a joint
venture established by Global
Crossing, Ltd. and others to
provide advanced network-based
telecommunications services to
businesses and consumers
throughout Asia, since
March 2000. Mr. Scanlon was Chief
Executive Officer of Global
Crossing, Ltd., a provider of
global Internet Protocol and data
services, from April 1998 to March
1999 and Vice Chairman of Global
Crossing from March 1999 to March
2000. In addition, he was Chief
Executive Officer of Asia Global
Crossing from September 1999 to
February 2000. Prior to joining
Global Crossing, Mr. Scanlon was
President and General Manager of
the Cellular Networks and Space
Sector of Motorola Inc. and had
been affiliated with Motorola Inc.
since 1990. Mr. Scanlon is also a
director of Global Crossing and
several private companies.

Michael J. Small .................... Mr. Small is a director of the 805,835(10) *
Age: 42 Company. He is President and Chief
Director since: January 7, 1999 Executive Officer of the Company.
Prior to joining the Company, Mr.
Small served as Executive Vice
President and Chief Financial
Officer of 360[d] Communications
Company (now a subsidiary of ALLTEL
Corporation) since 1995. Prior to
1995, he served as President of
Lynch Corporation, a diversified
acquisition-oriented company with
operations in telecommunications,
manufacturing and transportation
services.
</TABLE>

(table continued on next page)

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(table continued from previous page)

<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION,
NOMINEE, AGE, YEAR OTHER BUSINESS EXPERIENCE NUMBER OF SHARES PERCENT
FIRST BECAME DIRECTOR AND OTHER DIRECTORSHIPS BENEFICIALLY OWNED(1) OF CLASS
--------------------- ----------------------- --------------------- --------
<S> <C> <C> <C>
J. Stephen Vanderwoude(5) ........... Mr. Vanderwoude is a director of 7,500(11) *
Age: 56 the Company. He is Chairman and
Director since: October 20, 1999 Chief Executive Officer of Madison
River Communications LLC, an
integrated communications provider,
since 1996. Previously he was
President, Chief Executive Officer
and a director of Powerhouse
Technologies, Inc., and a director
of V-Band Corporation. He is
currently a director of First
Midwest Bancorp, and One Stop
Telecommunications, Inc. He
formerly was President and Chief
Operating Officer and a director of
Centel Corporation, and President
of the local telecommunications
division of Sprint Corporation.
</TABLE>

---------

* 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) See note (3) to the table under 'Principal Stockholders of the Company.'

(4) Consists of 200 shares which Ms. Culpeper owns directly.

(5) Member of the audit committee.

(6) See note (4) to the table under 'Principal Stockholders of the Company.'

(7) See note (6) to the table under 'Principal Stockholders of the Company.'

(8) See note (5) to the table under 'Principal Stockholders of the Company.'

(9) Consists of 4,500 shares which Mr. Scanlon has the right to acquire
pursuant to a stock option grant.

(10) Consists of 126,669 shares which Mr. Small owns directly and 679,166 shares
which Mr. Small has the right to acquire pursuant to a stock option grant.

(11) Consists of 3,000 shares which Mr. Vanderwoude owns directly and 4,500
shares which Mr. Vanderwoude has the right to acquire pursuant to a stock
option grant.

COMMITTEES AND MEETINGS OF THE BOARD

The Board of Directors met seven times during the fiscal year ended May 31,
2000. 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 Rudolph E. Rupert, due to illness, and Messrs. Gallogly and Guffey,
who each attended five of eight such meetings.

<PAGE>
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. Our compensation committee also
administers, determines the participants under and selects the recipients of
awards under the Centennial Communications Corp. and its Subsidiaries 1999 Stock
Option and Restricted Stock Purchase Plan. The compensation committee met once
during the fiscal year ended May 31, 2000.

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 stockholders,
and such other related matters as the audit committee considers to be
appropriate. Our Board of Directors has adopted an audit committee charter, a
copy of which is attached to this Proxy Statement.

The audit committee met once during the fiscal year ended May 31, 2000.

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

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's officers, directors and persons who own more than 10% of the
Company's common stock to file reports of ownership and changes in ownership
with the Securities Exchange Commission. The SEC rules also require such
reporting persons to furnish the Company with a copy of all Section 16(a) forms
they file.

Based solely on a review of the copies of the forms which the Company
received and written representations from certain reporting persons, the Company
believes that, during the fiscal year ended May 31, 2000, all Section 16(a)
filing requirements applicable to its reporting persons were met.

<PAGE>
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 2000) for
each of the Company's last three fiscal years (collectively the 'Named
Executives').

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
-----------------------
AWARDS
-----------------------
ANNUAL COMPENSATION 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 .......................... 2000 $272,917 $248,621 - 0 - 360,000 $ 917(1)
President and Chief Executive Officer 1999 100,379 283,500 - 0 - 1,215,000 - 0 -(2)
1998 - 0 - - 0 - - 0 - - 0 - - 0 -
Carlos Bofill ............................. 2000 123,333 135,594 - 0 - 600,000 - 0 -(2)
Chief Executive Officer -- Caribbean 1999 - 0 - - 0 - - 0 - - 0 - - 0 -
Operations 1998 - 0 - - 0 - - 0 - - 0 - - 0 -
Phillip Mayberry .......................... 2000 175,000 141,698 - 0 - 90,000 3,249(1)
President -- Domestic Operations 1999 175,000 182,500 - 0 - 450,000 2,292(1)
1998 172,083 125,000 $242,188(3) 60,000 4,750(1)
Kari Jordan ............................... 2000 165,000 81,888 - 0 - 60,000 35,237(1)
President -- Puerto Rico Operations 1999 154,783 134,620 - 0 - 360,000 1,650(1)
1998 57,283 70,000 48,438(3) 30,000 - 0 -
Peter W. Chehayl .......................... 2000 169,583 102,820 - 0 - 80,000 708(1)(2)
Chief Financial Officer 1999 66,250 113,400 - 0 - 225,000 - 0 -
1998 - 0 - - 0 - - 0 - - 0 - - 0 -
</TABLE>

---------

(1) Consists of matching contributions made by the Company on behalf of the
Named Executives under the Company's 401(k) Retirement Investment Plan, and
in the case of Ms. Jordan, $30,000 of rental payments made by the Company on
behalf of Ms. Jordan.

(2) Does not include reimbursement of relocation expenses of $88,695 for Mr.
Small, $19,979 for Mr. Bofill and $122,694 for Mr. Chehayl.

(3) The value indicated is based on the closing price of the common stock on
February 23, 1998, the date of the grant. The shares underlying the
restricted stock were purchased in connection with the merger on January 7,
1999 at $41.50 per share.

<PAGE>
EMPLOYMENT AGREEMENTS

In connection with the January 1999 merger, we entered into an employment
agreement with Michael Small, our President and Chief Executive Officer. Mr.
Small's base salary for fiscal 2001 is $320,000 per annum. He is also entitled
to an annual bonus, as determined based on such performance-based criteria as
are established by the Board of Directors. The Compensation Committee has
determined that the target bonus for fiscal 2001 will be $292,500, subject to
achievement of specified performance targets. 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 initial or any renewal
term. If we terminate Mr. Small's employment 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 with respect to
the one-year period following such termination, a pro rata portion of any bonus
payable for the fiscal year in which such termination occurs, and certain other
fringe benefits. On January 7, 1999, Mr. Small also received incentive stock
options and non-qualified stock options to purchase an aggregate 1,215,000
shares of common stock, vesting on July 31 of each year beginning with the
fiscal year ended May 31, 1999 if we attain certain 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 by us other than as a result of
his failing to comply with the terms of the employment agreement or if he quits
because we failed to comply with the agreement following a change of control of
the Company. During the employment term and for a period of one year following
the termination of his employment, except if he quits because we failed to
comply with the agreement, Mr. Small 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 the fiscal year ended May 31, 2000.

OPTION/SAR GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
------------------------------------------
NUMBER OF PERCENT OF TOTAL POTENTIAL REALIZABLE VALUE AT ASSUMED
SECURITIES OPTIONS/SARS EXERCISE ANNUAL RATES OF STOCK PRICE
UNDERLYING GRANTED TO OF BASE APPRECIATION FOR OPTION TERM(3)
OPTIONS/SARS EMPLOYEES IN PRICE ---------------------------------------
NAME GRANTED(#) FISCAL YEAR ($/SH) EXPIRATION DATE 5% 10%
---- ---------- ----------- ------ --------------- -- ---
<S> <C> <C> <C> <C> <C> <C>
Michael J. Small........... 360,000(1) 10.3% $12.3958 June 25, 2009 $2,807,386 $ 7,114,466
Carlos Bofill.............. 600,000(1) 17.2 16.4272 October 20, 2009 6,199,643 15,711,113
Phillip Mayberry........... 90,000(1) 2.6 12.3958 June 25, 2009 701,846 1,778,617
Kari Jordan................ 60,000(1) 1.7 12.3958 June 25, 2009 467,898 1,185,744
Peter W. Chehayl........... 60,000(1) 1.7 12.3958 June 25, 2009 467,898 1,185,744
Peter W. Chehayl........... 20,000(2) 0.6 16.1275 May 25, 2010 202,881 514,141
</TABLE>

---------

(1) These options vest 25% per year on each July 31 commencing July 31, 2000 if
we attain certain EBITDA targets. If these targets are not met, the options
vest 25% per year beginning on the seven year anniversary of the grant date.
(footnotes continued on next page)

<PAGE>
(footnotes continued from previous page)

(2) These options vest 25% per year on each May 25 commencing May 25, 2001.

(3) The information with respect to potential realizable value is presented in
accordance with the requirements of the SEC and is not necessarily
indicative of the actual value that such options will have to the Named
Executives. To realize the potential values set forth in the 5% and 10%
columns, the price per share of the common stock of the Company would have
to be $20.20 and $32.16, respectively, for the grants on June 25, 1999 at an
exercise price of $12.40 per share; $26.76 and $42.62, respectively, for the
grant on October 20, 2000 at an exercise price of $16.43 per share; and
$26.27 and $41.84, respectively, for the grant on May 25, 1999 at an
exercise price of $16.13 per share.

The table below summarizes the exercise of stock options during fiscal 2000
by the Named Executives and provides information as to the unexercised stock
options held by them at the end of the 2000 fiscal year on May 31, 2000.

AGGREGATED OPTION/SAR EXERCISES IN FISCAL 2000
AND FISCAL YEAR-END 2000 OPTION/SAR VALUES

<TABLE>
<CAPTION>
NUMBER OF
SHARES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT OPTIONS/SARS AT
FY-END(#)(1) FY-END($)(1)
SHARES --------------- ---------------------
ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE REALIZED($)(1) UNEXERCISABLE UNEXERCISABLE
---- ----------- -------------- ------------- -------------
<S> <C> <C> <C> <C>
Michael J. Small.................. 21,669 $516,294 686,666/866,666 $6,948,075/$7,551,831
Carlos Bofill..................... - 0 - - 0 - 150,000/450,000 - 0 - / - 0 -
Phillip Mayberry.................. 21,669 $499,663 236,666/281,666 $2,461,038/$2,611,977
Kari Jordan....................... - 0 - - 0 - 195,000/225,000 $2,055,315/$2,155,941
Peter W. Chehayl.................. 21,669 $499,663 116,666/166,666 $1,182,755/$1,283,381
</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,
2000, as the case may be.

DIRECTOR COMPENSATION

Each non-employee director (other than the Welsh, Carson and Blackstone
directors) receives a $15,000 annual retainer, $1,500 for each Board meeting
attended in person or telephonically and an annual award of an option to
purchase 4,500 shares of Centennial common stock. During fiscal 2000, the Welsh,
Carson and Blackstone directors received no compensation for serving as
directors.

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

<PAGE>
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 as well as to attract new talent, as necessary. The
compensation to these executives consists of base salary, cash bonus
compensation and equity incentives.

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 these
individuals toward (i) increasing revenues, (ii) increasing the number of
subscribers, (iii) increasing cash flow, (iv) meeting budgetary objectives, (v)
the development of the Company's communications systems businesses and (vi) the
successful completion of certain acquisitions, dispositions and financings. Mr.
Small's compensation is determined by the compensation committee based on
similar factors as outlined above.

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

During the last fiscal year, the Company retained an outside organization to
evaluate our compensation packages as compared to that of other companies
similar in size and scope to Centennial. The report of that organization was
shared with the compensation committee. The compensation committee's
recommendations for compensation for fiscal 2000 were accepted by the Board of
Directors.

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

<PAGE>
PERFORMANCE GRAPH

The following graph compares the total returns (assuming reinvestment of
dividends) on the Company's common stock, the Nasdaq Stock Market -- US Index
(which includes Centennial), the Nasdaq Telecommunications Index (which includes
Centennial), and the peer group index presented in our 1999 Proxy Statement.
Last year's peer group consisted of the following four corporations in the
wireless telephone business selected by the Company in good faith: Commnet
Cellular Inc., Cellular Communications Inc. -- New, Vanguard Cellular Systems
Inc. and Nextel Communications Inc. Of these corporations, only Nextel
Communications remains a publicly traded company. Accordingly, we have added
this year the comparison to the Nasdaq Telecommunications Index, which will
replace the prior peer group comparison. The graph assumes $100 invested in the
Company's common stock or in each of the indices on May 31, 1995, including the
reinvestment of dividends, if any.

COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN AMONG
CENTENNIAL COMMUNICATIONS CORP., THE NASDAQ STOCK MARKET -- U.S. INDEX, NASDAQ
TELECOMMUNICATIONS INDEX AND A PEER GROUP

[PERFORMANCE GRAPH]

<PAGE>
CUMULATIVE TOTAL RETURN

5/95 5/96 5/97 5/98 5/99 5/00
<S> <C> <C> <C> <C> <C> <C>
Centennial Communications Corp. $100 $124 $102 $255 $1,000 1,031
Nasdaq Stock Market (U.S.) $100 $145 $164 $208 $ 294 $ 402
Nasdaq Telecommunications Index $100 $139 $137 $228 $ 411 $ 393
Peer Group $100 $154 $109 $175 $ 273 $ 686
</TABLE>

BENEFICIAL OWNERSHIP BY MANAGEMENT

The following table sets forth, as of August 25, 2000, certain information
with respect to the beneficial ownership of shares of common stock by certain
Named Executives of the Company and all directors and executive officers as a
group. See 'Election of Directors' for ownership by directors and the Named
Executives not listed below.

<TABLE>
<CAPTION>
SHARES OF STOCK PERCENT
NAME BENEFICIALLY OWNED OF CLASS
---- ------------------ --------
<S> <C> <C>
Carlos Bofill............................................... 150,000(1) *
Phillip Mayberry............................................ 258,335(2) *
Kari Jordan................................................. 195,000(3) *
Peter W. Chehayl............................................ 163,335(4) *
All directors and executive officers as a group (17
persons).................................................. 86,706,234(5) 91.7%
</TABLE>

---------

* Less than 1%.

(1) Consists of 150,000 shares which Mr. Bofill has the right to acquire
pursuant to a stock option grant.

(2) Consists of 21,669 shares which Mr. Mayberry owns directly and 236,666
shares which Mr. Mayberry has the right to acquire pursuant to stock option
grants.

(3) Consists of 195,000 shares which Ms. Jordan has the right to acquire
pursuant to stock option grants.

(4) Consists of 49,169 shares which Mr. Chehayl owns directly and 114,166 shares
which Mr. Chehayl has the right to acquire pursuant to stock option grants.

(5) Consists of 85,033,113 shares owned directly by such persons and 1,673,121
shares which may be acquired by such persons pursuant to stock option
grants.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

STOCKHOLDERS AGREEMENT

On January 7, 1999, each of the stockholders of CCW Acquisition Corp. 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. These stockholders included Welsh, Carson, Anderson &
Stowe VIII, L.P., WCAS Capital Partners III, 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

<PAGE>
benefit of family members of one of these investment professionals; three
investment funds controlled by The Blackstone Group; Michael J. Small and an
individual retirement account for his benefit; Peter W. Chehayl, Chief Financial
Officer of the Company; and Edward G. Owen, Vice President, Corporate
Development, of the Company. The original stockholders agreement was superseded
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 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
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 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 common stock than the Welsh, Carson investors.

We have granted preemptive rights to purchase shares of our common stock in
proportion to the 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 common stock by the
Blackstone investors. In other words, if any of

<PAGE>
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
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
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 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

<PAGE>
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 will no longer be
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 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 and the Blackstone
investors of 50% or more of the shares of common stock purchased by them on
January 7, 1999.

REGISTRATION RIGHTS AGREEMENT

On January 7, 1999 each of the stockholders of CCW Acquisition Corp. 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
was superseded 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 common stock under the Securities Act at any time on
or after January 7, 2002. The amended and restated registration rights agreement
also 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 common stock owned by them in registrations under the Securities Act
by the Company.

APPROVAL OF THE CENTENNIAL COMMUNICATIONS CORP.
AND SUBSIDIARIES EMPLOYEE STOCK PURCHASE PLAN

GENERAL

The Board of Directors is proposing for stockholder approval the Centennial
Communications Corp. and Its Subsidiaries Employee Stock Purchase Plan (the
'Stock Purchase Plan'). The Board of Directors approved the Stock Purchase Plan
in June 2000, subject to stockholder approval at the Annual Meeting. The purpose
of the Stock Purchase Plan is to enable eligible employees of the Company and
its subsidiaries to acquire proprietary interests in the Company through the
ownership of common stock of the Company. By encouraging such stock ownership,
the Company seeks to attract, retain and motivate such employees and to
encourage them to devote their best efforts to the business and financial
success of the Company. The Board of Directors believe that the Company's policy
of

<PAGE>
encouraging stock ownership by eligible employees through purchases of common
stock under the Stock Purchase Plan is a significant factor in its ability to
attract and retain such employees.

DESCRIPTION OF THE STOCK PURCHASE PLAN

Administration. The Stock Purchase Plan is administered by the compensation
committee of the Company's Board of Directors, which acts in a managerial
capacity. The members of the compensation committee are appointed by, and serve
at the discretion of, the Board of Directors. The compensation committee
currently consists of Thomas E. McInerney, Anthony J. de Nicola and Mark T.
Gallogly. The compensation committee has the power to adopt, administer and
interpret rules and regulations for carrying out the Stock Purchase Plan. The
compensation committee also has the authority to make amendments to the Stock
Purchase Plan, other than amendments that increase the maximum number of shares
available for sale under the Stock Purchase Plan or expand the class of persons
eligible to participate in the Stock Purchase Plan beyond employees of the
Company and its subsidiaries.

Purchase of Shares. Under the Stock Purchase Plan, during each purchase
period, eligible employees are entitled to purchase shares of common stock at a
price equal to 85% of the lower of (i) the average of the high and low prices of
the common stock on the first day of the purchase period and (ii) the average of
the high and low prices of the common stock on the last day of the purchase
period. The compensation committee will establish the purchase periods, which we
anticipate will generally be one year periods. The first purchase period is from
August 1, 2000 to July 31, 2001.

Each eligible employee will be entitled to have up to $4,000 of base pay
withheld during any purchase period. The withheld funds will be applied to the
purchase of shares at the end of the purchase period, subject to certain
limitations (including the limit on the total number of shares issuable in any
purchase period). If any employee's employment is terminated during a purchase
period, other than by his or her death, his or her account balance will be paid
in cash, and he or she will not be eligible to purchase shares. If an employee
dies, his or her legal representatives will have the option as to whether to
continue to participate for the remainder of the purchase period.

Participation. All persons regularly employed by the Company or a subsidiary
on the first day of a purchase period who customarily work more than 20 hours
per week and more than five months in a calendar year are eligible to
participate in the Stock Purchase Plan for that purchase period.

Shares Reserved for the Stock Purchase Plan. A maximum of 600,000 shares of
common stock are reserved for issuance under the Stock Purchase Plan. The
compensation committee will establish the number of shares available during any
purchase period. The compensation committee has provided for 200,000 shares to
be available for purchase under the Stock Purchase Plan during the purchase
period August 1, 2000 to July 31, 2001. In the event of a subdivision or
combination of the common stock, the Board of Directors will make appropriate
adjustments in the maximum number of shares that may thereafter be offered and
sold under the Stock Purchase Plan and the terms relating to the price at which
shares will be offered. In case of a reclassification or other change in the
Company's shares (including a stock dividend), the Board of Directors also will
make appropriate adjustments.

Resale Restrictions. Shares of common stock acquired pursuant to the Stock
Purchase Plan are registered under the Securities Act and generally may be
reoffered or resold without restriction, subject to applicable law and policy
(including the Company's Insider Trading Policy).

Transferability of Interests in the Stock Purchase Plan. An employee's right
to purchase shares of common stock under the Stock Purchase Plan may not be
sold, pledged, assigned or transferred in any manner otherwise than by will or
by the laws of descent and distribution.

<PAGE>
Duration of the Plan. The provisions of the Stock Purchase Plan do not limit
its duration. The Stock Purchase Plan will terminate when all shares of common
stock reserved for sale thereunder shall have been subscribed for; unless
earlier terminated by the Board of Directors.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

The Stock Purchase Plan is intended to qualify as an 'employee stock
purchase plan' within the meaning of Section 423 of the Internal Revenue Code.
The Stock Purchase Plan is not qualified under Section 401(a) of the Code and is
not subject to any provisions of the Employee Retirement Income Security Act of
1974, as amended.

In general, an employee will have no Federal income tax consequences at the
time he or she elects to participate in the Stock Purchase Plan or receives
shares at the end of a purchase period. An employee will have taxable income
when he or she sells those shares. The tax treatment is different in the
following two instances:

If an employee holds the shares for more than two years after the beginning
of the purchase period and one year after he or she receives the shares,
the employee will recognize as ordinary income the lesser of (i) 15% of the
average of the high and low prices of the common stock on the first day of
the purchase period and (ii) the excess of the value of the stock at the
time it is sold over the price paid for the stock. Any additional gain or
loss will be considered long-term capital gain or loss.

If an employee holds shares purchased under the Stock Purchase Plan for
less than two years after the beginning of the purchase period or less than
one year after he or she receives the shares, the employee will recognize
as ordinary income the difference between the amount paid and the value of
the stock on the last day of the purchase period. Any additional gain or
loss will be considered long or short-term capital gain or loss.

The Company will not be entitled to a compensation expense deduction for any
shares purchased by an employee if he or she satisfies the holding period
requirements described in the first of the preceding two paragraphs. If the
employee does not satisfy those holding requirements, the Company will be
entitled to deduct the amount of ordinary income that the employee recognizes.

The description of tax consequences set forth above is 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.

The Board of Directors recommends that stockholders vote FOR the approval of
the Stock Purchase Plan.

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, 2001. In accordance with the Company's policy
of seeking annual stockholder ratification of the selection of auditors, the
Company requests that such selection be ratified by stockholders. The Company
has been advised by Deloitte & Touche LLP that neither that firm nor any of its
partners has any other relationship, direct or indirect, with the Company or its
subsidiaries. The Company expects representatives of Deloitte & Touche LLP to be
present at the Annual Meeting, and such

<PAGE>
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
stockholders.

The Board of Directors recommends that stockholders 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, 2001.

STOCKHOLDER PROPOSALS

If a stockholder wishes to submit a proposal for inclusion in the proxy
statement for the 2001 Annual Meeting of Stockholders, such proposal must be
received by the Company at its principal executive offices not later than May 1,
2001.

In accordance with Rule 14a-4(c)(1) of the Securities Exchange Act of 1934,
as amended, management proxy holders intend to use their discretionary voting
authority with respect to any stockholder proposal raised at the Company's
Annual Meeting in 2001 as to which the proponent fails to notify the Company on
or before July 15, 2001 (one year after 45 days prior to the date on which this
Proxy Statement was first mailed to stockholders). Notifications must be
addressed to the Company's General Counsel at (i) 1305 Campus Parkway, Neptune,
New Jersey 07753 (prior to November 1, 2000) and (ii) 3349 Route 138, Wall
Township, New Jersey 07719 (after November 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

TONY L. WOLK
TONY L. WOLK,
Vice President, General Counsel

Dated: August 29, 2000

PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN
THE ENCLOSED ENVELOPE, OR VOTE BY TELEPHONE OR VIA THE INTERNET.

ON WRITTEN REQUEST OF ANY STOCKHOLDER, A COPY OF THE COMPANY'S ANNUAL REPORT
ON FORM 10-K FOR THE FISCAL YEAR ENDED MAY 31, 2000, 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 TONY L. WOLK, GENERAL
COUNSEL, CENTENNIAL COMMUNICATIONS CORP., 1305 CAMPUS PARKWAY, NEPTUNE, NEW
JERSEY 07753.

<PAGE>
CENTENNIAL COMMUNICATIONS CORP.
AUDIT COMMITTEE CHARTER
MAY 2000

The Audit Committee (the 'Committee'), of the Board of Directors ('the
Board') of Centennial Communications Corp. (the 'Company'), has the oversight
responsibility, authority and specific duties as described below.

COMPOSITION

The Committee will be comprised of three or more directors as determined by
the Board. The members of the Committee will meet the independence and
experience requirements of the Nasdaq Marketplace audit committee requirements.
The members of the Committee will be elected annually at a meeting of the full
Board and will be listed in the annual report to stockholders. One of the
members of the Committee will be elected Committee Chair by the Board.

RESPONSIBILITY

The Committee is a part of the Board. Its primary function is to assist the
Board in fulfilling its oversight responsibilities with respect to (i) the
annual financial information to be provided to shareholders and the Securities
and Exchange Commission ('SEC'); (ii) the system of internal controls that
management has established; and (iii) the internal and external audit process.
In addition, the Committee provides an avenue for communication among the
independent accountants, financial management and the Board. The Committee
should have a clear understanding with the independent accountants that they
must maintain an open and transparent relationship with the Committee, and that
the ultimate accountability of the independent accountants is to the Board and
the Committee. The Committee will make periodic reports to the Board concerning
its activities.

While the Audit Committee has the responsibilities and powers set forth in
this Charter, it is not the duty of the Audit Committee to plan or conduct
audits or to determine that the Company's financial statements are complete and
accurate and are in accordance with generally accepted accounting principles.
This is the responsibility of management and the independent auditor. Nor is it
the duty of the Audit Committee to conduct investigations, to resolve
disagreements, if any, between management and the independent auditor or to
assure compliance with laws and regulations and the Company's business conduct
guidelines.

AUTHORITY

Subject to the prior approval of the Board, the Committee is granted the
authority to investigate any matter or activity involving financial accounting
and financial reporting, as well as the internal controls of the Company. In
that regard, the Committee will have the authority to approve the retention of
external professionals to render advice and counsel in such matters. All
employees will be directed to cooperate with respect thereto as requested by
members of the Committee.

MEETINGS

The Committee is to meet at least two times annually and as many additional
times as the Committee deems necessary. Content of the agenda for each meeting
should be cleared by the

<PAGE>
Committee Chair. The Committee is to meet in separate executive sessions with
the chief financial officer, independent accountants and internal audit at least
once each year and at other times when considered appropriate.

ATTENDANCE

Committee members will strive to be present at all meetings. As necessary or
desirable, the Committee Chair may request that members of management and
representatives of the independent accountants and internal audit be present at
Committee meetings.

SPECIFIC DUTIES

In carrying out its oversight responsibilities, the Committee will:

<TABLE>
<C> <S>
1. Review and reassess the adequacy of this charter annually
and recommend any proposed changes to the Board for
approval. This should be done in compliance with applicable
Nasdaq Audit Committee Requirements.
2. Review with the Company's management and independent
accountants the Company's accounting and financial reporting
controls. Obtain annually in writing from the independent
accountants their letter as to the adequacy of such
controls.
3. Review with the Company's management and independent
accountants significant accounting and reporting principles,
practices and procedures applied by the Company in preparing
its financial statements. Discuss with the independent
accountants their judgements about the quality, not just the
acceptability, of the Company's accounting principles used
in financial reporting.
4. Review the scope and general extent of the independent
accountants' annual audit. The Committee's review should
include an explanation from the independent accountants of
the factors considered by the accountants in determining the
audit scope, including the major risk factors. The
independent accountants should confirm to the Committee that
no limitations have been placed on the scope or nature of
their audit procedures. The Committee will review annually
with management the fee arrangement with the independent
accountants.
5. Inquire as to the independence of the independent
accountants and obtain from the independent accountants, at
least annually, a formal written statement delineating all
relationships between the independent accountants and the
Company as contemplated by Independence Standards Board
Standard No. 1, Independence Discussions with Audit
Committees.
6. Have a predetermined arrangement with the independent
accountants that they will advise the Committee through its
Chair and management of the Company of any matters
identified through procedures followed for interim quarterly
financial statements, and that such notification is to be
made prior to the related press release or, if not
practicable, prior to filing Forms 10-Q.
7. At the completion of the annual audit, review with
management and the independent accountants the following:
</TABLE>

The annual financial statements and related footnotes and financial
information to be included in the Company's annual report to
shareholders and on Form 10-K.

<PAGE>
Results of the audit of the financial statements and the related
report thereon and, if applicable, a report on changes during the
year in accounting principles and their application.

Significant changes to the audit plan, if any, and any serious
disputes or difficulties with management encountered during the
audit. Inquire about the cooperation received by the independent
accountants during their audit, including access to all requested
records, data and information. Inquire of the independent
accountants whether there have been any disagreements with
management which, if not satisfactorily resolved, would have caused
them to issue a nonstandard report on the Company's financial
statements.

Other communications as required to be communicated by the
independent accountants by Statement of Auditing Standards (SAS) 61
as amended by SAS 90 relating to the conduct of the audit. Further,
receive a written communication provided by the independent
accountants concerning their judgment about the quality of the
Company's accounting principles, as outlined in SAS 61 as amended by
SAS 90, and that they concur with management's representation
concerning audit adjustments.

If deemed appropriate after such review and discussion, recommend to the
Board that the financial statements be included in the Company's annual report
on Form 10-K.

<TABLE>
<C> <S>
8. After preparation by management and review by independent
accountants, approve the report required under SEC rules to
be included in the Company's annual proxy statement. The
charter is to be published as an appendix to the proxy
statement every three years.
9. Meet with management and the independent accountants to
discuss any relevant significant recommendations that the
independent accountants may have, particularly those
characterized as 'material' or 'serious'. Typically, such
recommendations will be presented by the independent
accountants in the form of a Letter of Comments and
Recommendations to the Committee. The Committee should
review responses of management to the Letter of Comments and
Recommendations from the independent accountants and receive
follow-up reports on action taken concerning the
aforementioned recommendations.
10. Review the performance of the independent accountant and
make recommendations to the Board concerning the selection,
retention or termination of the Company's independent
accountants.
11. Review with management and the independent accountants the
methods used to establish and monitor the Company's policies
with respect to unethical or illegal activities by Company
employees that may have a material impact on the financial
statements.
12. Generally as part of the review of the annual financial
statements, receive an oral report(s), at least annually,
from the Company's general counsel concerning legal and
regulatory matters that may have a material impact on the
financial statements.
13. As the Committee may deem appropriate, obtain, weigh and
consider expert advice as to Audit Committee related rules
of Nasdaq and other accounting, legal and regulatory
provisions.
14. Maintain minutes or other record of meetings and activities
of the Audit Committee.
</TABLE>

<PAGE>

APPENDIX I -- PROXY CARD

PROXY
CENTENNIAL COMMUNICATIONS 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 Tony L. Wolk, and each of
them, proxies of the undersigned, with full power of substitution, to vote all
common stock of Centennial Communications Corp., a Delaware corporation (the
"Company"), the undersigned is entitled to vote at the Annual Meeting of
Stockholders of the Company to be held on Thursday, September 21, 2000, 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)

<TABLE>
<S> <C> <C> <C> <C> <C>
A [X] PLEASE MARK YOUR VOTES
AS IN THIS EXAMPLE

FOR ALL NOMINEES WITHHOLD NOMINEES:
LISTED TO RIGHT AUTHORITY FOR Carmen Ana Culpeper
ALL NOMINEES Anthony J. de Nicola
Mark T. Gallogly
1. Election of [ ] [ ] Lawrence H. Guffey
Directors Thomas E. McInerney
Rudolph E. Rupert
John M. Scanlon
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 approve Centennial Communications Corp. and Its Subsidiaries Employee Stock Purchase
Plan.

FOR AGAINST ABSTAIN

[ ] [ ] [ ]

3. Proposal to ratify the selection by the Board of Directors of Deloitte & Touche LLP
as independent auditors for the fiscal year ending May 31, 2001.

FOR AGAINST ABSTAIN

[ ] [ ] [ ]

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.
</TABLE>

<PAGE>

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS INDICATED, THIS PROXY WILL BE
VOTED FOR THE ELECTION OF ALL NOMINEES FOR DIRECTOR, FOR PROPOSALS 2 AND 3 AND
THE PROXIES WILL USE THEIR DISCRETION WITH RESPECT TO ANY MATTERS REFERRED TO IN
ITEM 4.

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

[ ] I consent to view all future Proxy Statements and Annual Reports online;
please do not mail paper copies to me.

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

SIGNATURE __________________ SIGNATURE ___________________ DATED ________, 2000

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.

<PAGE>

APPENDIX II - CENTENNIAL COMMUNICATIONS CORP. AND ITS SUBSIDIARIES
EMPLOYEE STOCK PURCHASE PLAN
[NOT PART OF PROXY STATEMENT]

CENTENNIAL COMMUNICATIONS CORP.

AND ITS SUBSIDIARIES

EMPLOYEE STOCK PURCHASE PLAN

CENTENNIAL COMMUNICATIONS CORP. AND ITS SUBSIDIARIES

<PAGE>

EMPLOYEE STOCK PURCHASE PLAN

1. PURPOSE

The purpose of the Centennial Communications Corp. and its Subsidiaries Employee
Stock Purchase Plan (the "Plan") is to enable Eligible Employees of Centennial
Communications Corp. (the "Company") and its Subsidiaries to acquire proprietary
interests in the Company through the ownership of common stock in the Company.
The Company believes that employees who participate in the Plan will have a
closer identification with the Company by virtue of their ability as
stockholders to participate in the Company's growth and earnings. It is the
intention of the Company to have the Plan qualify as an "an employee stock
purchase plan" under Section 423 of the Internal Revenue Code of 1986, as
amended (the "Code"). Accordingly, the provisions of the Plan shall be construed
so as to extend and limit participation in a manner consistent with the
requirements of that section of the Code.

2. DEFINITIONS

The following terms have the following meanings:

(a) "Annual Pay" shall mean an amount equal to the annual basic rate of pay of
an Eligible Employee as determined from the payroll records of the Company
or a Subsidiary on the effective date of an offer of stock made pursuant to
the Plan.

(b) "Average Market Price" shall mean the average of the high and low prices
for the Company's Common Stock in the over-the-counter market, as reported
by the National Association of Securities Dealers Automated Quotation
System (NASDAQ) (or other quotation service). If the Company's Common Stock
is not regularly traded in the over-the-counter market, but is registered
on a national securities exchange, "Average Market Price" shall mean the
closing price of the Company's Common Stock on such national securities
exchange.

(d) "Common Stock" shall mean shares of the $.01 par value Class A common stock
of the Company.

(e) "Eligible Employee" shall mean a person regularly employed by the Company
or a Subsidiary on the effective date of any offering of any stock pursuant
to the Plan, provided, however, that no person shall be considered an
Eligible Employee unless he/she is customarily employed by the Company or a
Subsidiary for more than twenty hours per week and more than five months in
a calendar year, and provided further, that the Board of Directors may
exclude the employees of any specified Subsidiary from any offering under
the Plan.

(f) "Option" shall mean the right granted to Eligible Employees to purchase the
Common Stock under an offering made under the Plan.

(g) "Purchase Period" shall mean the number of calendar months during which
installment payments for stock purchased under the Plan shall be made.

(h) "Subscription Period" shall mean that period of time prescribed in any
offer of stock under the Plan beginning on the first day employees may
elect to purchase shares and ending on the last day such elections are
authorized to be received and accepted.

(i) "Subsidiary" shall mean any corporation (other than corporations organized
outside of the United States and Puerto Rico) which is or would be a
"subsidiary corporation" of the Company as the term is defined in Section
424 of the Code.

3. SHARES RESERVED FOR PLAN ADJUSTMENTS

The shares of the Company's Common Stock to be sold to Eligible Employees under
the Plan may, at the election of the Company, be either treasury shares or
shares originally issued for such purpose. The maximum number of shares of
Common Stock which shall be reserved and made available for sale under the Plan
shall be 600,000,

<PAGE>

provided however, that the maximum number of shares that are available in any
one purchase period is 200,000, subject to adjustment as determined by the
Compensation Committee.

In the event of a subdivision or combination of the Company's shares (including
a stock split), the maximum number of shares which may thereafter be issued and
sold under the Plan and the number of shares under elections to purchase at the
time of such subdivision or combination will be proportionately increased or
decreased, the terms relating to the price at which shares under elections to
purchase will be sold will be appropriately adjusted, and such other action will
be taken as in the opinion of the Board of Directors is appropriate under the
circumstances. In case of a reclassification or other change in the Company's
shares, the Board of Directors also will make appropriate adjustments.

4. ADMINISTRATION OF THE PLAN

The Plan shall be administered by the Compensation Committee of the Board of
Directors. No director of the Company serving as a member of the Committee shall
be eligible, at any time while serving as a member of the Committee, to be
granted Options under the Plan.

The Committee shall be vested with full authority to make, administer and
interpret such rules and regulations regarding the Plan or to make amendments to
the Plan itself as it may deem advisable (including in the case of a change in
control of the Company); provided, however, that no such amendment shall
increase the maximum number of shares available for sale under the Plan,
otherwise than as requested to reflect a subdivision or a combination as
provided in Article 3 hereof, nor shall any such amendment act to expand the
persons eligible to participate in the Plan beyond the employees of the Company
and its Subsidiaries. Any determination, decision, or action of the Committee in
connection with the construction, interpretation, administration, or application
of the Plan shall be binding upon all Eligible Employees and all persons
claiming under an Eligible Employee.

5. PARTICIPATION IN THE PLAN AND ITS EFFECT ON EMPLOYMENT RELATIONSHIP

Options to purchase Common Stock under the Plan shall be granted only to
Eligible Employees. Options to purchase shares shall be granted to all Eligible
Employees of the Company or any of its Subsidiaries whose Eligible Employees are
granted such rights; provided, however, that in no event may an employee be
granted an option under this Plan if such employee, immediately after the option
is granted, owns stock possessing 5% or more of the total combined voting power
or value of all classes of capital stock of the Company or its Subsidiaries. For
the purposes of determining stock ownership under this paragraph, the rules of
Section 424 (d) of the Code shall apply, and stock which the employee may
purchase under all outstanding options shall be treated as stock owned by the
employee.

Neither the Plan nor any Option held by any Eligible Employee hereunder shall be
construed as conferring upon such Eligible Employee any right to continue in the
employ of the Company or any Subsidiary, or limit in any respect the right of
the Company or any Subsidiary to terminate such Eligible Employee's employment
or other relationship with the Company or any Subsidiary, as the case may be, at
any time.

6. PURCHASE PRICE

The purchase price for shares of Common Stock purchased pursuant to the Plan
(except as otherwise provided herein) will be 85 percent of the lesser of (1)
the Average Market Price of the Company's common stock on the first day of the
Purchase Period or (2) the Average Market Price of the Company's common stock on
the last day of the Purchase Period. If no Average Market Price is available on
either or both of these days, the purchase price shall be established based upon
85% of the Average Market Price on the last day prior thereto on which an
Average Market Price was available.

7. METHOD OF PAYMENT

Payment for shares purchased pursuant to the Plan shall be made in installments
through payroll deductions, with no right of prepayment. Each Eligible
Employee electing to purchase shares will authorize the Company to withhold a
designated amount from his regular weekly, biweekly, semi-monthly, or monthly
pay for each payroll period during the Purchase Period. All such payroll
deductions made for an Eligible Employee shall be credited to his/her account

<PAGE>

under the Plan. At the end of the Purchase Period, each Eligible Employee shall
receive in cash, without interest, the balance remaining in his/her account, if
any, after the amount in his/her account has been applied to the purchase of
whole shares at the applicable purchase price. Only whole shares of Common Stock
may be purchased under the Plan.

8. EMPLOYEE'S ELECTION TO PURCHASE--GRANT OF OPTIONS

In order to participate in the Plan, an Eligible Employee must sign an election
to purchase shares on a form provided by the Company stating that the Eligible
Employee desires to purchase shares under the Plan and showing the aggregate
amount which the Eligible Employee elects to have withheld from his pay for such
Purchase Period and applied to the purchase of shares. The election to purchase
shares must be delivered on or before the last day of the Subscription Period to
the person or office designated to receive and accept such elections.

In the event the total maximum number of shares resulting from all elections to
purchase under any offering of shares under the Plan exceeds the maximum number
of shares offered under Section 3 of the Plan, the Company reserves the right to
reduce the maximum number of shares which Eligible Employees may purchase
pursuant to their elections to purchase, to allot the shares available in such
manner as it shall determine, but generally pro rata to subscriptions received
and to grant Options to purchase only for such reduced number of shares.

All shares included in any offering under the Plan in excess of the total number
of shares which all Eligible Employees elect to purchase and all shares with
respect to which elections to purchase are cancelled as provided in Paragraph 12
shall continue to be reserved for the Plan and shall be available for inclusion
in any subsequent offering under the Plan.

9. LIMITATIONS ON NUMBER OF SHARES WHICH MAY BE PURCHASED

The following limitations shall apply with respect to the number of shares which
may be purchased by each Eligible Employee who elects to participate in an
offering under the Plan:

a) No Eligible Employee shall be granted an Option to purchase shares under
the Plan if such Eligible Employee immediately after such Option is
granted, owns stock or holds Options to purchase stock possessing 5% or
more of the total combined voting power or value of the capital stock of
the Company or of any of its Subsidiaries; and

b) No Eligible Employee may be granted an Option to purchase shares which
permits his rights to purchase stock under the Plan and all other stock
option plans of the Company and of any of its Subsidiaries pursuant to
Section 423 of the Code to accrue at a rate which exceeds in any one
calendar year $25,000 of the fair market value of such stock (determined on
the date the option to purchase is granted).

10. RIGHTS AS STOCKHOLDER

An Eligible Employee will become a stockholder of the Company with respect to
shares for which payment has been completed at the close of business on the last
business day of the Purchase Period. An Eligible Employee will have no rights as
a stockholder with respect to shares under an election to purchase shares until
he/she has become a stockholder as provided above. At the end of the Purchase
Period, eligible employees will receive a form indicating the methods of
distribution of Centennial stock purchased under the Plan.

11. RIGHTS TO PURCHASE SHARES NOT TRANSFERABLE

An Eligible Employee's rights under his election to purchase shares may not be
sold, pledged, assigned or transferred in any manner otherwise than by will or
the laws of descent and distribution. If this provision is violated, the right
of the Eligible Employee to purchase shares shall terminate and the only right
remaining under such Eligible Employee's election to purchase will be to have
paid over to the person entitled thereto the amount then credited to the
Eligible Employee's account, without interest.

12. CANCELLATION OF ELECTION TO PURCHASE

<PAGE>

An Eligible Employee who has elected to purchase shares may elect on of the
three options to change or cancel his/her election one time during the Purchase
Period. Only one such election is permitted by any employee during any Purchase
Period. Any such cancellation shall be effective upon the delivery by the
Eligible Employee of written notice of cancellation to the office or person
designated to receive elections. Such notice of cancellation must be so
delivered before the close of business on the last business day of the Purchase
Period. If an Eligible Employee reduces the amount authorized to be withheld
from his/her pay, he/she shall continue to make installment payments at the
reduced rate for the remainder of the Purchase Period.

The three options are:

(a) He/She may terminate all future contributions and receive in cash,
without interest, as soon as administratively practicable after
delivery of the notice of cancellation, the amount then credited to his
account, or

(b) He/She may terminate all future contributions but keep his/her existing
contributions in his/her account and receive shares at the end of the
Purchase Period according to Plan procedures, or

(c) He/She may reduce the amount of contributions withheld from each
paycheck for the remainder of the Purchase Period after delivery of the
Cancellation/Change Authorization form.

13. LEAVE OF ABSENCE OR LAYOFF

An Eligible Employee purchasing stock under the Plan who is granted a leave of
absence (including a military leave) during the Purchase Period and such absence
is for a period of 90 days or less (or if for a period in excess of 90 days, the
Employee's right of reemployment with the Company is guaranteed either by
statute or by contract), may during such period of absence make payments in cash
to the Company in amounts equal to what such payments would have been pursuant
to corresponding payroll deductions.

14. EFFECT OF FAILURE TO MAKE PAYMENTS WHEN DUE

If in any payroll period, for any reason not set forth in Paragraph 13, an
Eligible Employee who has filed an election to purchase shares under the Plan
has no pay or his/her pay is insufficient (after other authorized deductions) to
permit deduction of his/her installment payment, such payment may be made in
cash at the time. If not so made, the Eligible Employee, when his/her pay is
again sufficient to permit the resumption of installment payments, must pay in
cash the amount of the deficiency in his/her account or arrange for uniformly
increased installment payments so that, assuming the maximum purchase price per
share, payment for the maximum number of shares covered by his/her Option will
be completed in the last month of the Purchase Period. If the eligible employee
elects to make increased installment payments, he/she may, nevertheless, at any
time, make up the remaining deficiency by a lump sum payment.

Subject to the above and other provisions of the plan permitting postponement,
the Company may, in its sole discretion, treat the failure by an Eligible
Employee to make any payment as a cancellation of his/her election to purchase
shares. Such cancellation will be effected by mailing notice to him/her at
his/her last known business or home address. Upon such mailing, his/her only
right will be to receive in cash, without interest, the amount credited to
his/her account.

15. DEATH

If an Eligible Employee dies and has an election to purchase shares in effect at
the time of his/her death, the legal representative of the deceased Eligible
Employee may, within three months from the date of death (but in no event later
than the end of the Purchase Period), by delivering written notice to the office
or person designated to receive elections, elect to:

(a) Complete the remaining installment payments in cash,

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(b) Make a lump sum payment in the amount of any deficiency for the
remaining portion of the Purchase Period, or

If no such notice is given within such period, the election will be deemed
cancelled as of the date of death, and the only right of such legal
representative will be to receive in cash, without interest, the amount credited
to the deceased Eligible Employee's account.

16. TERMINATION OF EMPLOYMENT OTHER THAN FOR DEATH

If an Eligible Employee's employment is terminated for any reason other than
death prior to the end of the Purchase Period, his/her election to purchase
shall thereupon be deemed cancelled as of the date on which his employment
ended. In such an event, no further payments under such election will be
permitted, and the Eligible Employee's only right will be to receive in cash,
without interest, the amount credited to his account.

17. APPLICATION OF FUNDS, INTEREST

All funds received by the Company in payment for shares purchased under the Plan
and held by the Company at any time may be used for any valid corporate purpose.

All cash payments to be made to Eligible Employees hereunder shall be made
exclusive of interest.

18. GOVERNMENTAL APPROVALS OR CONSENTS

The Plan shall not be effective unless it is approved by the stockholders of the
Company within 12 months after the Plan is adopted by the Board of Directors of
the Company. The Plan and any offerings and sales to Eligible Employees under it
are subject to any governmental approvals or consents that may be or become
applicable in connection therewith. The Board of Directors of the Company may
make such changes in the Plan and include such terms in any offering under the
Plan as may be necessary or desirable, in the opinion of counsel, so that the
Plan will comply with the rules and regulations of any governmental authority
and so that Eligible Employees participating in the Plan will be eligible for
tax benefits under the Code or the laws of any state.