Conestoga Enterprises, Inc. Announces Adoption of Shareholder Rights Plan.

Business Editors

BIRDSBORO, Pa.--(BUSINESS WIRE)--Feb. 29, 2000

Conestoga Enterprises, Inc. (CEI) (NASDAQ: CENI) announced today that on February 29, 2000, its Board of Directors adopted a Shareholders Rights Plan.

The Plan is designed to preserve the long-term value of stockholders' investment in Conestoga Enterprises, Inc., and to deter coercive or unfair takeover tactics. The Plan's adoption is not in response to any specific effort to acquire control of the Company, nor is the Board aware of any accumulation of the Company's stock by any potential acquiror.

Legg Mason Wood Walker, Incorporated served as financial advisor in connection with the adoption of the Plan.

The Plan, which is similar to plans adopted by more than 2,000 public companies, will assist the Board of Directors in dealing with any future actions which attempt to deprive the Company and its stockholders of the opportunity to obtain the most attractive price for their shares.

Initially the Rights are represented by the Company's common stock certificates and are neither exercisable nor traded separately from the Company's common stock. The Rights would only become exercisable if a person or group in the future becomes the beneficial owner of 15% or more of the Company's common stock, or announces a tender or exchange offer which would result in its ownership of 15% or more.

Under certain circumstances involving a buyer's acquisition of 15% or more of the Company's common stock, each holder of a Right, except the buyer, will be entitled to purchase the Company's common stock at one-half of the then current market price. If the Company is acquired in a merger, or more than 50% of the Company's assets are sold in one or more related transactions, each Right would enable the holder to purchase common stock of the acquiring company at half of the then current market price of such common stock.

At any time after a buyer becomes the beneficial owner of 15% or more of the Company's common stock, the Board of Directors may exchange one share of common stock for each Right, other than the Rights held by the buyer. The Board of Directors generally may redeem the Rights at any time until ten days following the public announcement that a person or group of persons has acquired beneficial ownership of 15% or more of the Company's outstanding common stock. The redemption price is $.01 per Right.

The Rights will be distributed to stockholders of record as of March 1, 2000, and will expire in the tenth year thereafter. The Rights distribution is not taxable to stockholders. Details of the Shareholders Rights Plan will be mailed to all stockholders of the Company.

Conestoga Enterprises, Inc. is a Birdsboro, Pennsylvania based diversified telecommunications company with subsidiaries providing local telephone service (ILEC and CLEC), long distance service, wireless PCS service, cable television, paging, Internet access and telephone equipment sales and service.

The Company provides services in southeastern and central Pennsylvania, servicing in excess of 81,000 customers.

This news release may contain forward-looking statements. While the company believes they are expressed in good faith, there are no assurances that the actual outcome or results will not differ materially from any forward-looking statement contained within.