Edgar Filing: CROWN CASTLE INTERNATIONAL CORP

===============================================================================

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [_]

Check the appropriate box:

[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement

[_] Definitive Additional Materials

[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

Crown Castle International
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

[X] No fee required

[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

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

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

(2) Aggregate number of securities to which transaction applies:

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

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

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

(4) Proposed maximum aggregate value of transaction:

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

(5) Total fee paid:

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

[_] Fee paid previously with preliminary materials.

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

(1) Amount Previously Paid:

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

(2) Form, Schedule or Registration Statement No.:

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

(3) Filing Party:

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

(4) Date Filed:

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

Notes:

[CROWN CASTLE LOGO]

May 9, 2001

Dear Stockholder:

It is my pleasure to invite you to attend Crown Castle International Corp.'s
2001 Annual Meeting of Stockholders. The meeting will be held on Tuesday, June
5, 2001 at 9:00 AM local time in the Forest III Ballroom of The Houstonian
Hotel, 111 North Post Oak Lane, Houston, Texas. The Notice of Annual Meeting
and Proxy Statement accompanying this letter describe the business to be
conducted at the meeting.

During the meeting, I will report to you on the Company's continued earnings
growth and other achievements during 2000 and our goals for 2001. We welcome
this opportunity to have a dialogue with our stockholders and look forward to
your comments and questions.

If you are a stockholder of record who plans to attend the meeting, please mark
the appropriate box on your proxy card. If your shares are held by a bank,
broker or other intermediary and you plan to attend, please send written
notification to the Company's Corporate Secretary, 510 Bering Drive, Suite 500,
Houston, Texas 77057, and enclose evidence of your ownership (such as a letter
from the bank, broker or intermediary confirming your ownership or a bank or
brokerage firm account statement). The names of all those indicating they plan
to attend will be placed on an admission list held at the registration desk at
the entrance to the meeting.

It is important that your shares be represented at the meeting, regardless of
the number you may hold. Whether or not you plan to attend, please sign, date
and return your proxy card as soon as possible. This will not prevent you from
voting your shares in person if you are present.

I look forward to seeing you on June 5, 2001.

Kind Regards,

/s/ Ted B. Miller
Ted B. Miller, Jr.
Chairman and
Chief Executive Officer

[CROWN CASTLE LOGO]

NOTICE OF ANNUAL MEETING of STOCKHOLDERS
Tuesday, June 5, 2001
9:00 a.m.

The Houstonian Hotel
111 North Post Oak Lane
Forest III Ballroom
Houston, Texas 77024

May 9, 2001

Dear Stockholder:

You are invited to the Annual Meeting of Stockholders of Crown Castle
International Corp. We will hold the meeting at the time and place noted above.
At the meeting, we will ask you to:

. elect our four class III directors: Randall A. Hack, Edward C.
Hutcheson, J. Landis Martin and Ted B. Miller, Jr., each for a term of
three years

. approve an amendment to the Company's Restated Certificate of
Incorporation to increase the authorized number of shares of Preferred
Stock, par value $.01 per share, of the Company from 10,000,000 to
20,000,000 shares

. approve the Company's 2001 Stock Incentive Plan

. ratify the appointment of KPMG LLP as our independent public
accountants for 2001

. vote on any other business properly before the meeting

Stockholders of record at the close of business on May 2, 2001, will be
entitled to vote at the meeting or any adjournment of the meeting. A complete
list of these stockholders will be open for the examination of any stockholder
of record at the Company's principal executive offices at 510 Bering Drive,
Suite 500, Houston, TX 77057 for a period of ten days prior to the Annual
Meeting. The list will also be available for the examination of any stockholder
of record present at the Annual Meeting.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL PROPOSALS.

Your vote is important. To be sure your vote counts and to assure a quorum,
please vote, sign, date and return the proxy card whether or not you plan to
attend the meeting.

By Order of the Board of Directors,

/s/ Donald J. Reid, Jr.
Donald J. Reid, Jr.
Corporate Secretary

Table of Contents

Page
----

I. Information About Voting.......................................... 3

II. Proposals......................................................... 6
The Election of Directors......................................... 6
Amendment to Increase Authorized Shares of Preferred Stock........ 7
Approve the Company's 2001 Stock Incentive Plan................... 9
Ratification of Appointment of Independent Public Accountants..... 21

III. Board of Directors................................................ 22
Nominees for Director............................................. 22
Directors Continuing in Office.................................... 24

IV. Information About the Board of Directors.......................... 27
Meetings.......................................................... 27
Committees........................................................ 27
Board Compensation and Relationships.............................. 28

V. Executive Officers of the Company................................. 30

VI. Security Ownership of CCIC........................................ 32
Management Ownership.............................................. 32
Other Security Ownership.......................................... 35

VII. Executive Compensation............................................ 39
Summary Compensation Table........................................ 39
Option Grants in 2000............................................. 40
Aggregated Option Exercises in 2000 and Year-End Option Values.... 41
Termination and Change of Control Arrangements.................... 42
Compensation Committee Report on Executive Compensation........... 43
Stockholder Return Performance Presentation....................... 47

VIII. Audit Committee Matters........................................... 48
Audit Committee Report for the Year Ended December 31, 2000....... 48

IX. Other Matters..................................................... 50
Section 16(a) Beneficial Ownership Reporting Compliance........... 50
Stockholders Proposals for 2002 Annual Meeting.................... 50
Expenses Relating to this Proxy Solicitation...................... 51

I. INFORMATION ABOUT VOTING

Solicitation of Proxies. The Board of Directors ("Board") of Crown Castle
International Corp. ("CCIC" or the "Company") is soliciting proxies for use at
the 2001 Annual Meeting of CCIC and any adjournments of that meeting. CCIC
first sent this proxy statement, the accompanying form of proxy and the CCIC
Annual Report for 2000 to its stockholders on May 9, 2001.

Agenda Items. The agenda for the Annual Meeting is to:

1. Elect four (4) class III directors for a term of three years;

2. Approve an amendment to the Company's Restated Certificate of
Incorporation ("Certificate of Incorporation") to increase the
authorized number of shares of preferred stock, par value $.01 per
share, of the Company ("Preferred Stock") from 10,000,000 shares to
20,000,000 shares;

3. Approve the Company's 2001 Stock Incentive Plan;

4. Ratify the appointment of KPMG LLP as our independent public
accountants for 2001; and

5. Conduct other business properly before the meeting.

Who can Vote. If you are a holder on the record date of CCIC's common stock,
par value of $0.01 per share ("Common Stock"), or CCIC's 8 1/4% Series A
Cumulative Convertible Redeemable Preferred Stock ("8 1/4% Convertible
Preferred Stock"), you can vote at the Annual Meeting on the election of
directors and on all three of the other proposals contained in this Proxy
Statement. The record date is the close of business on May 2, 2001. Holders of
Common Stock will have one (1) vote for each share of Common Stock, and holders
of 8 1/4% Convertible Preferred Stock, which vote on an as converted basis,
will have an aggregate of 7,441,860 votes. As of the close of business on May
2, 2001, there were 213,771,621 shares of Common Stock and 200,000 shares of 8
1/4% Convertible Preferred Stock outstanding. As of the record date, the
outstanding shares of 8 1/4% Convertible Preferred Stock were convertible into
an aggregate of 7,441,860 shares of Common Stock. All outstanding shares of
Common Stock are entitled to vote, other than the 15,597,783 shares of Common
Stock held by Crown Atlantic Holding Company LLC and the 5,063,731 shares of
Common Stock held by Crown Castle GT Holding Company LLC (the limited liability
companies for our joint ventures with certain indirect subsidiaries of Verizon
Communications Inc.), which shares are not entitled to vote or be counted for
quorum purposes while held by such ventures.

If you are a holder on the record date of CCIC's 6.25% Convertible Preferred
Stock ("6.25% Convertible Preferred Stock") or 12 3/4% Series B Senior
Exchangeable Preferred Stock ("12 3/4% Exchangeable Preferred Stock"), you can
vote at the Annual Meeting on Proposal 2, our proposal to amend our Certificate
of Incorporation to increase the authorized number of shares of Preferred
Stock. The record date is the close of business

on May 2, 2001. Holders of the 6.25% Convertible Preferred Stock, 12 3/4%
Exchangeable Preferred Stock and 8 1/4% Convertible Preferred Stock will vote
together as a single class ("Preferred Stock Class") concerning Proposal 2.
Holders of 6.25% Convertible Preferred Stock and holders of 12 3/4%
Exchangeable Preferred Stock will each have one (1) vote for each share of
6.25% Convertible Preferred Stock or 12 3/4% Exchangeable Preferred Stock held
by such holder. Holders of 8 1/4% Convertible Preferred Stock, whose vote is
determined on an as converted basis, will have an aggregate of 7,441,860 votes.
As of the close of business on May 2, 2001, there were 8,050,000 shares of
6.25% Convertible Preferred Stock, 265,261 shares of 12 3/4% Exchangeable
Preferred Stock and 200,000 shares of 8 1/4% Convertible Preferred Stock
outstanding. As of the record date, the outstanding shares of 8 1/4%
Convertible Preferred Stock were convertible into an aggregate of 7,441,860
shares of Common Stock. Please note that holders of the 8 1/4% Convertible
Preferred Stock will be entitled to vote their shares with respect to Proposal
2 both as part of the Preferred Stock Class voting as a single class, and with
the Common Stock voting as a single class.

How to Vote. You may vote in two (2) ways:

. You can come to the Annual Meeting and cast your vote there.

. You can vote by signing and returning the enclosed proxy card. If you
do, the individuals named on the card will vote your shares in the
manner you indicate.

Use of Proxies. Unless you tell us on the proxy card to vote differently, we
plan to vote all shares represented by the signed and returned proxies FOR the
Board nominees named herein and FOR Proposals 2 through 4. We do not now know
of any other matters to come before the Annual Meeting. If they do, proxy
holders will vote the shares represented by the proxies in their best judgment.

Revoking a Proxy. You may revoke your proxy at any time before it is exercised.
You can revoke a proxy by:

. Sending a written notice of revocation to the Corporate Secretary of
CCIC;

. Delivering a properly executed, later-dated proxy; or

. Attending the Annual Meeting and voting in person.

The Quorum Requirement. We need a quorum of stockholders to hold a valid Annual
Meeting. A quorum will exist to hold a valid Annual Meeting if the holders of
at least a majority in voting power of the outstanding shares of Common Stock
and 8 1/4% Convertible Preferred Stock entitled to vote at the Annual Meeting
either attend the Annual Meeting in person or are represented by proxy.
Abstentions and broker non-votes are counted as present for the purpose of
establishing a quorum. A broker non-vote occurs when a broker votes on some
matters on the proxy card but not on others because the broker has not received
voting instructions from its customer or does not have the authority to do so.

Vote Required for Action. Directors are elected (Proposal 1) by a plurality
vote of the holders of shares of Common Stock and the holders of 8 1/4%
Convertible Preferred Stock present in person or represented by proxy at the
meeting, voting together as a single class. The ratification of KPMG LLP as
CCIC's independent public accountants for 2001 (Proposal 4) and the approval of
the Company's 2001 Stock Incentive Plan (Proposal 3) each require the
affirmative vote of a majority of the voting power represented by the shares of
Common Stock and 8 1/4% Convertible Preferred Stock present in person or
represented by proxy at the meeting and entitled to vote on such matters,
voting together as a single class. Approval of the amendment of our Certificate
of Incorporation to increase the authorized number of Preferred Stock (Proposal
2) requires both (i) the affirmative vote of a majority of the voting power
represented by the outstanding shares of the Common Stock and 8 1/4%
Convertible Preferred Stock, voting together as a single class, and (ii) the
affirmative vote of a majority of the voting power represented by the
outstanding shares of 6.25% Convertible Preferred Stock, 12 3/4% Exchangeable
Preferred Stock and 8 1/4% Convertible Preferred Stock, voting together as a
single class.

Generally, all other actions require the affirmative vote of a majority of the
voting power represented by shares of Common Stock and 8 1/4% Convertible
Preferred Stock present in person or represented by proxy at the Annual
Meeting, voting together as a single class. Abstentions have the effect of a no
vote on all matters other than director elections, with respect to which
abstentions will have no effect. Broker non-votes have the effect of a no vote
with respect to Proposal 2, but will have no effect with respect to all other
proposals.

II. PROPOSALS

1. The Election of Directors

CCIC has three classes of directors of as nearly equal size as possible. The
term for each class is three years. Class terms expire on a rolling basis, so
that one class of directors is elected each year. The term for class III
directors expires at the 2001 Annual Meeting.

The nominees for class III directors this year are: Randall A. Hack, Edward C.
Hutcheson, Jr., J. Landis Martin and Ted B. Miller, Jr. The previous
Stockholders Agreement, dated August 21, 1998, relating to the Company, which
provided certain stockholders of the Company the right to designate nominees as
directors, was terminated as of October 18, 2000, except with respect to
certain rights of Robert A. Crown, Barbara Crown and certain entities
established by them and their permitted transferees, relating to the Company's
name and logo.

The Board expects that each of the nominees for class III directors will be
able and willing to serve as directors. If elected, the class III directors
will serve for a term ending at the 2004 Annual Meeting; however, Mr. Hack has
indicated that, if elected, he will not serve for the full term. If any nominee
is not available, the shares represented by the proxies may be voted for
another person nominated by the current Board to fill the vacancy, or the size
of the Board may be reduced. Information about the nominees, the continuing
directors and the Board is contained in the next section of this proxy
statement.

The Board of Directors recommends a vote FOR the election of Randall A. Hack,
Edward C. Hutcheson, Jr., J. Landis Martin and Ted B. Miller, Jr. as class III
directors.

2. Proposal to Amend the Company's Certificate of Incorporation to Increase
the Authorized Number of Shares of Preferred Stock

On February 22, 2001, the Board of Directors approved, subject to stockholder
approval, an amendment to the Certificate of Incorporation of the Company
which would increase the number of authorized shares of preferred stock that
may be issued by the Company from 10,000,000 shares to 20,000,000 shares.

Upon adoption of the amendment, the Board of Directors will, without further
action by the stockholders (unless otherwise required by law, the Certificate
of Incorporation of the Company or any applicable rules of any stock exchange
or the Nasdaq Stock Market, Inc. then pertaining to the Company) be authorized
to issue up to 20,000,000 shares of preferred stock, par value $0.01 per share
("Preferred Stock"), at such times, for such purposes and for such
consideration as it may determine. The adoption of the amendment will also
increase the total authorized capital stock issuable by the Company from
700,000,000 shares to 710,000,000 shares.

As of March 15, 2001, the Company had 9,950,000 shares of Preferred Stock
outstanding or otherwise reserved for issuance, including 8,515,261 shares of
Preferred Stock issued and outstanding and 109,342 shares of Preferred Stock
reserved for issuance as dividends in connection with our 12 3/4% Exchangeable
Preferred Stock. The Board of Directors believes that the availability of
additional shares of Preferred Stock may prove useful in connection with
financing the capital needs of the Company, possible future acquisitions and
mergers, employee incentive or compensation plans, or other purposes. The
authorization of additional shares of Preferred Stock will enable the Company
to act promptly if appropriate circumstances arise which require the issuance
of such shares. Although the Company has no present intention to issue any
additional shares of Preferred Stock, the Company historically has financed
its working capital requirements primarily through the issuance of debt and
equity securities.

In establishing the terms of a series of Preferred Stock, the Board of
Directors would be authorized to set, among other things, the number of
shares, the dividend rate and preferences, the cumulative or non-cumulative
nature of dividends, the redemption provisions, the sinking fund provisions,
the conversion rights, the amounts payable, and preferences, in the event of
the voluntary or involuntary liquidation of the Company, and the voting rights
in addition to those required by law. Such terms could include provisions
prohibiting the payment of dividends on shares of any class of the Company's
Common Stock or purchases by the Company of Common Stock in the event
dividends or sinking fund payments on the Preferred Stock are in arrears. In
the event of liquidation, the holders of Preferred Stock of each series may be
entitled to receive an amount specified for such series by the Board of
Directors before any payment could be made to the holders of Common Stock.

The authorization of new shares of Preferred Stock will not, by itself, have
any effect on the rights of the holders of shares of Common Stock.
Nonetheless, the issuance of one or more series of Preferred Stock could
affect the holders of shares of the Common Stock in a number of respects,
including the following: (a) if voting rights were granted to any newly issued
series of Preferred Stock, the voting power of the Common Stock would be
diluted, (b) the issuance of Preferred Stock could result in a dilution of
earnings per share of the Common Stock, (c) dividends payable on any newly
issued series of Preferred Stock would reduce the amount of funds available
for payment of dividends on the Common Stock, (d) future amendments to the
Company's Certificate of Incorporation affecting the Preferred Stock may
require approval by the separate vote of the holders of the Preferred Stock or
in some cases the holders of shares of one or more series of Preferred Stock
(in addition to the approval of the holders of shares of the Common Stock) and
(e) the issuance of Preferred Stock could make more difficult or discourage an
attempt to obtain control of the Company by means of a merger, tender offer,
proxy consent or otherwise.

If the proposed amendment is approved by the stockholders, the first paragraph
of Article IV of the Certificate of Incorporation of the Company will be
amended to read as follows:

"The total number of shares of stock which the Corporation shall have
authority to issue is seven hundred ten million (710,000,000), consisting
of twenty million (20,000,000) shares of Preferred Stock, par value $0.01
per share (hereinafter referred to as "Preferred Stock"), six hundred
million (600,000,000) shares of Common Stock, par value $0.01 per share
(hereinafter referred to as "Common Stock") and ninety million (90,000,000)
shares of Class A Common Stock, par value $0.01 per share (hereinafter
referred to as "Class A Common Stock")."

Approval of this amendment of our Certificate of Incorporation requires both
(i) the affirmative vote of a majority of the voting power represented by the
outstanding shares of the Common Stock and the 8 1/4% Convertible Preferred
Stock, voting together as a single class, and (ii) the affirmative vote of a
majority in voting power represented by the outstanding 6.25% Convertible
Preferred Stock, 12 3/4% Exchangeable Preferred Stock and 8 1/4% Convertible
Preferred Stock, voting together as a single class.

The Board of Directors recommends a vote FOR the proposal to approve an
amendment to the Company's Certificate of Incorporation to increase the
authorized number of shares of Preferred Stock from 10,000,000 to 20,000,000
shares.

3. Proposal to Approve the 2001 Stock Incentive Plan

At the Annual Meeting, the stockholders will be asked to approve the adoption
of the 2001 Stock Incentive Plan (the "2001 Plan"), a copy of which is attached
hereto as Appendix A. The 2001 Plan is a broad-based incentive plan that
provides for granting incentive stock options, stock options that do not
constitute incentive stock options, restricted stock awards, performance awards
and phantom stock awards to our employees, directors and consultants. In
contrast, our Amended and Restated 1995 Stock Option Plan (the "1995 Plan"),
provides for granting only incentive stock options and non-statutory stock
options to our employees, directors and consultants.

The Board of Directors adopted the 2001 Plan on May 2, 2001, subject to
stockholder approval at the Annual Meeting. If the 2001 Plan is not approved by
the stockholders of the Company at the Annual Meeting, then no awards will be
granted under the 2001 Plan. The 2001 Plan is designed to enable CCIC and its
affiliates to provide a means to attract able directors, employees, and
consultants and to provide a means whereby those individuals upon whom the
responsibilities of the successful administration and management of CCIC and
its affiliates rest, and whose present and potential contributions to CCIC and
its affiliates are of importance, can acquire and maintain stock ownership,
thereby strengthening their concern for the welfare of CCIC and its affiliates.
A further purpose of the 2001 Plan is to provide such individuals with
additional incentive and reward opportunities designed to enhance the
profitable growth of CCIC and its affiliates. Accordingly, the 2001 Plan
provides for the following:

. discretionary grants to employees of CCIC or its subsidiary
corporations of stock options that constitute incentive stock options
as defined in Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code") ("Incentive Stock Options"); and

. discretionary grants to employees, consultants, and directors of CCIC
and its affiliates of (a) stock options that do not constitute
Incentive Stock Options ("Non-statutory Stock Options"), (b) shares of
Common Stock that are subject to restrictions on disposition and
forfeiture to CCIC under certain circumstances ("Restricted Stock"),
(c) shares of Common Stock, cash payments, or a combination thereof
that may be earned based on the satisfaction of various performance
measures ("Performance Awards"), and (d) shares of Common Stock, cash
payments or a combination thereof which vest over a period of time
("Phantom Stock Awards").

No awards have been made under the 2001 Plan, and the amount of any benefits
cannot be determined at this time. As of March 31, 2001, options for 5,526,269
shares of Common Stock remain available for future grants under the 1995 Plan,
and options for 21,394,339 shares of Common Stock are currently outstanding and
unexercised under the 1995 Plan, 8,541,141 of which shares are unvested. The
weighted average exercise

price for the outstanding options is $15.27 per share and the weighted average
term until expiration is approximately 7.4 years. The 1995 Plan is our only
other existing compensatory plan under which options or other awards relating
to shares of Common Stock can currently be granted.

Below is a summary of the terms of the 2001 Plan that is qualified in its
entirety by reference to the full text of the 2001 Plan which is attached to
this Proxy Statement as Appendix A.

Number of Shares Subject to the 2001 Plan and Award Limits

The aggregate maximum number of shares of Common Stock that may be issued under
the 2001 Plan will be 8,000,000 shares. The maximum number of shares of Common
Stock that may be subject to options, Restricted Stock awards and Performance
Awards denominated in shares of Common Stock granted to any one individual
during the term of the Plan may not exceed the maximum number of shares of
Common Stock issuable under the 2001 Plan. The limitations described in the
preceding sentence may be adjusted upon a reorganization, stock split,
recapitalization, or other change in CCIC's capital structure. The maximum
amount of compensation that may be paid under all Performance Awards under the
2001 Plan denominated in cash (including the fair market value of any shares of
Common Stock paid in satisfaction of such Performance Awards) granted to any
one individual during any calendar year may not exceed $1,000,000, and any
payment due with respect to a Performance Award shall be paid no later than 10
years after the date of grant of such Performance Award.

Administration

The 2001 Plan will be administered by a committee (the "Committee") appointed
by the Board that will be comprised solely of two or more non-employee
directors who also qualify as "outside directors" (within the meaning assigned
to such term under Section 162(m) of the Code). The Board has appointed the
Compensation Committee to initially administer the 2001 Plan.

The Committee will have full authority, subject to the terms of the 2001 Plan,
to establish rules and regulations for the proper administration of the 2001
Plan, to select the employees, directors and consultants to whom awards are
granted, and to set the date of grant, the type of award that shall be made and
the other terms of the awards. When granting awards, the Committee will
consider such factors as an individual's duties and present and potential
contributions to CCIC's success and such other factors as the Committee in its
sole discretion shall deem relevant. The Committee may also correct any defect
or supply any omission or reconcile any inconsistency in the 2001 Plan or in
any agreement relating to an award in the manner and to the extent it shall
deem expedient to carry it into effect.

Eligibility

All employees, directors and consultants of CCIC and its affiliates are
eligible to participate in the 2001 Plan. The selection of those employees,
directors and consultants, from among those eligible, who will receive
Incentive Stock Options, Non-statutory Stock Options, Restricted Stock awards,
Performance Awards, Phantom Awards, or any combination thereof is within the
discretion of the Committee. However, Incentive Stock Options may be granted
only to employees of CCIC and its subsidiary corporations.

Term of 2001 Plan

The 2001 Plan will be effective as of June 5, 2001, the date of the CCIC 2001
annual stockholders' meeting, provided the 2001 Plan is approved by the
stockholders of CCIC at such meeting. No further awards may be granted under
the 2001 Plan after June 5, 2011, and the 2001 Plan will terminate thereafter
once all awards have been satisfied, exercised or expire. The Board in its
discretion may terminate the 2001 Plan at any time with respect to any shares
of Common Stock for which awards have not theretofore been granted.

Stock Options

a. Term of Option. The term of each option will be as specified by the
Committee at the date of grant but shall not be exercisable more than ten years
after the date of grant. The effect of the termination of an optionee's
employment, consulting relationship, or membership on the Board will be
specified in the option contract that evidences each option grant.

b. Option Price. The option price will be determined by the Committee and, in
the case of an Incentive Stock Option, will be no less than the fair market
value of the shares on the date that the option is granted. The option price
for Non-statutory Stock Options may be less than the fair market value of the
shares on the date the option is granted.

c. Repricing Restrictions. Except for adjustments for certain changes in the
Common Stock, the Committee may not, without the approval of the stockholders
of CCIC, amend any outstanding option agreement that evidences an option grant
to lower the option price (or cancel and replace any outstanding option
agreement with an option agreement having a lower option price).

d. Special Rules for Certain Stockholders. If an Incentive Stock Option is
granted to an employee who then owns, directly or by attribution under the
Code, stock possessing more than 10% of the total combined voting power of all
classes of stock of CCIC or a subsidiary, then the term of the option will not
exceed five years, and the option price will be at least 110% of the fair
market value of the shares on the date that the option is granted.

e. Size Of Grant. Subject to the limitations described above under the section
"Number of Shares Subject to the 2001 Plan and Award Limits," the number of
shares for which an option is granted to an employee, director or consultant
will be determined by the Committee.

f. Status of Options. The status of each option granted to an employee as
either an Incentive Stock Option or a Non-statutory Stock Option will be
designated by the Committee at the time of grant. If, however, the aggregate
fair market value (determined as of the date of grant) of shares with respect
to which Incentive Stock Options become exercisable for the first time by an
employee exceeds $100,000 in any calendar year, the options with respect to the
excess shares will be Non-statutory Stock Options. All options granted to any
non-employee directors and consultants will be Non-statutory Stock Options.

g. Payment. The option price upon exercise may, at the discretion of the
Committee, be paid by an optionee in cash, other shares of Common Stock owned
by the optionee, or by a combination of cash and Common Stock. Additionally,
stock appreciation rights may be granted to optionees in conjunction with stock
options granted under the 2001 Plan. Stock appreciation rights give the holder,
among other things, the right to a payment in cash, Common Stock, or a
combination thereof, in an amount equal to the number of stock appreciation
rights exercised by the holder multiplied by the excess of the fair market
value of the Common Stock on the exercise date over the option exercise price.
The 2001 Plan also allows the Committee, in its discretion, to establish
procedures pursuant to which an optionee may affect a cashless exercise of an
option.

h. Option Agreement. All options will be evidenced by a written agreement
containing provisions consistent with the 2001 Plan and such other provisions
as the Committee deems appropriate. The terms and conditions of the respective
option agreements need not be identical. The Committee may, with the consent of
the participant, amend any outstanding option agreement in any manner not
inconsistent with the provisions of the 2001 Plan, including amendments that
accelerate the exercisability of the option.

i. Transferability. An Incentive Stock Option is not transferable other than by
will or the laws of descent and distribution, and may be exercised during the
employee's lifetime only by the employee or his or her guardian or legal
representative. A Non-statutory Stock Option is not transferable other than by
will or the laws of descent and distribution, pursuant to a qualified domestic
relations order, or with the consent of the Committee (as to certain family
transfers, or otherwise).

Restricted Stock

a. Transfer Restrictions and Forfeiture Obligations. Pursuant to a Restricted
Stock award, shares of Common Stock will be issued or delivered to the
employee, director or consultant at the time the award is made without any
payment to CCIC (other than for

any payment amount determined by the Committee in its discretion), but such
shares will be subject to certain restrictions on the disposition thereof and
certain obligations to forfeit and surrender such shares to CCIC as may be
determined in the discretion of the Committee. The Committee may provide that
the restrictions on disposition and the obligations to forfeit the shares will
lapse based on (i) the attainment of one or more performance measures
established by the Committee that are based on (1) the price of a share of
Common Stock, (2) CCIC's earnings per share, (3) CCIC's market share, (4) the
market share of a business unit of CCIC designated by the Committee, (5) CCIC's
sales, (6) the sales of a business unit of CCIC designated by the Committee,
(7) the net income (before or after taxes) of CCIC or any business unit of CCIC
designated by the Committee, (8) the cash flow return on investment of CCIC or
any of its business units designated by the Committee, (9) the earnings before
or after interest, taxes, depreciation, and/or amortization of CCIC or any of
its business units designated by the Committee, (10) the economic value added,
(11) the return on stockholders' equity achieved by CCIC, or (12) the total
stockholders' return achieved by CCIC, (ii) the participant's continued
employment or continued service as a director or consultant with CCIC and its
affiliates for a specified period, (iii) the occurrence of any event or the
satisfaction of any other condition specified by the Committee in its sole
discretion or (iv) a combination of any of these factors. The performance
measures may be made subject to adjustment for specified significant
extraordinary items or events, and may be absolute, relative to one or more
other companies, or relative to one or more indices, and may be contingent upon
future performance of CCIC or any affiliate, division or department thereof.
Upon the issuance of shares of Common Stock pursuant to a Restricted Stock
award, except for the foregoing restrictions and unless otherwise provided, the
recipient of the award will have all the rights of a stockholder of CCIC with
respect to such shares, including the right to vote such shares and to receive
all dividends and other distributions paid with respect to such shares. At the
time of such award, the Committee may, in its sole discretion, prescribe
additional terms, conditions, or restrictions relating to Restricted Stock
awards, including but not limited to rules pertaining to the effect of the
termination of employment or service as a director or consultant of a recipient
of Restricted Stock (by reason of retirement, disability, death or otherwise)
prior to the lapse of any applicable restrictions.

b. Accelerated Vesting. The Committee may, in its discretion, fully vest any
outstanding Restricted Stock award as of a date determined by the Committee,
but the Committee may not take any action to vest a Restricted Stock award that
has been granted to a covered employee (within the meaning of Treasury
Regulation section 1.162-27(c)(2)) if such award has been designed to meet the
exception for performance-based compensation under Section 162(m) of the Code.

c. Other Terms and Conditions. The Committee may establish other terms and
conditions for the issuance of Restricted Stock under the 2001 Plan.

Performance Awards

a. Performance Period. The Committee may, in its sole discretion, grant
Performance Awards under the 2001 Plan that may be paid in cash, Common Stock,
or a combination thereof as determined by the Committee. At the time of the
grant, the Committee will establish the maximum number of shares of Common
Stock subject to, or the maximum value of, each Performance Award and the
performance period over which the performance applicable to the award will be
measured. A Performance Award will terminate if the recipient's employment or
service as a director or consultant of CCIC and its affiliates terminates
during the applicable performance period, except as otherwise determined by the
Committee.

b. Performance Measures. The receipt of cash or Common Stock pursuant to a
Performance Award will be contingent upon satisfaction by CCIC, or any
affiliate, division or department thereof, of performance targets established
by the Committee either (i) prior to the beginning of the performance period,
or (ii) within 90 days after the beginning of the performance period if the
outcome of the performance targets is substantially uncertain at the time the
targets are established, but not later than the date that 25% of the
performance period has elapsed. The performance targets may be made subject to
adjustment for specified significant extraordinary items or events and may be
absolute, relative to one or more other companies, or relative to one or more
indices. The performance targets may be based upon (1) the price of a share of
Common Stock, (2) CCIC's earnings per share, (3) CCIC's market share, (4) the
market share of a business unit of CCIC designated by the Committee, (5) CCIC's
sales, (6) the sales of a business unit of CCIC designated by the Committee,
(7) the net income (before or after taxes) of CCIC or any of its business units
designated by the Committee, (8) the cash flow return on investment of CCIC or
any business unit of CCIC designated by the Committee, (9) the earnings before
or after interest, taxes, depreciation, and/or amortization of CCIC or any
business unit of CCIC designated by the Committee, (10) the economic value
added, (11) the return on stockholders' equity achieved by CCIC, (12) the total
stockholders' return achieved by CCIC, or (13) a combination of any of the
foregoing. The Committee may, in its sole discretion, provide for an adjustable
Performance Award value based upon the level of achievement of performance
measures and/or provide for a reduction in the value of a Performance Award
during the performance period.

c. Payment. Following the end of the performance period, the Committee will
determine and certify in writing the amount payable to the holder of the
Performance Award, not to exceed the maximum number of shares of Common Stock
subject to, or the maximum value of, the Performance Award, based on the
achievement of the performance measures for such performance period. Payment
may be made in cash, Common Stock or a combination thereof, as determined by
the Committee. Such payment may be made in a lump sum or in installments as
prescribed by the Committee. If a Performance Award covering shares of Common
Stock is to be paid in cash, then such payment will be based on the fair market
value of the Common Stock on the payment date.

d. Other Terms and Conditions. The Committee may establish other terms and
conditions for Performance Awards under the 2001 Plan.

Phantom Stock Awards

a. Forfeiture. Phantom Stock Awards under the 2001 Plan are awards of Common
Stock (or the fair market value thereof), or rights to receive amounts equal to
share appreciation over a specific period of time. Such awards vest over a
period of time established by the Committee, without satisfaction of any
performance criteria or objectives. The Committee may, in its discretion,
require payment or other conditions of the recipient of a Phantom Stock Award.
A Phantom Stock Award will terminate if the recipient's employment or service
as a director or consultant of CCIC and its affiliates terminates during the
applicable vesting period, except as otherwise determined by the Committee.

b. Payment. Payment of a Phantom Stock Award may be made in cash, Common Stock,
or a combination thereof. Payment may be made in a lump sum or in installments
as prescribed by the Committee. Any payment to be made in cash will be based on
the fair market value of the Common Stock on the payment date. Cash dividend
equivalents may be paid during or after the vesting period with respect to a
Phantom Stock Award, except as otherwise determined by the Committee.

c. Other Terms and Conditions. The Committee may establish other terms and
conditions for Phantom Stock Awards under the 2001 Plan.

Corporate Change and Other Adjustments

The 2001 Plan provides that, upon a Corporate Change (as hereinafter defined),
the Committee may accelerate the vesting of options, cancel options and cause
CCIC to make payments in respect thereof in cash, or adjust the outstanding
options as appropriate to reflect such Corporate Change (including, without
limitation, adjusting an option to provide that the number and class of shares
of Common Stock covered by such option will be adjusted so that the option will
thereafter cover securities of the surviving or acquiring corporation or other
property (including cash) as determined by the Committee). Upon the occurrence
of a Corporate Change, the Committee may adjust the outstanding Restricted
Stock awards as appropriate to reflect such Corporate Change or fully vest such
outstanding Restricted Stock awards and, upon such vesting, all restrictions
applicable to such Restricted Stock will terminate. Further, upon the
occurrence of a Corporate Change, the Committee may adjust the outstanding
Performance Awards or Phantom Stock Awards as appropriate to reflect such
Corporate Change, or cancel any of such outstanding awards and cause CCIC to
make payments in respect thereof in cash, which payments shall be prorated in
the event that the applicable performance or vesting period with respect to
such awards has not been completed. The 2001 Plan provides that a Corporate
Change occurs (i) if CCIC is dissolved and liquidated, (ii) if CCIC is not the
surviving entity in any merger or consolidation (or survives

only as a subsidiary of an entity), (iii) if CCIC sells, leases or exchanges
all or substantially all of its assets, (iv) if any person, entity or group
acquires or gains ownership or control of more than 50% of the outstanding
shares of CCIC's voting stock, or (v) if after one or more contested elections
of directors which may take place over any thirty-month period, the persons who
were directors before any of such elections cease to constitute a majority of
the Board.

The maximum number of shares that may be issued under the 2001 Plan and the
maximum number of shares that may be issued to any one individual and the other
individual award limitations, as well as the number and price of shares of
Common Stock or other consideration subject to an award under the 2001 Plan,
will be appropriately adjusted by the Committee in the event of changes in the
outstanding Common Stock by reason of recapitalizations, reorganizations,
mergers, consolidations, combinations, split-ups, split-offs, spin-offs,
exchanges or other relevant changes in capitalization or distributions to the
holders of Common Stock occurring after an award is granted.

Amendments

The Board may from time to time amend the 2001 Plan; however, any change that
would impair the rights of a participant with respect to an award theretofore
granted will require the participant's consent. Further, without the prior
approval of the stockholders of CCIC, the Board may not amend the 2001 Plan to
change the class of eligible individuals, increase the number of shares of
Common Stock that may be issued under the 2001 Plan, or amend or delete the
provisions of the 2001 Plan that prevent the Committee from amending any
outstanding option agreement to lower the option price (or cancel and replace
any outstanding option agreement with an option agreement having a lower option
price).

Federal Income Tax Aspects of the 2001 Plan

The following discussion summarizes certain material U.S. Federal income tax
consequences to CCIC and U.S. holders with respect to the acquisition,
ownership, exercise or disposition of awards which may be granted under the
2001 Plan. The discussion is based upon the provisions of the Code and the
regulations and rulings promulgated thereunder, all of which are subject to
change (possibly with retroactive effect) or different interpretations. This
summary reflects generally contemplated consequences and does not purport to
deal with all aspect of U.S. Federal income taxation that may be relevant to an
individual award holder's situation, nor any tax consequences arising under the
laws of any state, local or foreign jurisdiction.

Incentive Stock Options. Incentive Stock Options are subject to special federal
income tax treatment. No federal income tax is imposed on the optionee upon the
grant or the exercise of an Incentive Stock Option if the optionee does not
dispose of the shares acquired pursuant to the exercise within the two-year
period beginning on the date the

option was granted or within the one-year period beginning on the date the
option was exercised (collectively, the "holding period"). In such event, CCIC
would not be entitled to any deduction for federal income tax purposes in
connection with the grant or exercise of the option or the disposition of the
shares so acquired. With respect to an Incentive Stock Option, the difference
between the fair market value of the stock on the date of exercise and the
exercise price must generally be included in the optionee's alternative minimum
taxable income for the year in which such exercise occurs. However, if the
optionee exercises an Incentive Stock Option and disposes of the shares
received in the same year and the amount realized is less than the fair market
value of the shares on the date of exercise, then the amount included in
alternative minimum taxable income will not exceed the amount realized over the
adjusted basis of the shares.

Upon disposition of the shares received upon exercise of an Incentive Stock
Option after the holding period, any appreciation of the shares above the
exercise price should constitute long-term capital gain. If an optionee
disposes of shares acquired pursuant to his or her exercise of an Incentive
Stock Option prior to the end of the holding period, the optionee will be
treated as having received, at the time of disposition, compensation taxable as
ordinary income. In such event, and subject to the application of Section
162(m) of the Code as discussed below, CCIC may claim a deduction for
compensation paid at the same time and in the same amount as compensation is
treated as received by the optionee. The amount treated as compensation is the
excess of the fair market value of the shares at the time of exercise (or in
the case of a sale in which a loss would be recognized, the amount realized on
the sale if less) over the exercise price; any amount realized in excess of the
fair market value of the shares at the time of exercise would be treated as
short-term or long-term capital gain, depending on the holding period of the
shares.

Non-statutory Stock Options and Stock Appreciation Rights. As a general rule,
no federal income tax is imposed on the optionee upon the grant of a Non-
statutory Stock Option (whether or not including a stock appreciation right),
and CCIC is not entitled to a tax deduction by reason of such grant. Generally,
upon the exercise of a Non-statutory Stock Option, the optionee will be treated
as receiving compensation taxable as ordinary income in the year of exercise in
an amount equal to the excess of the fair market value of the shares of stock
at the time of exercise over the option price paid for such shares. In the case
of the exercise of a stock appreciation right, the optionee will be treated as
receiving compensation taxable as ordinary income in the year of exercise in an
amount equal to the cash received plus the fair market value of the shares
distributed to the optionee. Upon the exercise of a Non-statutory Stock Option
or a stock appreciation right, and subject to the application of Section 162(m)
of the Code as discussed below, CCIC may claim a deduction for compensation
paid at the same time and in the same amount as compensation income is
recognized by the optionee assuming any federal income tax reporting
requirements are satisfied.

Upon a subsequent disposition of the shares received upon exercise of a Non-
statutory Stock Option or a stock appreciation right, any difference between
the fair market value of the shares at the time of exercise and the amount
realized on the disposition would be treated as capital gain or loss. If the
shares received upon the exercise of an option or a stock appreciation right
are transferred to the optionee subject to certain restrictions, then the
taxable income realized by the optionee, unless the optionee elects otherwise,
and CCIC's tax deduction (assuming any federal income tax reporting
requirements are satisfied) should be deferred and should be measured at the
fair market value of the shares at the time the restrictions lapse. The
restrictions imposed on officers, directors and 10% stockholders by Section
16(b) of the Exchange Act is such a restriction during the period prescribed
thereby if other shares have been purchased by such an individual within six
months of the exercise of a Non-statutory Stock Option or stock appreciation
right.

Restricted Stock. The recipient of a Restricted Stock award will not realize
taxable income at the time of grant, and CCIC will not be entitled to a
deduction at that time, assuming that the restrictions constitute a substantial
risk of forfeiture for federal income tax purposes. When the risk of forfeiture
with respect to the stock subject to the award lapses, the holder will realize
ordinary income in an amount equal to the fair market value of the shares of
Common Stock at such time, and, subject to Section 162(m) of the Code, CCIC
will be entitled to a corresponding deduction. All dividends and distributions
(or the cash equivalent thereof) with respect to a Restricted Stock award paid
to the holder before the risk of forfeiture lapses will also be compensation
income to the holder when paid and, subject to Section 162(m) of the Code,
deductible as such by CCIC. Notwithstanding the foregoing, the holder of a
Restricted Stock award may elect under Section 83(b) of the Code to be taxed at
the time of grant of the Restricted Stock award based on the fair market value
of the shares of Common Stock on the date of the award, in which case (a)
subject to Section 162(m) of the Code, CCIC will be entitled to a deduction at
the same time and in the same amount, (b) dividends paid to the recipient
during the period the forfeiture restrictions apply will be taxable as
dividends and will not be deductible by CCIC, and (c) there will be no further
federal income tax consequences when the risk of forfeiture lapses. Such
election must be made not later than 30 days after the grant of the Restricted
Stock award and is irrevocable.

Performance Awards and Phantom Stock Awards. An individual who has been granted
a Performance Award or a Phantom Stock Award generally will not realize taxable
income at the time of grant, and CCIC will not be entitled to a deduction at
that time. Whether a Performance Award or Phantom Stock Award is paid in cash
or shares of Common Stock, the individual will have taxable compensation and,
subject to the application of Section 162(m) of the Code as discussed below,
CCIC will have a corresponding deduction. The measure of such income and
deduction will be the amount of any cash paid and the fair market value of any
shares of Common Stock either at the time the

Performance Award or the Phantom Stock Award is paid or at the time any
restrictions on the shares (including restrictions under Section 16(b) of the
Exchange Act) subsequently lapse, depending on the nature, if any, of the
restrictions imposed and whether the individual elects to be taxed without
regard to any such restrictions. Any dividend equivalents paid with respect to
a Performance Award or a Phantom Stock Award prior to the actual issuance of
shares under the award will be compensation income to the employee and, subject
to the application of Section 162(m) of the Code as discussed below, deductible
as such by CCIC.

Section 162(m) of the Code. Section 162(m) of the Code precludes a public
corporation from taking a deduction for annual compensation in excess of
$1,000,000 paid to its chief executive officer or any of its four other
highest-paid officers. However, compensation that qualifies under Section
162(m) of the Code as "performance-based" is specifically exempt from the
deduction limit. Based on Section 162(m) of the Code and the regulations issued
thereunder, CCIC's ability to deduct compensation income generated in
connection with the exercise of stock options granted by the Committee under
the 2001 Plan should not be limited by Section 162(m) of the Code. Further,
CCIC believes that compensation income generated in connection with Performance
Awards granted by the Committee under the 2001 Plan should not be limited by
Section 162(m) of the Code. The 2001 Plan has been designed to provide
flexibility with respect to whether Restricted Stock awards granted by the
Committee will qualify as performance-based compensation under Section 162(m)
of the Code and, therefore, be exempt from the deduction limit. Assuming no
election is made under Section 83(b) of the Code, if the lapse of the
forfeiture restrictions relating to a Restricted Stock award granted by the
Committee is based solely upon the satisfaction of one of the performance
criteria set forth in the 2001 Plan, then CCIC believes that the compensation
expense deduction relating to such an award should not be limited by Section
162(m) of the Code if the Restricted Stock becomes vested. However,
compensation expense deductions relating to Restricted Stock awards granted by
the Committee will be subject to the Section 162(m) deduction limitation if the
Restricted Stock becomes vested based upon any other criteria set forth in such
award (such as the occurrence of a change of control or vesting based upon
continued service with CCIC). Compensation income generated in connection with
Phantom Stock Awards under the 2001 Plan will be subject to the Section 162(m)
deduction limitation.

The 2001 Plan is not qualified under Section 401(a) of the Code. Based upon
current law and published interpretations, CCIC does not believe that the 2001
Plan is subject to any of the provisions of the Employee Retirement Income
Security Act of 1974, as amended.

The comments set forth in the above paragraphs are only a summary of certain of
the Federal income tax consequences relating to the 2001 Plan. No consideration
has been given to the effects of state, local, or other tax laws on the 2001
Plan or award recipients.

Parachute Payment Sanctions. Certain provisions of the Plan or provisions
included in an award agreement may afford a recipient special protections or
payments which are contingent on a change in the ownership or effective control
of CCIC or in the ownership of a substantial portion of CCIC's assets. To the
extent triggered by the occurrence of any such event, these special protections
or payments may constitute "parachute payments" that, when aggregated with
other parachute payments received by the recipient, if any, could result in the
recipient receiving "excess parachute payments" (a portion of which would be
allocated to those protections or payments derived from the award). CCIC would
not be allowed a deduction for any such excess parachute payments, and the
recipient of the payments would be subject to a nondeductible 20% excise tax
upon such payments in addition to income tax otherwise owed.

The Board of Directors recommends a vote FOR the proposal to approve the 2001
Stock Incentive Plan.

4. Ratification of Appointment of Independent Public Accountants

The Audit Committee of the Board has recommended that KPMG LLP continue to
serve as CCIC's independent public accountants for 2001. KPMG LLP has served as
CCIC's independent public accountants since 1995.

We expect a representative of KPMG LLP to attend the Annual Meeting. The
representative will have an opportunity to make a statement if he or she
desires and also will be available to respond to appropriate questions.

Audit Fees. The aggregate fees, including out-of-pocket expenses, billed for
professional services rendered by KPMG LLP for the audit of the Company's
consolidated financial statements as of and for the year ended December 31,
2000, and the reviews of the Company's unaudited condensed consolidated interim
financial statements as of March 31, 2000, June 30, 2000, and September 30,
2000 were $335,000.

Financial Information Systems Design & Implementation Fees. Aggregate fees
received by KPMG LLP for designing or implementing a hardware or software
system that aggregates source data underlying the financial statements or
generates information that is significant to the Company's financial statements
taken as a whole, totaled $47,000 for 2000.

All Other Fees. In addition to the fees described above, aggregate fees,
including out-of-pocket expenses, of $1,898,000 were paid to KPMG LLP during
the year ended December 31, 2000, primarily for the following professional
services: tax-related services ($803,000); due diligence for acquisitions
($289,000); registration statements ($552,000); and statutory and other audits
($254,000).

The Board of Directors recommends a vote FOR ratification of the appointment of
KPMG LLP as the Company's independent public accountants for the year 2001.

III. BOARD OF DIRECTORS

Nominees for Director
Class III--For a Term Expiring in 2004
--------------------------------------------------------------------------------

Randall A. Hack
Principal Occupation: Senior Managing Member, Nassau Capital
Age: 54
Director Since: 1997
[PHOTO OF RANDALL A. HACK]

Randall A. Hack was elected as a director of the Company in
February 1997. Since January 1995, Mr. Hack has been a Senior
Managing Member of Nassau Capital L.L.C., an investment
management firm which he founded in 1995. From 1990 to 1994,
he was the President and Chief Executive Officer of Princeton
University Investment Company, which manages Princeton
University's $8 billion endowment. Mr. Hack also serves on the Board of
Directors of several private companies.
--------------------------------------------------------------------------------
Edward C. Hutcheson, Jr.
Principal Occupation: Private Investments; Consulting
Age: 55
Director Since: 1995
[PHOTO OF EDWARD C. HUTCHESON, JR.]

Edward C. Hutcheson, Jr. has served as a director of CCIC
from January 1995 until February 1999 and from July 1999
until the present. Mr. Hutcheson co-founded CCIC in 1994 and
served as Chief Executive Officer from its inception to March
1997. Since February 2000, Mr. Hutcheson has been involved in
private investment activities and has provided consulting
services to private companies seeking capital. From March 1997 until February
2000, he served in several capacities with Pinnacle Global Group, Inc., a
publicly owned financial services company, and its predecessor private
companies. He served as Chief Operating Officer of the Pinnacle holding company
and was a Principal of the merchant banking subsidiary of Pinnacle. During
1994, he was involved in private investment activities leading to the creation
of the predecessor to CCIC. From 1987 through 1993, he served in senior
management roles with Baroid Corporation, a publicly owned petroleum services
company. His positions included President, Chief Operating Officer and a
director of the Baroid holding company from 1990 through 1993. Mr. Hutcheson
also serves on the board of directors of Trico Marine Services, Titanium Metals
Corporation, Pinnacle Management & Trust Co. and Sanders Morris Harris.

J. Landis Martin
Principal Occupation: President and CEO, NL Industries,
Inc.;

Chairman and CEO, Titanium Metals Corporation
[PHOTO OF J. LANDIS MARTIN]
Age: 55
Director Since: 1995

J. Landis Martin has been a director of CCIC from 1995
through November 1998 and November 1999 to the present. Mr.
Martin has been Chairman and CEO of Titanium Metals
Corporation ("Timet") (an integrated producer of titanium
metals) since January 1995. Mr. Martin has served as
President and Chief Executive Officer of NL Industries, Inc.
("NL"), a manufacturer and marketer of titanium dioxide chemicals, since 1987
and as a director since 1986. Mr. Martin has served as Chairman of Tremont
Corporation ("Tremont"), a holding company which primarily owns stock in Timet
and NL, since 1990 and as Chief Executive Officer and a director of Tremont
since 1988. From 1990 until its acquisition by Dresser Industries, Inc.
("Dresser") in 1994, Mr. Martin served as Chairman of the Board and Chief
Executive Officer of Baroid Corporation. In addition to Tremont and NL, Mr.
Martin is a director of Halliburton Company which is engaged in the petroleum
services, hydrocarbon processing and engineering industries, Apartment
Investment Management Corporation, a real estate investment trust, and Special
Metals Corporation, a producer of high performance nickel- based alloys and
superalloys.

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

Ted B. Miller, Jr.
Principal Occupation: Chairman and Chief Executive Officer
of CCIC
Age: 49
Director Since: 1995

[PHOTO OF TED B. MILLER JR.]
Ted B. Miller, Jr. has been the Chief Executive Officer since
November 1996, Chairman of the Board since May 1999, Vice
Chairman of the Board from August 1997 to May 1999 and a
director of CCIC since 1995. Mr. Miller co-founded CCIC in
1994. He was the President of CCIC from November 1996 to
August 1997. Mr. Miller has been the Managing Director and
Chief Executive Officer of Crown Castle UK Holdings Limited (formerly known as
Castle Transmission Services (Holdings) Ltd) ("CCUK"), a subsidiary of CCIC,
since February 1997 and has served as Chairman of the Board of Directors of
CCUK since August 1998. Prior to founding CCIC, Mr. Miller was involved in the
commercial real estate business for 20 years.

Directors Continuing in Office
Class I--Term Expiring in 2002
--------------------------------------------------------------------------------

Lee W. Hogan
Principal Occupation: President and CEO, SFM Limited
Age: 56
Director Since: 2001

[PHOTO OF LEE W. HOGAN]

Lee W. Hogan was appointed as a director of CCIC in March
2001. Mr. Hogan was appointed President and CEO of SFM
Limited in May 2001. Mr. Hogan served as an officer and
director of Reliant Energy Inc. from 1990 to 2000. During his
tenure at Reliant, Mr. Hogan served as vice chairman and as
one of four members of The Office of the Chief Executive
Officer (OCEO), the principal management policy instrument of the company. In
addition, he served as a member of the finance committee of Reliant's board of
directors. Previously, Mr. Hogan served as CEO of Reliant's Retail Energy
Group, president and CEO of Reliant's International Business Group (directing
energy operations in Asia, Europe and Latin America), and in a variety of
capacities for Reliant's Houston Lighting & Power subsidiary. Mr. Hogan was the
founding president of The Greater Houston Partnership, a business advocacy
organization, where he served from 1987 to 1990. During that same time, he was
a member of the Board of St. Luke's Episcopal Hospital, M.D. Anderson Cancer
Center Outreach Corporation, The Texas Medical Center and The Salvation Army.
Mr. Hogan also served on the board of directors of Commonwealth Financial Group
(from 1978 to 1985), GNI Incorporated (from 1985 to 1993) and Diamond Concrete
Company (from 1978 to 1983).

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

Robert F. McKenzie
Principal Occupation: COO, OneComm, Inc., Retired
Age: 57
Director Since: 1995
[PHOTO OF ROBERT F. MCKENZIE]

Robert F. McKenzie was elected as a director of CCIC in 1995.
From 1990 to 1994, Mr. McKenzie was the Chief Operating
Officer and a director of OneComm, Inc., a mobile
communications provider that he helped found in 1990. From
1980 to 1990, he held general management positions with
Northern Telecom, Inc. and was responsible for the marketing
and support of its Meridian Telephone Systems and Distributed Communications
networks to businesses throughout the Western United States. Mr. McKenzie also
serves on the Board of Directors of Cordillera Communications Corporation and
CO Space.

Directors Continuing in Office
Class II--Term Expiring in 2003
--------------------------------------------------------------------------------

David L. Ivy
Principal Occupation: Individual Investor
Age: 54
Director Since: 1997
[PHOTO OF DAVID L. IVY]

David L. Ivy was elected as a director of CCIC in June 1997.
Mr. Ivy served as Vice Chairman--Global Mergers and
Acquisitions of CCIC from March 2000 to September 2000 and as
President of CCIC from August 1997 to March 2000. In
addition, from October 1996 to August 1997, he served as
Executive Vice President and Chief Financial Officer of CCIC.
From 1993 to 1995, Mr. Ivy was a senior executive with, and later the President
and Chief Operating Officer of J.E. Robert Companies, where he managed a joint
venture with Goldman, Sachs & Co. that was established to acquire distressed
assets from financial institutions. From 1987 to 1993, Mr. Ivy served as
Chairman of the Board of Directors of Interstate Realty Corporation.

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

John P. Kelly
Principal Occupation: President and Chief Operating Officer
Age: 43
Director Since: 2000
[PHOTO OF JOHN P. KELLY]

John P. Kelly was elected as a director of CCIC in May 2000
and was appointed President and Chief Operating Officer of
CCIC on March 31, 2000. Prior to that, he was the President
of Crown Communication Inc. from December 1998. From January
1990 to July 1998, Mr. Kelly was the President and Chief
Operating Officer of Atlantic Cellular Company L.P. From
December 1995 to July 1998, Mr. Kelly was also President and Chief Operating
Officer of Hawaiian Wireless, Inc., an affiliate of Atlantic Cellular. He
currently serves on the board of directors of the Personal Communications
Industry Association and serves as the chairman of PCIA's Site Owners and
Managers Alliance.

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

William D. Strittmatter
Principal Occupation: Vice President of GE Capital and
Managing Director--Telecommunications for the Structured
Finance Group of GE Capital
Age: 44
Director Since: 1999
[PHOTO OF WILLIAM D. STRITTMATTER]

William D. Strittmatter has been a director of CCIC since
November 1999. He is the Vice President of GE Capital and
Managing Director--Telecommunications for the Structured
Finance Group of GE Capital ("SFG"). Prior to his appointment
as Managing Director--Telecommunications for SFG, Mr. Strittmatter was Managing
Director and head of SFG's Commercial and Industrial financing business. Before
that position, he was SFG's Chief Credit Officer. In that capacity, he was
responsible for the worldwide credit and risk management functions of SFG's
project and structured financing activities in the energy, infrastructure and
industrial sectors. In addition, Mr. Strittmatter was responsible for managing
SFG's investment portfolio of approximately $11 billion. Mr. Strittmatter
joined GE Capital in 1982 holding various positions in finance, operations and
marketing. From 1978 to 1980, Mr. Strittmatter was a CPA with the Rochester, NY
office of the accounting firm Main Hurdman. Mr. Strittmatter is the nominee of
GE Capital for election as a director of CCIC pursuant to the terms of CCIC's 8
1/4% Convertible Preferred Stock.

IV. INFORMATION ABOUT THE BOARD OF DIRECTORS

Meetings

During 2000, the Board held 7 regular meetings and 11 special meetings. All
incumbent directors attended at least 80% of the total number of meetings of
the Board and all committees on which they served.

Committees

The Board has four (4) standing committees: an Audit Committee, a Compensation
Committee, an Executive Committee and a Nominating Committee.

. Audit Committee

Duties:

. Review with Company management and the independent public accountants:

. the effectiveness and adequacy of CCIC's financial organization and
system of internal controls

. the effectiveness and scope of the policies regarding the Company's
published financial statements and its financial reporting process

. significant changes in accounting policies

. potential financial risk exposures

. Recommend to the Board the selection and evaluation of independent public
accountants

Members: Mr. Hack (Chair), Mr. Hutcheson and Mr. McKenzie--all independent
directors

Number of Meetings in 2000: 4

. Compensation Committee

Duties:

. establish and monitor total compensation for the Company's executive
officers

. review and approve compensation policies and practices

. administer awards under the Company's compensatory plans

. review and make recommendations to the Board with regard to the
Company's overall compensation philosophy and objectives

Members: Mr. Martin (Chair) and Mr. McKenzie--both independent directors

Number of Meetings in 2000: 3

. Executive Committee

Duties:

. acts in place of the Board in emergencies or in cases where immediate
action is required and the full Board cannot be readily assembled

Members: Mr. Miller and Mr. Hack--Mr. Hack is an independent director.

Number of Meetings in 2000: 0

. Nominating Committee

Duties:

. review and recommend candidates for director

. assess Board member performance

. review and approve director compensation policies

. monitor overall corporate governance

If a stockholder wishes to recommend a nominee for director, the recommendation
should be sent in a timely manner to the Corporate Secretary at the address
appearing on the notice of Annual Meeting (see "IX. Other Matters--Stockholder
Proposals for 2002 Annual Meeting"). All recommendations should be accompanied
by a complete statement of such person's qualifications and an indication of
the person's willingness to serve. All serious recommendations will be
considered by the Committee.

Members: Mr. McKenzie (Chair) and Mr. Hutcheson--both independent directors.

Number of Meetings in 2000: 1

Board Compensation and Relationships

. Compensation Plan. Effective May 25, 2000, the Board adopted a compensation
arrangement for independent directors of CCIC.

. Retainer and Fees. Each independent director of CCIC receives an annual
retainer of $20,000 paid quarterly and reimbursement of reasonable
incidental expenses. Each independent director also receives $1,500 for
each Board meeting attended ($500 if such meeting is held by conference
call) and $1,500 for each Board committee meeting attended.

. Options. At the first Board meeting of each year, CCIC grants each
independent director an option to purchase 15,000 shares of Common Stock
pursuant to the

Amended and Restated 1995 Stock Option Plan. In addition, each new
independent director is granted 25,000 options upon such director's initial
election or appointment to the Board. The exercise price of these options
equals the fair market value of the shares at the close of business on the
date of grant. The options have a 10-year life and are exercisable on the
date of grant.

. Other Compensation. Management directors receive no additional
compensation for their service as directors. No other remuneration is paid
to directors. Independent directors do not participate in CCIC's employee
benefit plans other than the Amended and Restated 1995 Stock Option Plan.

. Certain Relationships and Related Transactions. On November 19, 1999, GE
Capital Structured Finance Group, or SFG, made a $200,000,000 strategic
investment in CCIC in exchange for 200,000 shares of our 8 1/4%
Convertible Preferred Stock and warrants to purchase 1,000,000 shares of
our Common Stock. The warrants have an exercise price of $26.875 per share
and are exercisable, in whole or in part, at any time for a period of five
years following the issue date. The net proceeds of this investment were
used to pay a portion of the purchase price for our transaction with GTE
Wireless. The certificate of designation relating to the 8 1/4%
Convertible Preferred Stock provides that so long as GE Capital or its
permitted transferees hold at least 50% of such 8 1/4% Convertible
Preferred Stock, GE Capital will have the right to designate one nominee
to be a member of the Board of Directors of CCIC. William D. Strittmatter
has served as a director of CCIC as the nominee of GE Capital since
November 1999 and is also Vice President of GE Capital and Managing
Director--Telecommunications for SFG.

David L. Ivy, Director of CCIC, and Edward W. Wallander, President and Chief
Operating Officer of Crown Castle USA Inc., are brothers-in-law.

V. EXECUTIVE OFFICERS OF THE COMPANY

Set forth below is certain information relating to the current executive
officers of the Company. Officers of the Company are elected annually.
Biographical information with respect to Messrs. Miller and Kelly is set forth
above under "III. Board of Directors."

Name Age Position
---- --- --------

Ted B. Miller, Jr............ 49 Chairman of the Board, Chief Executive Officer
John P. Kelly................ 43 President and Chief Operating Officer
Charles C. Green, III........ 54 Executive Vice President--Global Finance
George E. Reese.............. 50 Executive Vice President--International
Alan Rees.................... 57 Executive Vice President--Technology
E. Blake Hawk................ 51 Executive Vice President and General Counsel
W. Benjamin Moreland......... 37 Senior Vice President, Chief Financial Officer
and Treasurer
Edward W. Wallander.......... 43 President and Chief Operating Officer, Crown
Castle USA Inc.
Robert E. Giles.............. 53 President and Chief Operating Officer, Crown
Castle UK Limited
Peter G. Abery............... 53 Managing Director, Crown Castle Australia

Charles C. Green, III became Executive Vice President--Global Finance of CCIC
in April 2000. Prior to that, he served as Executive Vice President and Chief
Financial Officer of CCIC from September 1997. Mr. Green was the President and
Chief Operating Officer of Torch Energy Advisors Incorporated, a major energy
asset management and outsourcing company, from 1993 to 1995, and Vice Chairman
of the board of directors and Chief Investment Officer from 1995 to 1996. From
1992 to September 1997, he was an officer, and later the Executive Vice
President and Chief Financial Officer, of Bellwether Exploration Company, an
oil and gas exploration and production company and an affiliate of Torch. From
1982 to 1992, Mr. Green was President, Chief Operating Officer and Chief
Financial Officer of Treptow Development Company, a real estate development
company. Mr. Green currently serves on the board of directors of Teletouch
Communications, Inc. He has been a Chartered Financial Analyst since 1974.

George E. Reese was named Executive Vice President--International in May 1999.
Mr. Reese was the Chief Financial Officer and Secretary of CCUK and each of its
wholly owned subsidiaries from February 1997 to December 1999. He was a
director of CCUK and each of its wholly owned subsidiaries until December 1999.
Since April 1995, Mr. Reese has served as President of Reese Ventures, Inc., an
international investment consulting firm, which he established in 1995. From
1972 to 1995, Mr. Reese was employed by Ernst & Young, L.L.P. where he was
named Partner-In-Charge of the Houston office's energy department and was
appointed Managing Partner of the firm's operations in the former Soviet Union.
Mr. Reese was a founder of the Council on Foreign

Investment in Russia and was a founding member of the American Chamber of
Commerce in Russia.

Alan Rees was appointed Executive Vice President--Technology for CCIC in April
2000. Prior to that, he served as the Chief Operating Officer of CCUK and each
of its wholly owned subsidiaries from February 1997 and as President from
December 1999. From 1994 to 1997, Mr. Rees served as the General Manager of
Transmission for the broadcast transmission division of the BBC.

E. Blake Hawk has been Executive Vice President and General Counsel since
February 1999. Mr. Hawk was an attorney with Brown, Parker & Leahy, LLP in
Houston, Texas from 1980 to 1999 and became a partner with the firm in 1986.
Mr. Hawk has been board certified in tax law by the Texas Board of Legal
Specialization since 1984 and has been a Certified Public Accountant since
1976.

W. Benjamin Moreland was appointed Chief Financial Officer and Treasurer of
CCIC in April 2000. Prior to that he served as Senior Vice President and
Treasurer of CCIC and its domestic subsidiaries from October 1999. Mr. Moreland
joined CCIC following 15 years with Chase Manhattan Bank, primarily in
corporate finance and real estate investment banking. He is responsible for all
treasury functions, banking relationships and general corporate financing
activities for CCIC.

Edward W. Wallander became President and Chief Operating Officer of Crown
Castle USA in April 2000. Prior to that he served as Senior Vice President and
Chief Information Officer of CCIC from April 1998. From August 1990 to April
1998, Mr. Wallander worked for PNC Bank in various capacities including Senior
Vice President and Chief Operating Officer of PNC Brokerage Corp. Prior to PNC
Bank, Mr. Wallander was a commercial real estate lender with Mellon Bank, N.A.
and a Certified Public Accountant for Ernst & Young, L.L.P.

Robert E. Giles was named President and Chief Operating Officer of CCUK in
April 2000. Prior to that he served as Executive Vice President & Chief
Commercial Officer for CCUK from December 1999. Mr. Giles has 27 years
experience in the commercial real estate, banking, and energy sectors. Prior to
joining Crown Castle, Mr. Giles was President of Title Network, Ltd., a real
estate services firm that he owned in partnership with Goldman Sachs.

Peter Abery was appointed Managing Director of Crown Castle Australia Holdings
Pty Ltd. ("CCAL") and its subsidiary, Crown Castle Australia Pty Ltd., in
February 2000. Mr. Abery was formerly Managing Director of Vodafone Network in
Australia. Prior to joining Vodafone, Mr. Abery held various positions with
Telstra including Managing Director of Industry Services for Domestic Wholesale
Business and Director of Strategy. Mr. Abery has a Master of Science in
Electrical Engineering, an MBA, and he attended the International Senior
Manager Program at Harvard Business School.

VI. SECURITY OWNERSHIP OF CCIC

Management Ownership

The table below shows the beneficial ownership as of April 16, 2001 of our
capital stock by each of the directors and executive officers of CCIC and all
directors and executive officers as a group. This table also gives effect to
shares that may be acquired pursuant to options, warrants or convertible stock
within 60 days after April 16, 2001.

Shares Beneficially
Owned
---------------------
Executive Officers and Directors(a) Title of Class Number Percent(b)
----------------------------------- ---------------- ---------- ----------

Ted B. Miller, Jr....................... Common Stock(c) 4,907,995 2.54
John P. Kelly(d)........................ Common Stock(e) 623,608 *
Alan Rees(f)............................ Common Stock(g) 858,229 *
George E. Reese......................... Common Stock(h) 1,219,202 *
Charles C. Green, III................... Common Stock(i) 1,272,469 *
E. Blake Hawk........................... Common Stock(j) 323,578 *
W. Benjamin Moreland.................... Common Stock(k) 120,407 *
Robert E. Giles(l)...................... Common Stock(m) 207,110 *
Edward W. Wallander(n).................. Common Stock(o) 155,680 *
Peter G. Abery (p)...................... Common Stock(q) 4,619 *
Carl Ferenbach(r)....................... Common Stock(s) 1,179,302 *
Randall A. Hack(t)...................... Common Stock(u) 176,780 *
Lee W. Hogan(v)......................... Common Stock(w) 25,000 *
Edward C. Hutcheson, Jr.(x)............. Common Stock(y) 135,916 *
David L. Ivy(z)......................... Common Stock(aa) 1,706,813 *
J. Landis Martin(bb).................... Common Stock(cc) 127,786 *
Robert F. McKenzie(dd).................. Common Stock(ee) 185,938 *
William D. Strittmatter(ff)............. Common Stock(gg) 8,461,860 4.38
Directors and Executive Officers as a
group
(18 persons total)..................... Common Stock(hh) 21,692,292 11.09

---------
* Less than 1%
(a) Except as otherwise indicated, the address of each person in this table is
c/o Crown Castle International Corp., 510 Bering Drive, Suite 500, Houston,
Texas 77057.
(b) Pursuant to SEC rules, Common Stock percentages are based on the number of
outstanding securities, but exclude the 15,597,783 shares of Common Stock
held by Crown Atlantic Holding Company LLC and the 5,063,731 shares of
Common Stock held by Crown Castle GT Holding Company LLC.
(c) Includes options for 4,712,341 shares of Common Stock. A trust for the
benefit of Mr. Miller's children holds 99,995 shares of Common Stock.
(d) Mr. Kelly's principal business address is c/o Crown Castle International
Corp., 375 Southpointe Blvd., Canonsburg, Pennsylvania 15317.

(e) Includes options for 622,598 shares of Common Stock.
(f) Mr. Rees is the Executive Vice President--Technology of CCIC, and his
principal business address is c/o Crown Castle UK Limited, Warwick
Technology Park, Heathcote Lane, Warwick CV346TN, United Kingdom.
(g) Represents options for 858,229 shares of Common Stock.
(h) Includes options for 1,039,202 shares of Common Stock.
(i) Represents options for 1,272,469 shares of Common Stock.
(j) Represents options for 323,578 shares of Common Stock.
(k) Represents options for 120,407 shares of Common Stock.
(l) Mr. Giles is the President and Chief Operating Officer of Crown Castle UK
Limited, and his principal business address is Warwick Technology Park,
Heathcote Lane, Warwick CV346TN, United Kingdom.
(m) Represents options for 207,110 shares of Common Stock.
(n) Mr. Wallander is the President and Chief Operating Officer of Crown Castle
USA, Inc., and his principal business address is 375 Southpointe Blvd.,
Canonsburg, Pennsylvania 15317.
(o) Represents options for 155,680 shares of Common Stock.
(p) Mr. Abery is the Managing Director of Crown Castle Australia, and his
principal business address is c/o Crown Castle Australia, Level 1, 754
Pacific Highway, Chatswood, Australia NSW 2067.
(q) Represents options for 4,619 shares of Common Stock.
(r) Mr. Ferenbach's principal business address is c/o Berkshire Partners LLC,
One Boston Place, Suite 3300, Boston, Massachusetts 02108.
(s) Includes options for 60,000 shares of Common Stock and 1,119,302 shares of
Common Stock beneficially owned by members of the Berkshire Group. Mr.
Ferenbach disclaims beneficial ownership of such shares, except to the
extent of his pecuniary interest therein.
(t) Mr. Hack's principal business address is c/o Nassau Capital LLC, 22
Chambers St., Princeton, New Jersey 08542.
(u) Includes options for 60,000 shares of Common Stock and warrants for 50,000
shares of Common Stock held by the Nassau entities. Mr. Hack disclaims
beneficial ownership of the shares of Common Stock represented by such
warrants held by the Nassau entities.
(v) Mr. Hogan's principal business address is 5312 Bayou Glen, Houston, Texas
77056.
(w) Represents options for 25,000 shares of Common Stock.
(x) Mr. Hutcheson's principal business address is 5599 San Felipe, Suite 555,
Houston, Texas 77056.
(y) Includes options for 35,000 shares of Common Stock. A trust for the benefit
of Mr. Hutcheson's children holds 10,000 shares of Common Stock.

(z) Mr. Ivy's principal business address is 5110 San Felipe #393W, Houston,
Texas 77056.

(aa) Represents options for 1,706,813 shares of Common Stock.
(bb) Mr. Martin's principal business address is c/o Timet Corporation, 1999
Broadway, Suite 4300, Denver, Colorado 80202.
(cc) Includes options for 30,000 shares of Common Stock and warrants for 8,000
shares of Common Stock. A trust for the benefit of Mr. Martin's children
holds 2,000 shares of Common Stock.
(dd) Mr. McKenzie's principal business address is P. O. Box 1133, 1496 Bruce
Creek Road, Eagle, Colorado 81631.
(ee) Includes options for 139,375 shares of Common Stock.
(ff) William D. Strittmatter's principal business address is c/o GE Capital,
120 Long Ridge Road, Stamford, Connecticut 06927.

(gg) Represents options for 20,000 shares of Common Stock held by GE Capital,
warrants for 1,000,000 shares of Common Stock held by GE Capital and
7,441,860 shares of Common Stock issuable upon conversion of the 200,000
shares of 8 1/4% Convertible Preferred Stock held by GE Capital.
Mr. Strittmatter disclaims beneficial ownership of such shares.

(hh) Includes options for 11,392,421 shares of Common Stock and warrants for
1,058,000 shares of Common Stock.

Other Security Ownership

The following is a tabulation as of April 16, 2001of those stockholders of CCIC
who own beneficially in excess of 5% of each class of CCIC voting securities.

Shares Beneficially
Owned
---------------------
Beneficial Owner Title of Class Number Percent(a)
---------------- ---------------------- ---------- ----------

Janus Capital Corporation(b).... Common Stock 21,919,787 11.35
100 Fillmore Street
Denver, Colorado 80206-4923

Capital Research and Management
Company(c)..................... Common Stock 18,501,970 9.58
333 South Hops Street
Los Angeles, California 90071

Salomon Brothers International
Limited(d)..................... Common Stock 17,713,536 9.17
Victoria Plaza
111 Buckingham Palace Road
London, England SW1W OSB

Crown Atlantic Holding Company
LLC(e)......................... Common Stock 15,597,783 7.47
375 Southpointe Blvd.
Canonsburg, PA 15317

Goldman Sachs Asset
Management(f).................. Common Stock 12,893,079 6.68
10 Hanover Square
New York, NY 10005

General Electric Capital
Corporation(g)................. 8 1/4% Cumulative 200,000 100.00
120 Long Ridge Road Convertible Redeemable
Stamford, CT 06927 Preferred Stock

---------
(a) Pursuant to SEC rules, Common Stock percentages are based on the number of
outstanding securities, but exclude the 15,597,783 shares of Common Stock
held by Crown Atlantic Holding Company LLC and the 5,063,731 shares of
Common Stock held by Crown Castle GT Holding Company LLC, unless otherwise
indicated.
(b) Based on an amendment to Schedule 13G filed on February 15, 2001, Janus
Capital Corporation reports sole voting and dispositive power with respect
to all such shares as a result of acting as investment advisor to various
investment companies and institutional clients. The Schedule 13G states
that Janus Capital does not have the right to receive dividends from, or
the proceeds from the sale of, the shares held by such entities and
disclaims any ownership associated with such rights. The Schedule

13G also indicates that Thomas H. Bailey, president and chairman of the
board and 12.2% equity owner of Janus Capital, may be deemed to have the
power to exercise or direct the voting and/or dispositive power that Janus
Capital may have over such shares. Mr. Bailey specifically disclaims
beneficial ownership over such shares in the Schedule 13G. The number of
shares reported by Janus Capital Corporation includes 1,966,055 shares of
Common Stock which may result from the assumed conversion of 1,450,000
shares of the Company's 6.25% Convertible Preferred Stock. Percentage
ownership shown is based on the number of shares of Common Stock
outstanding as of April 16, 2001 rather than February 15, 2001.
(c) Based on an amendment to Schedule 13G filed on February 12, 2001, Capital
Research and Management Company reports sole dispositive power with
respect to all such shares as a result of acting as investment advisor to
various investment companies. The Schedule 13G states that Capital
Research and Management disclaims beneficial ownership of such shares
pursuant to Rule 13d-4. The number of shares reported by Capital Research
and Management includes 1,369,460 shares of Common Stock which may result
from the assumed conversion of 1,010,000 share of the Company's 6.25%
Convertible Preferred Stock. Percentage ownership shown is based on the
number of shares of Common Stock outstanding as of April 16, 2001 rather
than February 12, 2001.
(d) Based upon an amendment to Schedule 13D filed on January 23, 2001, Salomon
Brothers International Limited ("SBIL"), Salomon Brothers Europe Limited
("SBEL"), Salomon International LLC ("SI"), Salomon Brothers Holding
Company Inc. ("SBHC"), Salomon Smith Barney Holdings Inc. ("SSBH"), and
Citigroup Inc. each report shared voting and dispositive power with
respect to the 17,713,536 shares (the "Covered Shares"). In addition, the
Schedule 13D indicates shared voting and dispositive of an additional
160,968 shares of Common Stock by SBHC, reflecting securities beneficially
owned by certain other subsidiaries of SBHC (including securities
convertible into Common Stock). The Schedule 13D also indicates shared
voting and dispositive of an additional 246,710 shares of Common Stock by
each of SSBH and Citigroup Inc., reflecting securities beneficially owned
by certain other subsidiaries of SSBH and Citigroup Inc. (including
securities convertible into Common Stock).
The Schedule 13D states that on July 5, 2000, SBIL purchased the Covered
Shares from Transmission Future Networks B.V. ("TFN"), a wholly-owned
indirect subsidiary of France Telecom S.A. ("FT"). The acquisition of the
shares was made in connection with the disposition by FT and its affiliates
(including TFN) of their interests in the Company and its affiliates, in
accordance with a letter of undertakings between FT and the United Kingdom
Secretary of State for Trade and Industry.
Pursuant to a Disposition Agreement, dated as of May 17, 2000 and amended
as of June 5, 2000 (the "Disposition Agreement"), among the Company, CCUK,
FT, TFN, Telediffusion de France International S.A. and SBIL, SBIL has
agreed, subject to

certain exceptions, not to dispose of the Covered Shares prior to June 8,
2001. Following such date, TFN is entitled, pursuant to a Confirmation for
Equity Swap Transaction, dated as of July 5, 2000 (the "Swap Agreement"),
among TFN, FT and SBIL, to direct SBIL to dispose of the Covered Shares in
a manner specified by TFN. Upon the occurrence of certain events of default
with respect to FT or TFN or certain other contingencies, however, SBIL may
sell the Covered Shares without TFN's direction. If the Covered Shares have
not been disposed of prior to June 8, 2002 (subject to extension under
certain circumstances set forth in the Disposition Agreement), the Company
will be entitled to direct SBIL to dispose of any remaining Covered Shares.
Pursuant to the Disposition Agreement, SBIL has granted an irrevocable
proxy to each of the general counsel and associate general counsel of the
Company to vote the Covered Shares in the same proportion as the votes cast
by or on behalf of all other holders of Common Stock of the Company.
By reason of their relationship, Citigroup, SSBH, SBHC, SI and SBEL may be
deemed to share voting and dispositive power with respect to Common Stock
owned by SBIL. In addition, by reason of certain provisions in the
Disposition Agreement and the Swap Agreement described above, the Company
may be deemed to share voting power with respect to the Covered Shares held
by SBIL, and TFN, FT and the Company may be deemed to share dispositive
power with respect to the Covered Shares held by SBIL. Percentage ownership
shown is based on the number of shares of Common Stock outstanding as of
April 16, 2001 rather than January 23, 2001.
(e) Crown Atlantic Holding Company LLC is a joint venture 56.9% owned by our
subsidiary, CCA Investment Corp. and 43.1% owned by Bell Atlantic Mobile,
Inc. (an indirect subsidiary of Verizon Communications, Inc.). The shares
of Common Stock held by Crown Atlantic Holding Company LLC can not be voted
and are not counted for quorum purposes pursuant to Delaware law so long as
the shares are held by the joint venture. For purposes of this percentage
ownership calculation, shares held by Crown Atlantic Holding Company LLC
are included in the number of shares of Common Stock outstanding.
(f) Based on an amendment to Schedule 13G filed on February 12, 2001, Goldman
Sachs Asset Management, a separate operating unit of Goldman, Sachs & Co.,
reports sole dispositive power with respect to all such shares and sole
voting power with respect to 11,021,769 of such shares. The Schedule 13G
states that such shares reflect the securities beneficially owned by the
asset management unit of Goldman, Sachs & Co. Such asset management unit
disclaims beneficial ownership of the securities beneficially owned by (i)
any client accounts with respect to which it or its employees have voting
or investment discretion, or both, and (ii) certain investment entities, of
which its affiliate is the general partner, managing general partner or
other manager, to the extent interests in such entities are held by persons
other than such asset management unit. Percentage ownership shown is based
on

the number of shares of Common Stock outstanding as of April 16, 2001
rather than February 12, 2001.
(g) Represents all outstanding 8 1/4% Convertible Preferred Stock. Such shares
of Preferred Stock are convertible into an aggregate of 7,441,860 shares
of Common Stock and vote with the Common Stock in proportion to the number
of shares of Common Stock into which they are convertible. General
Electric Capital Corporation also holds warrants to acquire 1,000,000
shares of Common Stock.

VII. EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth the cash and non-cash compensation paid by or
incurred on behalf of CCIC to its Chief Executive Officer and certain other
most highly paid executive officers for 1998, 1999 and 2000.

Number of
Securities
Name and Principal Salary Bonus Underlying All Other
Position Year ($) ($) Options (#)(a) Compensation ($)
------------------ ---- -------- -------- -------------- ----------------

Ted B. Miller, Jr....... 2000 $325,000 $325,000 362,420 $ 10,200(b)
Chief Executive Officer 1999 325,000 325,000 595,219 9,600(b)
and Chairman of the 1998 325,000 300,000 3,013,000 --
Board

John P. Kelly........... 2000 $275,000 $206,250 205,086 $ 10,200(b)
President and Chief 1999 235,000 176,250 423,431 8,827(b)
Operating Officer and 1998 117,500(c) 73,462 500,000 --
Director

Charles C. Green, III... 2000 $235,000 $176,300 122,764 $ 10,200(b)
Executive Vice 1999 235,000 176,250 299,892 9,600(b)
President 1998 235,000 56,250 940,000 --
of Global Finance

George E. Reese......... 2000 $250,000 $187,500 91,203 $ --
Executive Vice 1999 250,000 187,500 251,627 --
President-- 1998 250,000 187,500 1,205,000 --
International

Robert E. Giles......... 2000 $250,000(d) $187,500 21,334 $ 28,242(d)
President and Chief 1999 33,654 46,875 500,000 --
Operating Officer, CCUK 1998 -- -- -- --

David L. Ivy............ 2000 $190,384(e) $121,260 84,079 $793,491(e)
Vice Chairman--Global 1999 225,000 168,750 299,892 --
Mergers and 1998 225,000 150,000 1,455,000 --
Acquisitions
and Director

---------
(a) All awards are for options to purchase the number of shares of Common Stock
indicated.
(b) Represents amounts received pursuant to matching contributions made by the
Company in accordance with the Company's 401K plan.
(c) Mr. Kelly began working for Crown Communication Inc. on July 6, 1998, at an
annual salary of $235,000.
(d) Mr. Giles began working for CCUK on November 8, 1999 at an annual salary of
$250,000. Amounts shown as Other Compensation represent certain relocation
expenses paid by the Company.

(e) Mr. Ivy resigned as Vice Chairman of CCIC on September 20, 2000. Amounts
shown as Other Compensation represent amounts paid pursuant to Mr. Ivy's
Severance Agreement. See "VII. Executive Compensation--Termination and
Change of Control Arrangements."

Option Grants in 2000

The following table provides details regarding stock options granted in 2000 to
executive officers named in the Summary Compensation Table. In addition, in
accordance with SEC rules, the hypothetical gains are shown that would exist
for the respective options based on assumed rates of annual compounded growth
in the stock price of 5% and 10% from the date the options were granted over
the full option term. The actual value, if any, an executive may realize will
depend on the spread between the market price and the exercise price on the
date the options are exercised.

Potential Realizable
Value at Assumed
Annual Rates of Stock
Price Appreciation
Individual Grants for Option Term(a)
-------------------------------------------- ---------------------
Number of % of Total
Securities Options Exercise
Underlying Granted to or Base
Options Employees in Price Expiration
Name Granted (#) Fiscal Year ($/Sh) Date 5% ($) 10% ($)
---- ----------- ------------ -------- ---------- ---------- ----------

Ted B Miller, Jr........ 125,000 2.3% $31.8750 2/01/10 $2,505,752 $6,350,068
170,000 3.1 20.1880 2/02/10 2,158,341 5,469,660
13,143 0.2 39.7500 3/08/10 328,556 832,626
15,786 0.3 23.3750 12/20/10 232,061 588,087
38,441 0.7 30.8750 11/15/10 746,414 1,891,559

John P. Kelly........... 100,000 1.8% $31.8750 2/01/10 $2,004,602 $5,080,054
75,226 1.4 20.1880 2/02/10 955,079 2,420,357
5,257 0.1 39.7500 3/08/10 131,417 333,038
7,891 0.1 23.3750 12/20/10 116,001 293,969
16,712 0.3 30.8750 11/15/10 324,499 822,344

Charles C. Green, III... 26,000 0.5% $31.8750 2/01/10 $ 521,196 $1,320,814
75,225 1.4 20.1880 2/02/10 955,066 2,420,325
4,819 0.1 39.7500 3/08/10 120,468 305,290
5,022 0.1 23.3750 12/20/10 73,825 187,088
11,698 0.2 30.8750 11/15/10 227,141 575,621

George E. Reese......... 26,000 0.5% $31.8750 2/01/10 $ 521,196 $1,320,814
34,466 0.6 20.1880 2/02/10 437,585 1,108,925
6,134 0.1 39.7500 3/08/10 153,341 388,597
7,891 0.1 23.3750 12/20/10 116,001 293,969
16,712 0.3 30.8750 11/15/10 324,499 822,344

Robert E. Giles......... 1,752 0.0% $39.7500 3/08/10 $ 43,797 $ 110,991
2,870 0.1 23.3750 12/20/10 42,190 106,918
16,712 0.3 30.8750 11/15/10 324,499 822,344

David L. Ivy............ 32,000 0.6% $31.8750 2/01/10 $ 641,473 $1,625,617
52,079 0.9 20.1880 2/02/10 661,201 1,675,614

---------
(a) The potential realizable value assumes a per-share market price at the time
of the grant to be approximately equal to the exercise price with an
assumed rate of appreciation of 5% and 10%, respectively, compounded
annually for 10 years.

Aggregated Option Exercises in 2000 And Year-End Option Values

The following table details the December 31, 2000 year end estimated value of
unexercised stock options of each of the executive officers named in the
Summary Compensation Table. All unexercised options are to purchase the number
of shares of Common Stock indicated.

Number of
Securities
Underlying
Unexercised Value of Unexercised
Shares Options at Year- In-the-Money Options
Acquired on Value End (#) at Year-End ($)
Exercise Realized Exercisable (E)/ Exercisable (E)/
Name (#) ($) Unexercisable (U) Unexercisable (U)(a)
---- ----------- ----------- ----------------- --------------------

Ted B. Miller, Jr....... -- $ -- 4,630,692(E) $85,694,042(E)
309,947(U) 1,702,633(U)

John P. Kelly........... 31,955 $ 753,048 582,766(E) $ 7,328,853(E)
513,796(U) 4,418,407(U)

Charles C. Green, III... 263,493 $ 6,894,706 1,248,804(E) $17,765,779(E)
100,359(U) 379,877(U)

George E. Reese......... 250,801 $ 7,216,969 1,015,538(E) $16,526,856(E)
106,491(U) 386,931(U)

Robert E. Giles......... -- $ -- 207,111(E) $ 2,316,128(E)
314,223(U) 3,475,956(U)

David L. Ivy............ 557,158 $16,984,271 1,706,813(E) $26,275,387(E)

---------
(a) The estimated value of unexercised in-the-money stock options held at the
end of 2000 assumes a per-share fair market value of $27.063 and per-share
exercise prices ranging from $0.40 to $23.375 as applicable.

Termination and Change of Control Arrangements

. Severance Agreements. Under severance agreements entered into with each of
the executive officers named above in "V. Executive Officers of the
Company", CCIC is required to provide severance benefits to these executive
officers if they are terminated without cause (as defined in the severance
agreements) or they terminate their employment with good reason (as defined
in the severance agreements) (collectively, a "qualifying termination").
The severance agreements provide for enhanced severance benefits if the
executive officers incur a qualifying termination within the two-year
period following a change in control (as defined in the severance
agreements). Upon a qualifying termination that does not occur during the
change in control period, an eligible executive officer is entitled to:

. a lump sum payment equal to two times the sum of his base salary and
annual bonus,

. continued coverage under specified welfare benefit programs for two
years, and

. immediate vesting of any outstanding options and restricted stock
awards.

Upon a qualifying termination during the change in control period, an
eligible executive officer is entitled to:

. receive a lump sum payment equal to three times the sum of his base
salary and annual bonus,

. continued coverage under specified welfare benefit programs for three
years, and

. immediate vesting of any outstanding options and restricted stock
awards.

. Stock Options. All unvested stock options granted to executive officers
vest upon a change in control. The accelerated vesting provisions relating
to a change in control are contained in the individual stock option
agreements.

Compensation Committee Report on Executive Compensation

The Compensation Committee of the Board of Directors reviews, evaluates and
establishes the salary levels of corporate executive officers and administers
CCIC's stock option and other compensatory plans. The current members of the
Committee are J. Landis Martin, Chairman, and Robert F. McKenzie. The following
report presents the Committee's summary of CCIC's compensation programs and
policies and describes the bases for compensation of CCIC's executive officers
and its chief executive officer.

. Goals. The principal goals of CCIC's executive compensation policy are to
provide competitive compensation opportunities to attract and retain
qualified and productive executive employees; to motivate executives to
meet and exceed corporate financial goals; and to create meaningful links
between corporate performance, individual performance and rewards. It has
been our traditional executive compensation policy that a significant
portion of the compensation paid to the executive officers should be based
on CCIC's results of operations and the growth in value of its equity.
CCIC's executive officer compensation program is designed to align total
executive officer compensation with stockholder interests. Specifically,
the program:

. incentivizes and rewards executive officers for sound business
management and improvement in stockholder value

. balances its components so that the accomplishment of short- and long-
term operating and strategic objectives is encouraged and recognized

. requires achieving objectives within a "high-performance" team
environment

. attracts, motivates and retains executive officers necessary for the
long-term success of CCIC

. Compensation Program. CCIC's compensation program is designed to attract
and retain skilled individuals who are seasoned industry professionals.
CCIC competes with well-funded and established telecommunications companies
for its talent.

For the year 2000, as in prior years, the Compensation Committee reviewed
the compensation programs of certain competitors and "peers" in similar
industries. All of the companies used by the Compensation Committee as the
peer group for evaluating our executive officer compensation offer base
salary, stock options and bonuses.

We believe that using stock options and performance-based bonuses matches
executive officers' interests with those of the stockholders. The market
price of our

stock must increase in order for an executive officer to receive the value
of a stock option. Therefore, our operating goals and individual incentives
are targeted towards those activities that increase stockholder value. If
CCIC does not perform, the options are of less value and performance-based
bonuses are reduced.

In our assessment of compensation levels, we take into consideration
performance relative to the individual responsibilities of the executive
officers and considerations of internal equity, as well as the financial
performance of CCIC relative to its goals. The Committee also considers the
competitiveness of the entire executive compensation package and each of its
individual components. The Committee reviews CCIC's overall performance and
each officer individually to determine salary and bonus adjustments and to
determine stock awards.

. Salaries. The Committee approves the annual salaries for all executive
officers of CCIC. The Committee reviews recommendations made by the Chief
Executive Officer with regard to salary adjustments for executive officers
other than himself, and then either approves or amends these recommended
salary adjustments. The Committee independently reviews performance of the
Chief Executive Officer and determines an appropriate salary based on the
criteria set forth above, as well as input from outside compensation
consultants and other sources. In 2000, the Committee retained the services
of Towers Perrin to review CCIC's overall compensation packages for
executives.

. Incentive Compensation. Each year, the Committee approves incentive bonuses
for the executive officers of CCIC using similar methodologies to those
employed in evaluating salaries for the executive officers. As in prior
years, achievement of certain performance targets, such as the improvement
of earnings before interest, taxes, depreciation and amortization, were
used by the Committee in awarding bonuses for 2000. If performance goals
are met, as they were in 2000, Mr. Miller and the other executive officers
generally are eligible for cash bonuses approximating 50 to 100 percent of
their base salaries.

. Stock Options. Executive officers are granted discretionary annual
incentive stock options pursuant to the Amended and Restated 1995 Stock
Option Plan. Throughout the year, the Committee reviews individual and
corporate performance and makes stock option awards accordingly.

In addition, we adopted in 1999 a discretionary option pool (the "Option
Pool") of up to 1.29% of the purchase price or deal value for major
acquisitions, mergers, new business initiatives and similar transactions
that are consistent with our mission statement and long-term business plans.
The options are granted by the Committee pursuant to the Amended and
Restated 1995 Stock Option Plan. In general, these options are:

. granted subject to the closing of the applicable transaction

. priced at the fair market value at the close of business one day prior
to the public announcement of the applicable transaction

. vested at the closing of the applicable transaction as to 33 1/3% of
the option shares

. vested as to the remaining options over five years with accelerated
vesting, in tranches, if certain price performance criteria for the
Common Stock are obtained

The Committee has determined to terminate the Option Pool if the proposed 2001
Stock Incentive Plan is approved by stockholders at the Annual Meeting.

. Compensation of the Chief Executive Officer. For 2000, the Committee set
Mr. Miller's salary at $325,000 and granted a bonus of $325,000, the same
salary and bonus paid to Mr. Miller in 1999. In addition, we granted Mr.
Miller a non-qualified stock option to purchase 125,000 shares of common
stock of the Company under the Amended and Restated 1995 Stock Option Plan
having an exercise price equal to the fair market value of the stock on the
date of grant ($24.69 per share). This option will vest in equal
installments over a three-year period beginning on the date of the grant
and has a term of ten (10) years. In determining the size of the option
grants and the salary and bonus amounts, the Committee considered CCIC's
strong performance in 2000, the market in which CCIC competes and Mr.
Miller's contributions to corporate performance. Under the Option Pool, Mr.
Miller also received options to purchase an aggregate of 237,370 shares of
common stock at exercise prices ranging from $20.19 to $39.75 with regard
to transactions of the Company announced during 2000.

. Summary. The Committee has considered the impact of Section 162(m) of the
Code regarding the corporate limitations on deducting certain compensation
expenses. It is the Committee's intent to adopt policies to obtain maximum
tax deductibility of executive compensation consistent with providing
motivational and competitive compensation which is truly performance-based.
However, it is also the Committee's intent to balance the effectiveness of
its plans and compensation policies against the materiality of any possible
lost deductions.

The Committee believes that CCIC's executive compensation policies and
programs serve the interests of the stockholders and the Company
effectively. We believe the various compensation programs are appropriately
balanced to provide motivation for executives to contribute to CCIC's
overall success and enhance the value of CCIC for

the stockholders' benefit. When performance goals are met or exceeded,
resulting in increased value to stockholders, executives are rewarded
commensurately. The Committee will continue to monitor the effectiveness of
CCIC's total compensation program and continue to make proposals where
appropriate, in order to meet the current and future needs of CCIC.

COMPENSATION COMMITTEE

J. Landis Martin, Chairman

Robert F. McKenzie

Stockholder Return Performance Presentation

The following chart compares the yearly percentage change in the cumulative
stockholder return on CCIC's Common Stock against the cumulative total return
of the NASDAQ Market Index and SIC Code Index (Communications Services, NEC)
for the period commencing August 18, 1998 (the date the Company went public)
and ending December 31, 2000.

COMPARISON OF CUMULATIVE TOTAL RETURN
OF ONE OR MORE COMPANIES, PEER GROUPS,
INDUSTRIAL INDEXES AND/OR BROAD MARKETS

PERFORMANCE GRAPH APPEARS HERE

COMMUNICATIONS NASDAQ
CROWN SERVICES, MARKET
Fiscal Year Ending CASTLE NEC INDEX
--------------------- ------------- -------------- ----------

8/18/1998 100.00 100.00 100.00
12/31/1998 180.77 115.81 147.73
12/31/1999 247.12 163.13 260.55
12/29/2000 208.18 83.50 163.76

VIII. AUDIT COMMITTEE MATTERS

The Board has established an Audit Committee comprised entirely of independent
directors, as defined in the rules and regulations of the New York Stock
Exchange Listed Company Manual. Upon the recommendation of the Audit Committee
and in compliance with the regulations of the NYSE, the Board has adopted an
Audit Committee Charter setting forth the requirements for the composition of
the Audit Committee, the qualifications of its members and the responsibilities
of the Audit Committee. The Audit Committee Charter is set forth in Appendix B
to this proxy statement.

In addition, in accordance with regulations promulgated by the SEC, the Audit
Committee has issued the following report.

Audit Committee Report for the Year Ended December 31, 2000

To our Stockholders:

Management has the primary responsibility for the financial statements and the
reporting process, including the system of internal controls. On behalf of the
Board of Directors, the Audit Committee, among other duties, monitors the
Company's financial reporting processes and systems of internal control, the
independence and the performance of the independent accountants, and the
performance of the internal accountants.

Management has represented to the Audit Committee that the Company's
consolidated financial statements were prepared in accordance with generally
accepted accounting principles, and the Audit Committee has reviewed and
discussed the consolidated financial statements with management and the
independent accountants. The Audit Committee has discussed with the independent
accountants their evaluation of the accounting principles, practices and
judgments applied by management, and the Committee has discussed any items
required to be communicated to it by the independent accountants in accordance
with standards established by the American Institute of Certified Public
Accountants.

The Audit Committee has received from the independent accountants a letter
describing any relationships with the Company that may bear on their
independence and has discussed with the independent accountants the
accountants' independence from the Company and its management. The Committee
has reviewed the audit fees of the independent accountants. It has also
reviewed non-audit services and fees to assure compliance with the Company's
and the Committee's policies restricting the independent accountants from
performing services that might impair their independence.

The Audit Committee discussed with the Company's independent accountants the
overall scope of and plans for their audit. The Committee has met with the
independent accountants, separately and together, with and without management
present, to discuss

the Company's financial reporting processes and internal controls. The
Committee has reviewed significant audit findings prepared by the independent
accountants and those prepared by the Company's staff, together with
management's responses.

In reliance on the reviews and discussions referred to above, the Audit
Committee recommended to the Board of Directors the inclusion of the audited
consolidated financial statements in the Company's Annual Report on Form 10-K
for the year ended December 31, 2000.

AUDIT COMMITTEE

Randall A. Hack, Chairman
Edward C. Hutcheson, Jr.
Robert F. McKenzie

IX. OTHER MATTERS

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires CCIC's directors
and executive officers, and persons who own more than 10% of a registered class
of CCIC's equity securities, to file with the SEC and the NYSE reports of
ownership and changes in ownership of Common Stock and other equity securities
of CCIC. Executive officers, directors and greater than 10% stockholders are
required by SEC regulation to furnish the Company with copies of all Section
16(a) forms they file.

Based on the review of copies of such reports furnished to us and written
representations that no other reports were required, we believe that, during
the 2000 fiscal year, all Section 16(a) filing requirements applicable to
CCIC's executive officers, directors and greater than 10% beneficial owners
were complied with except for (i) Edward C. Hutcheson, Jr. filed a Form 4 late
for transactions which took place in February 2000 and March 2000, (ii) J.
Landis Martin filed a Form 4 late for transactions which took place in August
2000 and December 2000, (iii) Carl Ferenbach filed a Form 4 late for
transactions which took place in May 2000 and August 2000, and (iv)
Telediffusion de France International S.A. filed a Form 4 late for transactions
which took place in February 2000.

Stockholder Proposals for 2002 Annual Meeting

Stockholders wishing to have a proposal included in the Board's 2002 proxy
statement must submit the proposal so that the secretary of CCIC receives it no
later than January 9, 2002. Stockholders may make nominations for directors and
introduce proposals or other business to be considered at the 2002 Annual
Meeting provided such nominations and proposals are in accordance with CCIC's
bylaws and involve proper matters for stockholder action. Such stockholder
nominations and proposals and other business for the 2002 Annual Meeting must
be received not less than 90 days (March 7, 2002) nor more than 120 days
(February 5, 2002) before June 5, 2002 (which will then be the first
anniversary of the preceding year's meeting) at CCIC's principal executive
offices, 510 Bering, Suite 500, Houston, TX 77057; Attn: Corporate Secretary.
The Board has determined that the Annual Meeting date for 2002 will be
Wednesday, May 22, 2002. If the 2002 Annual Meeting is advanced by more than 30
days, or delayed by more than 90 days, from May 22, 2002, the nomination or
proposal must be delivered not earlier than the 120th day prior to the 2002
Annual Meeting and not later than the later of the 90th day prior to the 2002
Annual Meeting or the 10th day following the announcement of the change in the
2002 Annual Meeting date. The notice of nominations for the election of
directors must set forth certain information concerning the stockholder giving
the notice and each nominee. A copy of the applicable bylaw provision may be
obtained, without charge, upon written request to the Corporate Secretary.

The 2002 Annual Meeting is scheduled for Wednesday, May 22, 2002.

Expenses Relating to this Proxy Solicitation

CCIC will pay all expenses relating to this proxy solicitation. In addition to
this solicitation by mail, CCIC officers, directors, and employees may solicit
proxies by telephone or personal call without extra compensation for that
activity. CCIC also expects to reimburse banks, brokers and other persons for
reasonable out-of-pocket expenses in forwarding proxy material to beneficial
owners of CCIC stock and obtaining the proxies of those owners. CCIC has
retained Mellon Investor Services LLC to assist in the solicitation of proxies.
CCIC will pay the cost of such assistance, which is estimated to be $10,000,
plus reimbursement for out-of-pocket fees and expenses.

The Company will furnish without charge to each person whose proxy is being
solicited, upon request of any such person, a copy of the Annual Report on Form
10-K for the fiscal year ended December 31, 2000 as filed with the Securities
and Exchange Commission, including the financial statements and schedules
thereto, but not the exhibits. Requests for copies of such report should be
directed to Donald J. Reid, Jr., Corporate Secretary, Crown Castle
International Corp., 510 Bering Drive, Suite 500, Houston, Texas 77057. Copies
of any exhibit to the Form 10-K will be forwarded upon receipt of a written
request with respect thereto addressed to Mr. Reid.

The Board invites you to attend the Annual Meeting in person. If you are unable
to do so, please sign, date and return the enclosed proxy promptly in the
enclosed envelope, so that your shares will be represented at the meeting.

By Order of the Board of Directors,
/s/ Donald J. Reid, Jr.
Donald J. Reid, Jr.
Corporate Secretary

Appendix A

CROWN CASTLE INTERNATIONAL CORP.

2001 STOCK INCENTIVE PLAN

I. PURPOSE

The purpose of the CROWN CASTLE INTERNATIONAL CORP. 2001 STOCK INCENTIVE
PLAN (the "Plan") is to provide a means through which CROWN CASTLE
INTERNATIONAL CORP., a Delaware corporation (the "Company"), and its
Affiliates may attract able persons to enter the employ or to serve as
Directors or Consultants of the Company and its Affiliates and to provide a
means whereby those individuals upon whom the responsibilities of the
successful administration and management of the Company and its Affiliates
rest, and whose present and potential contributions to the Company and its
Affiliates are of importance, can acquire and maintain stock ownership,
thereby strengthening their concern for the welfare of the Company and its
Affiliates. A further purpose of the Plan is to provide such individuals with
additional incentive and reward opportunities designed to enhance the
profitable growth of the Company and its Affiliates. Accordingly, the Plan
provides for granting Incentive Stock Options, options that do not constitute
Incentive Stock Options, Restricted Stock Awards, Performance Awards, and
Phantom Stock Awards, or any combination of the foregoing, as is best suited
to the circumstances of the particular employee, Consultant, or Director as
provided herein.

II. DEFINITIONS

The following definitions shall be applicable throughout the Plan unless
specifically modified by any paragraph:

(a) "Affiliate" means any corporation, partnership, limited liability
company or partnership, association, trust or other organization which,
directly or indirectly, controls, is controlled by, or is under common control
with, the Company. For purposes of the preceding sentence, "control"
(including, with correlative meanings, the terms "controlled by" and "under
common control with"), as used with respect to any entity or organization,
shall mean the possession, directly or indirectly, of the power (i) to vote
more than 50% of the securities having ordinary voting power for the election
of directors of the controlled entity or organization, or (ii) to direct or
cause the direction of the management and policies of the controlled entity or
organization, whether through the ownership of voting securities or by
contract or otherwise.

(b) "Award" means, individually or collectively, any Option, Restricted
Stock Award, Performance Award or Phantom Stock Award.

A-1

(d) "Code" means the Internal Revenue Code of 1986, as amended. Reference in
the Plan to any section of the Code shall be deemed to include any amendments
or successor provisions to such section and any regulations under such section.

(e) "Committee" means a committee of the Board that is selected by the Board
as provided in Paragraph IV(a).

(f) "Common Stock" means the common stock, par value $.01 per share, of the
Company, or any security into which such Common Stock may be changed by reason
of any transaction or event of the type described in Paragraph XI.

(g) "Company" means Crown Castle International Corp., a Delaware corporation.

(h) "Consultant" means any person who is not an employee or a Director and
who is providing advisory or consulting services to the Company or any
Affiliate.

(i) "Corporate Change" shall have the meaning assigned to such term in
Paragraph XI(c) of the Plan.

(j) "Director" means an individual elected to the Board by the stockholders
of the Company or by the Board under applicable corporate law who is serving on
the Board on the date the Plan is adopted by the Board or is elected to the
Board after such date.

(k) An "employee" means any person (including a Director) in an employment
relationship with the Company or any Affiliate.

(l) "Fair Market Value" means, as of any specified date, the mean of the high
and low sales prices of the Common Stock reported by (i) the exchange or market
upon which the Common Stock is publicly traded including the National Market
System of NASDAQ or New York Stock Exchange, as applicable, on that date or
(ii) if the Common Stock is listed on a national stock exchange, reported on
the stock exchange composite tape on that date (or such other reporting service
approved by the Committee); or, in either case, if no prices are reported on
that date, on the last preceding date on which such prices of the Common Stock
are so reported. If the Common Stock is traded over the counter at the time a
determination of its fair market value is required to be made hereunder, its
fair market value shall be deemed to be equal to the average between the
reported high and low or closing bid and asked prices of Common Stock on the
most recent date on which Common Stock was publicly traded. In the event Common
Stock is not publicly traded at the time a determination of its value is
required to be made hereunder, the determination of its fair market value shall
be made by the Committee in such manner as it deems appropriate.

(m) "Immediate Family" means, with respect to a Participant, the
Participant's spouse, children or grandchildren (including adopted children,
stepchildren and grandchildren).

(n) "Incentive Stock Option" means an incentive stock option within the
meaning of section 422 of the Code

A-2

(o) "1934 Act" means the Securities Exchange Act of 1934, as amended.

(p) "Option" means an Award granted under Paragraph VII of the Plan and
includes both Incentive Stock Options to purchase Common Stock and Options that
do not constitute Incentive Stock Options to purchase Common Stock.

(q) "Option Agreement" means a written agreement between the Company and a
Participant with respect to an Option.

(r) "Participant" means an employee, Consultant, or Director who has been
granted an Award.

(s) "Performance Award" means an Award granted under Paragraph IX of the
Plan.

(t) "Performance Award Agreement" means a written agreement between the
Company and a Participant with respect to a Performance Award.

(u) "Phantom Stock Award" means an Award granted under Paragraph X of the
Plan.

(v) "Phantom Stock Award Agreement" means a written agreement between the
Company and a Participant with respect to a Phantom Stock Award.

(w) "Plan" means the Crown Castle International Corp. 2001 Stock Incentive
Plan, as amended from time to time.

(x) "Restricted Stock Agreement" means a written agreement between the
Company and a Participant with respect to a Restricted Stock Award.

(y) "Restricted Stock Award" means an Award granted under Paragraph VIII of
the Plan.

(z) "Rule 16b-3" means SEC Rule 16b-3 promulgated under the 1934 Act, as such
may be amended from time to time, and any successor rule, regulation or statute
fulfilling the same or a similar function.

(aa) "Stock Appreciation Right" shall have the meaning assigned to such term
in Paragraph VII(d) of the Plan.

III. EFFECTIVE DATE AND DURATION OF THE PLAN

The Plan shall become effective upon the date of its adoption by the Board,
provided the Plan is approved by the stockholders of the Company within 12
months thereafter. Notwithstanding any provision in the Plan, no Option shall
be exercisable and no Performance Award, Phantom Stock Award or Restricted
Stock Award shall vest or become satisfiable prior to such stockholder
approval. No further Awards may be granted under the Plan after 10 years from
the date the Plan is adopted by the Board. The Plan shall remain in effect
until all Options granted under the Plan have been exercised or expired, all
Restricted Stock Awards granted under the Plan have vested or been forfeited,
and all Performance Awards and Phantom Stock Awards have been satisfied or
expired.

A-3

IV. ADMINISTRATION

(a) Composition of Committee. The Plan shall be administered by a committee
of, and appointed by, the Board that shall be comprised solely of two or more
outside Directors (within the meaning of the term "outside directors" as used
in section 162(m) of the Code and applicable interpretive authority thereunder
and within the meaning of the term "Non-Employee Director" as defined in Rule
16b-3).

(b) Powers. Subject to the express provisions of the Plan, the Committee
shall have authority, in its discretion, to determine which employees,
Consultants or Directors shall receive an Award, the time or times when such
Award shall be made, the type of Award that shall be made, the number of shares
to be subject to each Option or Restricted Stock Award, the number of shares
subject to or the value of each Performance Award, and the value of each
Phantom Stock Award. In making such determinations, the Committee shall take
into account the nature of the services rendered by the respective employees,
Consultants, or Directors, their present and potential contribution to the
Company's success and such other factors as the Committee in its sole
discretion shall deem relevant.

(c) Additional Powers. The Committee shall have such additional powers as are
delegated to it by the other provisions of the Plan. Subject to the express
provisions of the Plan, this shall include the power to construe the Plan and
the respective agreements executed hereunder, to prescribe rules and
regulations relating to the Plan, and to determine the terms, restrictions and
provisions of the agreement relating to each Award, including such terms,
restrictions and provisions as shall be requisite in the judgment of the
Committee to cause designated Options to qualify as Incentive Stock Options,
and to make all other determinations necessary or advisable for administering
the Plan. The Committee may correct any defect or supply any omission or
reconcile any inconsistency in the Plan or in any agreement relating to an
Award in the manner and to the extent it shall deem expedient to carry it into
effect. The determinations of the Committee on the matters referred to in this
Paragraph IV shall be conclusive.

V. SHARES SUBJECT TO THE PLAN; AWARD LIMITS; GRANT OF AWARDS

(a) Shares Subject to the Plan and Award Limits. Subject to adjustment in the
same manner as provided in Paragraph XI with respect to shares of Common Stock
subject to Options then outstanding, the aggregate number of shares of Common
Stock that may be issued under the Plan shall not exceed 8,000,000 shares.
Shares shall be deemed to have been issued under the Plan only (i) to the
extent actually issued and delivered pursuant to an Award or (ii) to the extent
an Award denominated in shares of Common Stock is settled in cash. To the
extent that an Award lapses or the rights of its holder terminate, any shares
of Common Stock subject to such Award shall again be available for the grant of
an Award under the Plan. Notwithstanding any provision in the Plan to the

A-4

contrary, the maximum number of shares of Common Stock that may be subject to
Options, Restricted Stock Awards and Performance Awards denominated in shares
of Common Stock granted to any one individual during the term of the Plan may
not exceed the maximum number of shares of Common Stock issuable under the Plan
(subject to adjustment in the same manner as provided in Paragraph XI with
respect to shares of Common Stock subject to Options then outstanding), and the
maximum amount of compensation that may be paid under all Performance Awards
denominated in cash (including the Fair Market Value of any shares of Common
Stock paid in satisfaction of such Performance Awards) granted to any one
individual during any calendar year may not exceed $1,000,000, and any payment
due with respect to a Performance Award shall be paid no later than 10 years
after the date of grant of such Performance Award. The limitations set forth in
the preceding sentence shall be applied in a manner that will permit
compensation generated under the Plan to constitute "performance-based"
compensation for purposes of section 162(m) of the Code, including, without
limitation, counting against such maximum number of shares, to the extent
required under section 162(m) of the Code and applicable interpretive authority
thereunder, any shares subject to Options that are canceled or repriced.

(b) Grant of Awards. The Committee may from time to time grant Awards to one
or more employees, Consultants, or Directors determined by it to be eligible
for participation in the Plan in accordance with the terms of the Plan.

(c) Stock Offered. Subject to the limitations set forth in Paragraph V(a),
the stock to be offered pursuant to the grant of an Award may be authorized but
unissued Common Stock or Common Stock previously issued and outstanding and
reacquired by the Company. Any of such shares which remain unissued and which
are not subject to outstanding Awards at the termination of the Plan shall
cease to be subject to the Plan but, until termination of the Plan, the Company
shall at all times make available a sufficient number of shares to meet the
requirements of the Plan.

VI. ELIGIBILITY

Awards may be granted only to persons who, at the time of grant, are
employees, Consultants, or Directors. An Award may be granted on more than one
occasion to the same person, and, subject to the limitations set forth in the
Plan, such Award may include an Incentive Stock Option, an Option that is not
an Incentive Stock Option, a Restricted Stock Award, a Performance Award, a
Phantom Stock Award, or any combination thereof.

VII. STOCK OPTIONS

(a) Option Period. The term of each Option shall be as specified by the
Committee at the date of grant, but shall not be exercisable more than 10 years
after the date of grant.

A-5

(b) Limitations on Exercise of Option. An Option shall be exercisable in
whole or in such installments and at such times as determined by the Committee.

(c) Special Limitations on Incentive Stock Options. An Incentive Stock Option
may be granted only to an individual who is employed by the Company or any
parent or subsidiary corporation (as defined in section 424 of the Code) at the
time the Option is granted. To the extent that the aggregate Fair Market Value
(determined at the time the respective Incentive Stock Option is granted) of
Common Stock with respect to which Incentive Stock Options are exercisable for
the first time by an individual during any calendar year under all incentive
stock option plans of the Company and its parent and subsidiary corporations
exceeds $100,000, such Incentive Stock Options shall be treated as Options
which do not constitute Incentive Stock Options. The Committee shall determine,
in accordance with applicable provisions of the Code, Treasury Regulations and
other administrative pronouncements, which of a Participant's Incentive Stock
Options will not constitute Incentive Stock Options because of such limitation
and shall notify the Participant of such determination as soon as practicable
after such determination. No Incentive Stock Option shall be granted to an
individual if, at the time the Option is granted, such individual owns stock
possessing more than 10% of the total combined voting power of all classes of
stock of the Company or of its parent or subsidiary corporation, within the
meaning of section 422(b)(6) of the Code, unless (i) at the time such Option is
granted the option price is at least 110% of the Fair Market Value of the
Common Stock subject to the Option and (ii) such Option by its terms is not
exercisable after the expiration of five years from the date of grant. An
Incentive Stock Option shall not be transferable otherwise than by will or the
laws of descent and distribution, and shall be exercisable during the
Participant's lifetime only by such Participant or the Participant's guardian
or legal representative.

(d) Option Agreement. Each Option shall be evidenced by an Option Agreement
in such form and containing such provisions not inconsistent with the
provisions of the Plan as the Committee from time to time shall approve,
including, without limitation, provisions to qualify an Incentive Stock Option
under section 422 of the Code. Each Option Agreement shall specify the effect
of termination of (i) employment, (ii) the consulting or advisory relationship,
or (iii) membership on the Board, as applicable, on the exercisability of the
Option. An Option Agreement may provide for the payment of the option price, in
whole or in part, by the delivery of a number of shares of Common Stock (plus
cash if necessary) having a Fair Market Value equal to such option price.
Moreover, an Option Agreement may provide for a "cashless exercise" of the
Option by establishing procedures satisfactory to the Committee with respect
thereto. Further, an Option Agreement may provide for the surrender of the
right to purchase shares under the Option in return for a payment in cash or
shares of Common Stock or a combination of cash and shares of Common Stock
equal in value to the excess of the Fair Market Value of the shares with
respect to which the right to purchase is surrendered over the option

A-6

price therefor ("Stock Appreciation Rights"), on such terms and conditions as
the Committee in its sole discretion may prescribe. In the case of any such
Stock Appreciation Right that is granted in connection with an Incentive Stock
Option, such right shall be exercisable only when the Fair Market Value of the
Common Stock exceeds the price specified therefor in the Option or the portion
thereof to be surrendered. The terms and conditions of the respective Option
Agreements need not be identical. Subject to the consent of the Participant,
the Committee may, in its sole discretion, amend an outstanding Option
Agreement from time to time in any manner that is not inconsistent with the
provisions of the Plan (including, without limitation, an amendment that
accelerates the time at which the Option, or a portion thereof, may be
exercisable).
(e) Restrictions on Repricing of Options. Except as provided in Paragraph XI,
the Committee may not, without approval of the stockholders of the Company,
amend any outstanding Option Agreement to lower the option price (or cancel and
replace any outstanding Option Agreement with Option Agreements having a lower
option price).

(f) Option Price and Payment. The price at which a share of Common Stock may
be purchased upon exercise of an Option shall be determined by the Committee
but, subject to adjustment as provided in Paragraph XI, (i) in the case of an
Incentive Stock Option, such purchase price shall not be less than the Fair
Market Value of a share of Common Stock on the date such Option is granted, and
(ii) in the case of an Option that does not constitute an Incentive Stock
Option, such purchase price may be less than the Fair Market Value of a share
of Common Stock on the date such Option is granted. The Option or portion
thereof may be exercised by delivery of an irrevocable notice of exercise to
the Company, as specified by the Committee. The purchase price of the Option or
portion thereof shall be paid in full in the manner prescribed by the
Committee. Separate stock certificates shall be issued by the Company for those
shares acquired pursuant to the exercise of an Incentive Stock Option and for
those shares acquired pursuant to the exercise of any Option that does not
constitute an Incentive Stock Option.

(g) Stockholder Rights and Privileges. The Participant shall be entitled to
all the privileges and rights of a stockholder only with respect to such shares
of Common Stock as have been purchased under the Option and for which
certificates of stock have been registered in the Participant's name.

(h) Options and Rights in Substitution for Options Granted by Other
Employers. Options and Stock Appreciation Rights may be granted under the Plan
from time to time in substitution for options held by individuals providing
services to corporations or other entities who become employees, Consultants,
or Directors as a result of a merger or consolidation or other business
transaction with the Company or any Affiliate.

A-7

VIII. RESTRICTED STOCK AWARDS

(a) Forfeiture Restrictions To Be Established by the Committee. Shares of
Common Stock that are the subject of a Restricted Stock Award shall be subject
to restrictions on disposition by the Participant and an obligation of the
Participant to forfeit and surrender the shares to the Company under certain
circumstances (the "Forfeiture Restrictions"). The Forfeiture Restrictions
shall be determined by the Committee in its sole discretion, and the Committee
may provide that the Forfeiture Restrictions shall lapse upon (i) the
attainment of one or more performance measures established by the Committee
that are based on (1) the price of a share of Common Stock, (2) the Company's
earnings per share, (3) the Company's market share, (4) the market share of a
business unit of the Company designated by the Committee, (5) the Company's
sales, (6) the sales of a business unit of the Company designated by the
Committee, (7) the net income (before or after taxes) of the Company or any
business unit of the Company designated by the Committee, (8) the cash flow
return on investment of the Company or any business unit of the Company
designated by the Committee, (9) the earnings before or after interest, taxes,
depreciation, and/or amortization of the Company or any business unit of the
Company designated by the Committee, (10) the economic value added, (11) the
return on stockholders' equity achieved by the Company, or (12) the total
stockholders' return achieved by the Company, (ii) the Participant's continued
employment with the Company or continued service as a Consultant or Director
for a specified period of time, (iii) the occurrence of any event or the
satisfaction of any other condition specified by the Committee in its sole
discretion, or (iv) a combination of any of the foregoing. The performance
measures described in clause (i) of the preceding sentence may be subject to
adjustment for specified significant extraordinary items or events, and may be
absolute, relative to one or more other companies, or relative to one or more
indexes, and may be contingent upon future performance of the Company or any
Affiliate, division, or department thereof. Each Restricted Stock Award may
have different Forfeiture Restrictions, in the discretion of the Committee.

(b) Other Terms and Conditions. Common Stock awarded pursuant to a Restricted
Stock Award shall be represented by a stock certificate registered in the name
of the Participant. Unless provided otherwise in a Restricted Stock Agreement,
the Participant shall have the right to receive dividends with respect to
Common Stock subject to a Restricted Stock Award, to vote Common Stock subject
thereto and to enjoy all other stockholder rights, except that (i) the
Participant shall not be entitled to delivery of the stock certificate until
the Forfeiture Restrictions have expired, (ii) the Company shall retain custody
of the stock until the Forfeiture Restrictions have expired, (iii) the
Participant may not sell, transfer, pledge, exchange, hypothecate or otherwise
dispose of the stock until the Forfeiture Restrictions have expired, and (iv) a
breach of the terms and conditions established by the Committee pursuant to the
Restricted Stock Agreement shall cause a forfeiture of the Restricted Stock
Award. At the time of such Award, the Committee may,

A-8

in its sole discretion, prescribe additional terms, conditions or restrictions
relating to Restricted Stock Awards, including, but not limited to, rules
pertaining to the termination of employment or service as a Consultant or
Director (by retirement, disability, death or otherwise) of a Participant prior
to expiration of the Forfeitures Restrictions. Such additional terms,
conditions or restrictions shall be set forth in a Restricted Stock Agreement
made in conjunction with the Award.

(c) Payment for Restricted Stock. The Committee shall determine the amount
and form of any payment for Common Stock received pursuant to a Restricted
Stock Award, provided that in the absence of such a determination, a
Participant shall not be required to make any payment for Common Stock received
pursuant to a Restricted Stock Award, except to the extent otherwise required
by law.

(d) Committee's Discretion to Accelerate Vesting of Restricted Stock Awards.
The Committee may, in its discretion and as of a date determined by the
Committee, fully vest any or all Common Stock awarded to a Participant pursuant
to a Restricted Stock Award and, upon such vesting, all restrictions applicable
to such Restricted Stock Award shall terminate as of such date. Any action by
the Committee pursuant to this Subparagraph may vary among individual
Participants and may vary among the Restricted Stock Awards held by any
individual Participant. Notwithstanding the preceding provisions of this
Subparagraph, the Committee may not take any action described in this
Subparagraph with respect to a Restricted Stock Award that has been granted to
a "covered employee" (within the meaning of Treasury Regulation section 1.162-
27(c)(2)) if such Award has been designed to meet the exception for
performance-based compensation under section 162(m) of the Code.

(e) Restricted Stock Agreements. At the time any Award is made under this
Paragraph VIII, the Company and the Participant shall enter into a Restricted
Stock Agreement setting forth each of the matters contemplated hereby and such
other matters as the Committee may determine to be appropriate. The terms and
provisions of the respective Restricted Stock Agreements need not be identical.
Subject to the consent of the Participant and the restriction set forth in the
last sentence of Subparagraph (d) above, the Committee may, in its sole
discretion, amend an outstanding Restricted Stock Agreement from time to time
in any manner that is not inconsistent with the provisions of the Plan.

IX. PERFORMANCE AWARDS

(a) Performance Period. The Committee shall establish, with respect to and at
the time of each Performance Award, the number of shares of Common Stock
subject to, or the maximum value of, the Performance Award and the performance
period over which the performance applicable to the Performance Award shall be
measured.

A-9

(b) Performance Measures. A Performance Award shall be awarded to a
Participant contingent upon future performance of the Company or any Affiliate,
division, or department thereof during the performance period. The Committee
shall establish the performance measures applicable to such performance either
(i) prior to the beginning of the performance period or (ii) within 90 days
after the beginning of the performance period if the outcome of the performance
targets is substantially uncertain at the time such targets are established,
but not later than the date that 25% of the performance period has elapsed;
provided such measures may be made subject to adjustment for specified
significant extraordinary items or events. The performance measures may be
absolute, relative to one or more other companies, or relative to one or more
indexes. The performance measures established by the Committee may be based
upon (1) the price of a share of Common Stock, (2) the Company's earnings per
share, (3) the Company's market share, (4) the market share of a business unit
of the Company designated by the Committee, (5) the Company's sales, (6) the
sales of a business unit of the Company designated by the Committee, (7) the
net income (before or after taxes) of the Company or any business unit of the
Company designated by the Committee, (8) the cash flow return on investment of
the Company or any business unit of the Company designated by the Committee,
(9) the earnings before or after interest, taxes, depreciation, and/or
amortization of the Company or any business unit of the Company designated by
the Committee, (10) the economic value added, (11) the return on stockholders'
equity achieved by the Company, (12) the total stockholders' return achieved by
the Company, or (13) a combination of any of the foregoing. The Committee, in
its sole discretion, may provide for an adjustable Performance Award value
based upon the level of achievement of performance measures.

(c) Awards Criteria. In determining the value of Performance Awards, the
Committee shall take into account a Participant's responsibility level,
performance, potential, other Awards, and such other considerations as it deems
appropriate. The Committee, in its sole discretion, may provide for a reduction
in the value of a Participant's Performance Award during the performance
period.

(d) Payment. Following the end of the performance period, the holder of a
Performance Award shall be entitled to receive payment of an amount not
exceeding the number of shares of Common Stock subject to, or the maximum value
of, the Performance Award, based on the achievement of the performance measures
for such performance period, as determined and certified in writing by the
Committee. Payment of a Performance Award may be made in cash, Common Stock, or
a combination thereof, as determined by the Committee. Payment shall be made in
a lump sum or in installments as prescribed by the Committee. If a Performance
Award covering shares of Common Stock is to be paid in cash, such payment shall
be based on the Fair Market Value of the Common Stock on the payment date.

A-10

(e) Termination of Award. A Performance Award shall terminate if the
Participant does not remain continuously in the employ of the Company and its
Affiliates or does not continue to perform services as a Consultant or a
Director for the Company and its Affiliates at all times during the applicable
performance period, except as may be determined by the Committee.

(f) Performance Award Agreements. At the time any Award is made under this
Paragraph IX, the Company and the Participant shall enter into a Performance
Award Agreement setting forth each of the matters contemplated hereby, and such
additional matters as the Committee may determine to be appropriate. The terms
and provisions of the respective Performance Award Agreements need not be
identical.

X. PHANTOM STOCK AWARDS

(a) Phantom Stock Awards. Phantom Stock Awards are rights to receive shares
of Common Stock (or the Fair Market Value thereof), or rights to receive an
amount equal to any appreciation or increase in the Fair Market Value of Common
Stock over a specified period of time, which vest over a period of time as
established by the Committee, without satisfaction of any performance criteria
or objectives. The Committee may, in its discretion, require payment or other
conditions of the Participant respecting any Phantom Stock Award.

(b) Award Period. The Committee shall establish, with respect to and at the
time of each Phantom Stock Award, a period over which the Award shall vest with
respect to the Participant.

(c) Awards Criteria. In determining the value of Phantom Stock Awards, the
Committee shall take into account a Participant's responsibility level,
performance, potential, other Awards, and such other considerations as it deems
appropriate.

(d) Payment. Following the end of the vesting period for a Phantom Stock
Award (or at such other time as the applicable Phantom Stock Award Agreement
may provide), the holder of a Phantom Stock Award shall be entitled to receive
payment of an amount, not exceeding the maximum value of the Phantom Stock
Award, based on the then vested value of the Award. Payment of a Phantom Stock
Award may be made in cash, Common Stock, or a combination thereof as determined
by the Committee. Payment shall be made in a lump sum or in installments as
prescribed by the Committee. Any payment to be made in cash shall be based on
the Fair Market Value of the Common Stock on the payment date. Cash dividend
equivalents may be paid during or after the vesting period with respect to a
Phantom Stock Award, as determined by the Committee.

(e) Termination of Award. A Phantom Stock Award shall terminate if the
Participant does not remain continuously in the employ of the Company and its
Affiliates or does not

A-11

continue to perform services as a Consultant or a Director for the Company and
its Affiliates at all times during the applicable vesting period, except as may
be otherwise determined by the Committee.

(f) Phantom Stock Award Agreements. At the time any Award is made under this
Paragraph X, the Company and the Participant shall enter into a Phantom Stock
Award Agreement setting forth each of the matters contemplated hereby, and such
additional matters as the Committee may determine to be appropriate. The terms
and provisions of the respective Phantom Stock Award Agreements need not be
identical.

XI. RECAPITALIZATION OR REORGANIZATION

(a) No Effect on Right or Power. The existence of the Plan and the Awards
granted hereunder shall not affect in any way the right or power of the Board
or the stockholders of the Company to make or authorize any adjustment,
recapitalization, reorganization or other change in the Company's or any
Affiliate's capital structure or its business, any merger or consolidation of
the Company or any Affiliate, any issue of debt or equity securities ahead of
or affecting Common Stock or the rights thereof, the dissolution or liquidation
of the Company or any Affiliate or any sale, lease, exchange or other
disposition of all or any part of its assets or business or any other corporate
act or proceeding.

(b) Subdivision or Consolidation of Shares; Stock Dividends. The shares with
respect to which Awards may be granted are shares of Common Stock as presently
constituted, but if, and whenever, prior to the expiration of an Award
theretofore granted, the Company shall effect a subdivision or consolidation of
shares of Common Stock or the payment of a stock dividend on Common Stock
without receipt of consideration by the Company, the number of shares of Common
Stock with respect to which such Award may thereafter be exercised or
satisfied, as applicable (i) in the event of an increase in the number of
outstanding shares shall be proportionately increased, and the purchase price
per share shall be proportionately reduced, and (ii) in the event of a
reduction in the number of outstanding shares shall be proportionately reduced,
and the purchase price per share shall be proportionately increased. Any
fractional share resulting from such adjustment shall be rounded up to the next
whole share.

(c) Recapitalizations and Corporate Changes. If the Company recapitalizes,
reclassifies its capital stock, or otherwise changes its capital structure (a
"recapitalization"), the number and class of shares of Common Stock covered by
an Award theretofore granted shall be adjusted so that such Award shall
thereafter cover the number and class of shares of stock and securities to
which the Participant would have been entitled pursuant to the terms of the
recapitalization if, immediately prior to the recapitalization, the Participant
had been the holder of record of the number of shares of

A-12

Common Stock then covered by such Award. If (i) the Company shall not be the
surviving entity in any merger or consolidation (or survives only as a
subsidiary of an entity), (ii) the Company sells, leases or exchanges or agrees
to sell, lease or exchange all or substantially all of its assets to any other
person or entity, (iii) the Company is to be dissolved and liquidated, (iv) any
person or entity, including a "group" as contemplated by Section 13(d)(3) of
the 1934 Act, acquires or gains ownership or control (including, without
limitation, power to vote) of more than 50% of the outstanding shares of the
Company's voting stock (based upon voting power), or (v) as a result of or in
connection with one or more contested elections of Directors which may take
place during any thirty month period, the persons who were Directors of the
Company before any of such elections cease to constitute a majority of the
Board (each such event is referred to herein as a "Corporate Change"), no later
than (x) 10 days after the approval by the stockholders of the Company of such
merger, consolidation, reorganization, sale, lease or exchange of assets or
dissolution or such election of Directors or (y) 30 days after a Corporate
Change of the type described in clause (iv), the Committee, acting in its sole
discretion without the consent or approval of any Participant (subject to any
restrictions or limitations in an agreement with a Participant), shall effect
one or more of the following alternatives, which alternatives may vary among
individual Participants and which may vary among Options held by any individual
Participant: (1) accelerate the time at which Options then outstanding may be
exercised so that such Options may be exercised in full for a limited period of
time on or before a specified date (before or after such Corporate Change)
fixed by the Committee, after which specified date all unexercised Options and
all rights of Participants thereunder shall terminate, (2) require the
mandatory surrender to the Company by selected Participants of some or all of
the outstanding Options held by such Participants (irrespective of whether such
Options are then exercisable under the provisions of the Plan) as of a date,
before or after such Corporate Change, specified by the Committee, in which
event the Committee shall thereupon cancel such Options and the Company shall
pay (or cause to be paid) to each Participant an amount of cash per share equal
to the excess, if any, of the amount calculated in Subparagraph (d) below (the
"Change of Control Value") of the shares subject to such Option over the
exercise price(s) under such Options for such shares, or (3) make such
adjustments to Options then outstanding as the Committee deems appropriate to
reflect such Corporate Change (provided, however, that the Committee may
determine in its sole discretion that no adjustment is necessary to Options
then outstanding), including, without limitation, adjusting an Option to
provide that the number and class of shares of Common Stock covered by such
Option shall be adjusted so that such Option shall thereafter cover securities
of the surviving or acquiring corporation or other property (including, without
limitation, cash) as determined by the Committee in its sole discretion.

(d) Change of Control Value. For the purposes of clause (2) in Subparagraph
(c) above, the "Change of Control Value" shall equal the amount determined in
clause (i), (ii) or (iii), whichever is applicable, as follows: (i) the per
share price offered to stockholders

A-13

of the Company in any such merger, consolidation, sale of assets or dissolution
transaction, (ii) the price per share offered to stockholders of the Company in
any tender offer or exchange offer whereby a Corporate Change takes place, or
(iii) if such Corporate Change occurs other than pursuant to a tender or
exchange offer, the fair market value per share of the shares into which such
Options being surrendered are exercisable, as determined by the Committee as of
the date determined by the Committee to be the date of cancellation and
surrender of such Options. In the event that the consideration offered to
stockholders of the Company in any transaction described in this Subparagraph
(d) or Subparagraph (c) above consists of anything other than cash, the
Committee shall determine the fair cash equivalent of the portion of the
consideration offered which is other than cash.

(e) Other Changes in the Common Stock. In the event of changes in the
outstanding Common Stock by reason of recapitalizations, reorganizations,
mergers, consolidations, combinations, split-ups, split-offs, spin-offs,
exchanges or other relevant changes in capitalization or distributions to the
holders of Common Stock occurring after the date of the grant of any Award and
not otherwise provided for by this Paragraph XI, such Award and any agreement
evidencing such Award shall be subject to adjustment by the Committee at its
sole discretion as to the number and price of shares of Common Stock or other
consideration subject to such Award. In the event of any such change in the
outstanding Common Stock or distribution to the holders of Common Stock, the
aggregate number of shares available under the Plan and the maximum number of
shares that may be subject to Awards granted to any one individual may be
appropriately adjusted by the Committee, whose determination shall be
conclusive. Notwithstanding the foregoing, except as otherwise provided by the
Committee, upon the occurrence of a Corporate Change, the Committee, acting in
its sole discretion without the consent or approval of any Participant, may
require the mandatory surrender to the Company by selected Participants of some
or all of the outstanding Performance Awards and Phantom Stock Awards as of a
date, before or after such Corporate Change, specified by the Committee, in
which event the Committee shall thereupon cancel such Performance Awards and
Phantom Stock Awards and the Company shall pay (or cause to be paid) to each
Participant an amount of cash equal to the maximum value of such Performance
Award or Phantom Stock Award which, in the event the applicable performance or
vesting period set forth in such Performance Award or Phantom Stock Award has
not been completed, shall be multiplied by a fraction, the numerator of which
is the number of days during the period beginning on the first day of the
applicable performance or vesting period and ending on the date of the
surrender, and the denominator of which is the aggregate number of days in the
applicable performance or vesting period.

(f) Stockholder Action. Any adjustment provided for in the above
Subparagraphs shall be subject to any required stockholder action.

A-14

(g) No Adjustments unless Otherwise Provided. Except as hereinbefore
expressly provided, the issuance by the Company of shares of stock of any class
or securities convertible into shares of stock of any class, for cash,
property, labor or services, upon direct sale, upon the exercise of rights or
warrants to subscribe therefor, or upon conversion of shares or obligations of
the Company convertible into such shares or other securities, and in any case
whether or not for fair value, shall not affect, and no adjustment by reason
thereof shall be made with respect to, the number of shares of Common Stock
subject to Awards theretofore granted or the purchase price per share, if
applicable.

XII. AMENDMENT AND TERMINATION OF THE PLAN

The Board in its discretion may terminate the Plan at any time with respect
to any shares of Common Stock for which Awards have not theretofore been
granted. The Board shall have the right to alter or amend the Plan or any part
thereof from time to time; provided that no change in the Plan may be made that
would impair the rights of a Participant with respect to an Award theretofore
granted without the consent of the Participant, and provided, further, that the
Board may not, without approval of the stockholders of the Company, (a) amend
the Plan to increase the maximum aggregate number of shares that may be issued
under the Plan or change the class of individuals eligible to receive Awards
under the Plan, or (b) amend or delete Paragraph VII(e).

XIII. MISCELLANEOUS

(a) No Right To An Award. Neither the adoption of the Plan nor any action of
the Board or of the Committee shall be deemed to give any individual any right
to be granted an Option, a right to a Restricted Stock Award, a right to a
Performance Award or a right to a Phantom Stock Award, or any other rights
hereunder except as may be evidenced by an Award agreement duly executed on
behalf of the Company, and then only to the extent and on the terms and
conditions expressly set forth therein. The Plan shall be unfunded. The Company
shall not be required to establish any special or separate fund or to make any
other segregation of funds or assets to assure the performance of its
obligations under any Award.

(b) No Employment/Membership Rights Conferred. Nothing contained in the Plan
shall (i) confer upon any employee or Consultant any right with respect to
continuation of employment or of a consulting or advisory relationship with the
Company or any Affiliate or (ii) interfere in any way with the right of the
Company or any Affiliate to terminate his or her employment or consulting or
advisory relationship at any time. Nothing contained in the Plan shall confer
upon any Director any right with respect to continuation of membership on the
Board.

A-15

(c) Other Laws; Withholding. The Company shall not be obligated to issue any
Common Stock pursuant to any Award granted under the Plan at any time when the
shares covered by such Award have not been registered under the Securities Act
of 1933, as amended, and such other state and federal laws, rules and
regulations as the Company or the Committee deems applicable and, in the
opinion of legal counsel for the Company, there is no exemption from the
registration requirements of such laws, rules and regulations available for the
issuance and sale of such shares. No fractional shares of Common Stock shall be
delivered, nor shall any cash in lieu of fractional shares be paid. The Company
shall have the right to deduct in connection with all Awards any taxes required
by law to be withheld and to require any payments required to enable it to
satisfy its withholding obligations.

(d) No Restriction on Corporate Action. Nothing contained in the Plan shall
be construed to prevent the Company or any Affiliate from taking any action
which is deemed by the Company or such Affiliate to be appropriate or in its
best interest, whether or not such action would have an adverse effect on the
Plan or any Award made under the Plan. No Participant, beneficiary or other
person shall have any claim against the Company or any Affiliate as a result of
any such action.

(e) Restrictions on Transfer. An Award (other than an Incentive Stock Option,
which shall be subject to the transfer restrictions set forth in Paragraph
VII(c)) shall not be transferable otherwise than (i) by will or the laws of
descent and distribution, (ii) pursuant to a qualified domestic relations order
as defined by the Code or Title I of the Employee Retirement Income Security
Act of 1974, as amended, or the rules thereunder, (iii) with respect to Awards
of Options which do not constitute Incentive Stock Options, if such transfer is
permitted in the sole discretion of the Committee, by transfer by a Participant
to a member of the Participant's Immediate Family, to a trust solely for the
benefit of the Participant and the Participant's Immediate Family, or to a
partnership or limited liability company whose only partners or shareholders
are the Participant and members of the Participant's Immediately Family, or
(iv) with the consent of the Committee.

(f) Governing Law. The Plan shall be governed by, and construed in accordance
with, the laws of the State of Texas, without regard to conflicts of laws
principles thereof.

A-16

Appendix B

CROWN CASTLE INTERNATIONAL CORP.
AUDIT COMMITTEE CHARTER

The Audit Committee (the "Committee") is established by the Board of
Directors for the purpose of assisting the Board of Directors in the discharge
of its fiduciary responsibility to shareholders. The Committee's role is one
of oversight, whereas the Company's management is responsible for preparing
the Company's financial statements and the independent auditors are
responsible for auditing those financial statements. In its oversight
capacity, the Committee is neither intended nor equipped to guarantee with
certainty to the Board of Directors and the shareholders the accuracy and
quality of the Company's financial statements and accounting practices. Proper
accounting, reporting, and audit functions are a collaborative effort among
internal and external professionals. In particular, the Committee should
encourage procedures that promote accountability, sound systems of internal
controls, appropriate allocation of human resources to the accounting and
external auditing processes and effective relations with independent external
auditors.

In fulfillment of these objectives, the Committee assumes the following key
responsibilities:

1. Ensure that Company management has implemented policies and procedures
identifying risks of the corporate finance function and that control
mechanisms are adequate, in place and functioning properly.

2. Receive and review reports from Company management relating to the
Company's financial reporting process and published financial
statements.

3. Ensure that there is effective communication among Company management
and external auditors.

4. Periodically review with Company management any major financial risk
exposures, including risks resulting from technology, security or
business operations, and the steps management has taken to monitor and
control such exposures.

5. Ensure that there is an adequacy of human resources and expertise in the
financial accounting and reporting process as well as the external
auditing process.

6. Receive and review reports from Company management and its General
Counsel relating to legal and regulatory matters that may have a
material impact on the Company's financial statements and Company
compliance policies.

B-1

7. Receive and review reports from the Company's accounting department.
Consult with and review reports from the Company's accounting department
relating to on-going monitoring programs including compliance with
policies of the Company.

8. The Committee and the Board of Directors shall be ultimately responsible
for the selection, evaluation, and replacement of the independent
auditors. The Committee shall:

. recommend annually the appointment of the independent auditors to
the Board of Directors for its approval, based upon an annual
performance evaluation and a determination of the auditors'
independence;

. determine the independence of the independent auditors by obtaining
a formal written statement delineating all relationships between
the independent auditors and the Company, including all non-audit
services and fees;

. discuss with the independent auditors if any disclosed relationship
or service could impact the auditors' objectivity and independence;
and

. recommend that the Board of Directors take appropriate action in
response to the auditors' statement to ensure the independence of
the independent auditors.

9. Meet with independent auditors and review their report to the Committee
including comments relating to the system of internal controls,
published financial statements and related disclosures, the adequacy of
the financial reporting process and the scope of the independent audit.
The independent auditors are ultimately accountable to the Board of
Directors and the Committee on all such matters.

10. Prepare a Report, for inclusion in the Company's proxy statement,
disclosing that the Committee reviewed and discussed the audited
financial statements with management and discussed certain other
matters with the independent auditors. Based upon these discussions,
the Report will state whether the Committee recommends to the Board of
Directors that the audited financial statements be included in the
Annual Report or any other reports.

11. Review and reassess the adequacy of the Committee's charter annually.
If any revisions therein are deemed necessary or appropriate, submit
the same to the Board of Directors for its consideration and approval.

The Committee shall be comprised of no fewer than three independent members
of the Board of Directors. A Chairperson shall be designated by the Board from
among the members of the Committee. As determined by the Board of Directors,
the members of

B-2

the Committee shall be financially literate with at least one having accounting
or related financial management expertise. Company management, independent
auditors and the Company's General Counsel may attend each meeting or portions
thereof as required by the Committee. Regular meetings of the Committee shall
be held at such times as determined by resolution of the Board of Directors or
the Committee. A special meeting of the Committee shall be called by resolution
of the Board of Directors or by the Secretary or Assistant Secretary of the
Company upon the request of the Chairperson or a majority of the members of the
Committee. A majority of the members, but not less than two, will constitute a
quorum. A majority of the members present at any meeting at which a quorum is
present may act on behalf of the Committee.

The Board may elect a secretary of the Committee. If the Board does not elect
such a secretary, the Committee shall do so. The secretary of the Committee
need not be a member of the Committee, but shall be selected from a member of
the staff of the office of the Secretary of the Company, unless otherwise
provided by the Board or the Committee, as applicable.

B-3

Principal Executive Offices Notice of
Crown Castle International Corp. Annual Meeting of Stockholders
510 Bering, Suite 500 June 5, 2001
Houston, TX 77057 and Proxy Statement

[Crown Castle Logo]

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE NOMINEES AND PROPOSALS BELOW
AND IF NO SPECIFICATION IS MADE, THE SHARES WILL BE VOTED FOR SUCH NOMINEES AND
PROPOSALS.
Please mark your votes as
indicated in this example [X]

1. Election of Directors.

Nominees: 01 Randall A. Hack, 02 Edward C. Hutcheson, Jr., 03 J. Landis Martin
and 04 Ted B. Miller, Jr.

For all, except nominee(s) written in below:

_____________________________________________

FOR ALL WITHHOLD FOR ALL
ALL EXCEPT
[_] [_] [_]

2. Approval of an amendment to the Company's Restated Certificate of
Incorporation to increase the authorized number of shares of the Company's
Preferred Stock from 10,000,000 to 20,000,000 shares.

FOR AGAINST ABSTAIN
[_] [_] [_]

3. Approval of the Company's 2001 Stock Incentive Plan.

FOR AGAINST ABSTAIN
[_] [_] [_]

4. The ratification of the appointment of KPMG LLP as the Company's independent
certified public accountants for 2001.

FOR AGAINST ABSTAIN
[_] [_] [_]

5. In their discretion, upon such other matters as may properly come before
the meeting.

"By checking the box to the right, I consent INTERNET
to future access of the Annual Reports, Proxy [_]
Statements, prospectuses and other
communications electronically via the Internet.
I understand that the Company may no longer
distribute printed materials to me from any
future shareholder meeting until such consent is
revoked. I understand that I may revoke my
consent at any time by contacting the Company's
transfer agent, Mellon Investor Services,
Ridgefield Park, NJ and that costs normally
associated with electronic access, such as usage
and telephone charges, will be my
responsibility.

If you plan to attend the Annual Meeting, please
mark the WILL ATTEND box.

WILL ATTEND
[_]

(CONTINUED FROM OTHER SIDE)

SIGNATURE_________________________ SIGNATURE____________________ DATE__________

Signature should agree with name printed hereon. If stock is held in the name of
more than one person, EACH joint owner should sign. Executors, administrators,
trustees, guardians, and attorneys should indicate the capacity in which they
sign. Attorneys should submit powers of attorney.

. FOLD AND DETACH HERE .

VOTE BY INTERNET OR TELEPHONE OR MAIL
24 HOURS A DAY, 7 DAYS A WEEK

YOUR TELEPHONE OR INTERNET VOTE AUTHORIZES THE NAMED PROXIES TO VOTE YOUR SHARES
IN THE SAME MANNER AS IF YOU MARKED, SIGNED AND RETURNED YOUR PROXY CARD.

INTERNET
HTTP://WWW.PROXYVOTING.COM/CCI

Use the Internet to vote your proxy. Have your proxy card in hand when you
access the web site. You will be prompted to enter your control number, located
in the box below, to create and submit an electronic ballot.

TELEPHONE
1-800-840-1208

Use any touch-tone telephone to vote your proxy. Have your proxy card in hand
when you call. You will be prompted to enter your control number, located in the
box below, and then follow the directions given.

MAIL

Mark, sign and date your proxy card and return it in the enclosed postage-paid
envelope.

IF YOU VOTE YOUR PROXY BY INTERNET OR BY TELEPHONE, YOU DO NOT NEED TO MAIL BACK
YOUR PROXY CARD.

CROWN CASTLE INTERNATIONAL CORP.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON
JUNE 5, 2001

The undersigned stockholder acknowledges receipt of the Notice of Annual
Meeting of Stockholders and the Proxy Statement, each dated May 9, 2001, and
hereby appoints Ted B. Miller, Jr. and Donald J. Reid, Jr., or either of them,
proxies for the undersigned, each with full power of substitution, to vote all
of the undersigned's shares of common stock of Crown Castle International Corp.
(the "Company") at the Annual Meeting of Stockholders of the Company to be held
in the Forest III Ballroom of the Houstonian Hotel, 111 North Post Oak Lane,
Houston, Texas, on Tuesday, June 5, 2001 at 9:00 a.m., Central Time, and at any
adjournments or postponements thereof.

PLEASE SIGN, DATE AND RETURN THE PROXY IN THE ENVELOPE ENCLOSED. THIS PROXY WILL
BE VOTED IN THE MANNER DIRECTED HEREIN BY THE STOCKHOLDER. IF NO DIRECTION IS
MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF ALL NOMINEES IN ITEM 1, FOR
THE PROPOSALS SET FORTH IN ITEMS 2, 3 AND 4, AND WILL GRANT DISCRETIONARY
AUTHORITY PURSUANT TO ITEM 5. THIS PROXY WILL REVOKE ALL PRIOR PROXIES SIGNED BY
YOU.

(PLEASE SIGN ON REVERSE SIDE)

. FOLD AND DETACH HERE .

PROXY CROWN CASTLE INTERNATIONAL CORP.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON
FOR JUNE 5, 2001

ANNUAL The undersigned stockholder acknowledges receipt of the
Notice of Annual Meeting of Stockholders and the Proxy
Statement, each dated May 9, 2001, and hereby appoints Ted B.
Miller, Jr. and Donald J. Reid, Jr., or either of them,
MEETING proxies for the undersigned, each with full power of
substitution, to vote all of the undersigned's shares of
12 3/4% Exchangeable Preferred Stock of Crown Castle
OF International Corp. (the "Company") at the Annual Meeting of
Stockholders of the Company to be held in the Forest III
Ballroom of the Houstonian Hotel, 111 North Post Oak Lane,
STOCKHOLDERS Houston, Texas, on Tuesday, June 5, 2001 at 9:00 a.m., Central
Time, and at any adjournments or postponements thereof.

JUNE 5, 2001 1. Approval of an amendment to the Company's Restated
Certificate of Incorporation to increase the authorized
number of shares of the Company's Preferred Stock from
10,000,000 to 20,000,000 shares.

[_] FOR [_] AGAINST [_] ABSTAIN

2. In their discretion, upon such other matters as may properly
come before the meeting.

(PLEASE SIGN ON REVERSE SIDE)

(CONTINUED FROM OTHER SIDE)

The Board of directors recommends a vote FOR the proposal on the reverse side
and if no specification is made, the shares will be voted for such proposal.

PLEASE SIGN, DATE AND RETURN THE PROXY IN THE ENVELOPE ENCLOSED. THIS PROXY WILL
BE VOTED IN THE MANNER DIRECTED HEREIN BY THE STOCKHOLDER. IF NO DIRECTION IS
MADE, THIS PROXY WILL BE VOTED FOR THE PROPOSAL SET FORTH IN ITEM 1 AND WILL
GRANT DISCRETIONARY AUTHORITY PURSUANT TO ITEM 2. THIS PROXY WILL REVOKE ALL
PRIOR PROXIES SIGNED BY YOU.

Dated ___________________________, 2001

_____________________________________
Stockholder's Signature

Signature should agree with name printed
hereon. If stock is held in the name of
more than one person, EACH joint owner
should sign. Executors, administrators,
trustees, guardians, and attorneys
should indicate the capacity in which
they sign. Attorneys should submit
powers of attorney.

PROXY CROWN CASTLE INTERNATIONAL CORP.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
FOR FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON
JUNE 5, 2001
ANNUAL

MEETING The undersigned stockholder acknowledges receipt of the
Notice of Annual Meeting of Stockholders and the Proxy
OF Statement, each dated May 9, 2001, and hereby appoints Ted B.
Miller, Jr. and Donald J. Reid, Jr., or either of them, proxies
STOCKHOLDERS for the undersigned, each with full power of substitution, to
vote all of the undersigned's shares of 6.25% Cumulative
JUNE 5, 2001 Convertible Preferred Stock of Crown Castle International Corp.
(the "Company") at the Annual Meeting of Stockholders of the
Company to be held in the Forest III Ballroom of the Houstonian
Hotel, 111 North Post Oak Lane, Houston, Texas, on Tuesday,
June 5, 2001 at 9:00 a.m., Central Time, and at any
adjournments or postponements thereof.

1. Approval of an amendment to the Company's Restated
Certificate of Incorporation to increase the authorized
number of shares of the Company's Preferred Stock from
10,000,000 to 20,000,000 shares.

[_] FOR [_] AGAINST [_] ABSTAIN

2. In their discretion, upon such other matters as may properly
come before the meeting.

(PLEASE SIGN ON REVERSE SIDE)

(CONTINUED FROM OTHER SIDE)

The Board of directors recommends a vote FOR the proposal on the reverse side
and if no specification is made, the shares will be voted for such proposal.

PLEASE SIGN, DATE AND RETURN THE PROXY IN THE ENVELOPE ENCLOSED. THIS PROXY WILL
BE VOTED IN THE MANNER DIRECTED HEREIN BY THE STOCKHOLDER. IF NO DIRECTION IS
MADE, THIS PROXY WILL BE VOTED FOR THE PROPOSAL SET FORTH IN ITEM 1 AND WILL
GRANT DISCRETIONARY AUTHORITY PURSUANT TO ITEM 2. THIS PROXY WILL REVOKE ALL
PRIOR PROXIES SIGNED BY YOU.

Dated ___________________________, 2001

_____________________________________
Stockholder's Signature

Signature should agree with name printed
hereon. If stock is held in the name of
more than one person, EACH joint owner
should sign. Executors, administrators,
trustees, guardians, and attorneys
should indicate the capacity in which
they sign. Attorneys should submit
powers of attorney.

===============================================================================================================================

CROWN CASTLE INTERNATIONAL CORP.
PROXY THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON
JUNE 5, 2001
FOR
The undersigned stockholder acknowledges receipt of the Notice of Annual Meeting of Stockholders
and the Proxy Statement, each dated May 8, 2001, and hereby appoints Ted B. Miller, Jr. and Donald J.
ANNUAL Reid, Jr., or either of them, proxies for the undersigned, each with full power of substitution, to vote all
of the undersigned's shares of 8 1/4% Convertible Preferred Stock of Crown Castle International Corp.
(the "Company") at the Annual Meeting of Stockholders of the Company to be held in the Forest III
MEETING Ballroom of the Houstonian Hotel, 111 North Post Oak Lane, Houston, Texas, on Tuesday, June 5, 2001
at 9:00 a.m., Central Time, and at any adjournments or postponements thereof.

OF
1. [_] For All [_] Withhold All Election of Directors, Nominees: Randall A. Hack, Edward C.
Hutcheson, J. Landis Martin and Ted B. Miller, Jr.
STOCKHOLDERS [_] For All Except For all, except nominee(s) written in below:

-----------------------------------------------------------------------
JUNE 5, 2001
-----------------------------------------------------------------------

2. [_] For [_] Against [_] Abstain Approval of an amendment to the Company's Restated Certificate of
Incorporation to increase the authorized number of shares of the
Company's Preferred Stock from 10,000,000 to 20,000,000 shares.

3. [_] For [_] Against [_] Abstain Approval of the Company's 2001 Stock Incentive Plan.

4. [_] For [_] Against [_] Abstain The ratification of the appointment of KPMG LLP as the Company's
independent certified public accountants for 2001.

5. In their discretion, upon such other matters as may properly come before the meeting.
===============================================================================================================================

(PLEASE SIGN ON REVERSE SIDE)

(CONTINUED FROM OTHER SIDE)

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE NOMINEES
AND PROPOSALS ABOVE AND IF NO SPECIFICATION IS MADE, THE
SHARES WILL BE VOTED FOR SUCH NOMINEES AND PROPOSALS.

Dated .........................., 2001

.......................................
Stockholder's Signature

Signature should agree with name
printed hereon. If stock is held in
the name of more than one person, EACH
joint owner should sign. Executors,
administrators, trustees, guardians,
and attorneys should indicate the
capacity in which they sign. Attorneys
should submit powers of attorney.

PLEASE SIGN, DATE AND RETURN THE PROXY IN THE ENVELOPE ENCLOSED. THIS PROXY
WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE STOCKHOLDER. IF NO DIRECTION
IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF ALL NOMINEES IN ITEM 1,
FOR THE PROPOSALS SET FORTH IN ITEMS 2, 3 AND 4, AND WILL GRANT DISCRETIONARY
AUTHORITY PURSUANT TO ITEM 5. THIS PROXY WILL REVOKE ALL PRIOR PROXIES SIGNED
BY YOU.