Louise B. Barnes, Donor, et al. - Page 5

                                         -5-                                          
          directors were Frank Barnes, Jr., John Barnes, Willard K.                   
          Gaillard, Edwin Barnes, and Ladson Barnes, Jr.                              
               In 1912, E.L. Barnes acquired the stock of Rock Hill.  Rock            
          Hill has been owned and operated by the Barnes family for more              
          than 80 years.  The Barnes family has taken steps (described                
          below) to preserve its control of Rock Hill.  There have been no            
          sales of Rock Hill common stock since 1912.                                 
               Frank Barnes, Jr., and Edwin Barnes began working for Rock             
          Hill in 1946.  Frank Barnes, Jr., was president, chief executive            
          officer, and chairman of the board of directors in 1992.  Edwin             
          Barnes was its secretary and treasurer in 1992.  John Barnes was            
          one of Rock Hill's vice presidents in 1992.                                 
               Four members of the fourth generation of the Barnes family             
          (i.e., great-grandchildren of E.L. Barnes) worked for Rock Hill             


               3(...continued)                                                        
          Estate of Francis M. Barnes        13,642         8.28                      
          Charles Douglas Barnes             1,831          1.11                      
          Anne B. Grant                      1,645          1.00                      
          Bryant G. Barnes                   1,620          0.98                      
          Frank S. Barnes, III               1,620          0.98                      
          Mary Anne G. Barnes                430            0.26                      
          Louise B. Barnes                   580            0.35                      
          Susan Sanders Barnes               1,500          0.91                      
          Frances Talbert Barnes             1,536          0.93                      
          Jean D. Barnes                     430            0.26                      
          John M. Barnes, Jr.                1,831          1.11                      
          J. Barnes, Jr., & C. Barnes,                                                
          Trustees                           338            0.21                      
          Jean S. Barnes                     1,493          0.91                      
          Susan B. Ellis                     36               0.02                    
          Total                              164,760        100.00%                   





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