Louise B. Barnes, Donor, et al. - Page 6

                                         -6-                                          
          in 1992.  A member of the fifth generation works for Fort Mill, a           
          subsidiary of Rock Hill.                                                    
               2.   The Voting Trust                                                  
               Frank Barnes, Jr., and his brothers intend to keep Rock Hill           
          as a family owned business.  They control Rock Hill through a               
          voting trust.  Frank Barnes, Sr., created the voting trust on               
          April 30, 1964, to ensure that 52 percent of Rock Hill's voting             
          stock would vote as a unit.  Frank Jr., Edwin, and John (the                
          Barneses), are the trustees of the trust and together own 52                
          percent of the voting stock of Rock Hill.                                   
               In 1992, the Barneses considered forming a holding company             
          to ensure that Rock Hill would remain in the family.  They also             
          bought insurance (at a time not stated in the record) to avoid              
          being required to sell shares of Rock Hill to pay death taxes.              
               3.   Rock Hill's Affiliates and Subsidiaries                           
               In 1992, Rock Hill owned the following percentage of common            
          stock in Fort Mill Telephone Co., Lancaster Telephone Co., and              
          Home Telephone Co.:                                                         
                                                       Percent owned                  
                                                       by Rock Hill                   
          Fort Mill Telephone Co. (Fort Mill)               48.0%                     
          Lancaster Telephone Co. (Lancaster)               49.2                      
          Home Telephone Co. (Home)                         49.8                      








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