Louise B. Barnes, Donor, et al. - Page 3

                                         -3-                                          
                                I.  FINDINGS OF FACT                                  
          A.   Petitioners                                                            
               Petitioners lived in South Carolina when they filed the                
          petitions in these cases.                                                   
               Edwin L. Barnes and Louise Barnes are married.  Frank S.               
          Barnes, Jr., and Mary Anne G. Barnes are married.  John M. Barnes           
          and Jean D. Barnes are married.  Edwin, Frank, and John Barnes              
          are brothers and are the children of Francis May Barnes and Frank           
          S. Barnes, Sr.  They are the grandsons of E.L. and Mary Sanders             
          Barnes.                                                                     
               Ladson A. Barnes, Sr., who was one of three sons of E.L.               
          Barnes, died on March 11, 1984.  Ladson A. Barnes, Jr., was the             
          son of Ladson A. Barnes, Sr.                                                
               Vera W. Helmly and Robert L. Helmly (the Helmlys) are                  
          married.                                                                    
          B.   Rock Hill Telephone Co.                                                
               Rock Hill Telephone Co. (Rock Hill) was organized in 1894              
          under the laws of South Carolina.  It is primarily engaged in the           
          business of providing local telephone service in the city of Rock           
          Hill, South Carolina, and in York and Chester counties.                     













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