Louise B. Barnes, Donor, et al. - Page 8

                                         -8-                                          
               Rock Hill had capital expenses of $5,605,184 in 1987,                  
          $5,410,879 in 1988,4 $13,199,725 in 1989, $14,605,033 in 1990,              
          and $6,340,042 in 1991.                                                     
               Rock Hill's rates for local telephone service and special              
          products are set by the South Carolina Public Service Commission            
          (SCPSC).  The SCPSC also regulates all intrastate service rates.            
               Rock Hill maintained 36,820 access lines on December 31,               
          1991.  Each of these lines has access to inter-exchange carriers            
          such as AT&T, MCI, and Sprint.  Rock Hill also owns a 5-percent             
          interest in a consortium that provides cellular telephone service           
          in rural South Carolina.                                                    
               5.   Dividends                                                         
               From 1987 to 1992, Rock Hill paid common stock dividends as            
          follows:                                                                    
                                   Total amount        Dividends                      
                    Year           of dividends        per share                      
                    1987           $550,710            $2.25                          
                    1988      660,852                  2.70                           
                    1989      709,804                  2.90                           
                    1990      819,946                  3.35                           
                    1991      893,374                  3.65                           
                    1992           2,937,120            112.00                        
               1 This includes $8 for a special nonrecurring dividend which           
          Rock Hill declared on Dec. 29, 1992, payable on Dec. 30, 1992.              

               4 Rock Hill's financial statement for 1987 and 1988 audited            
          by KPMG Peat Marwick shows capital expenses of $5,410,879 for               
          1988.  The audited financial statement for 1988 and 1989 shows              
          capital expenses of $5,680,152 for 1988.  The record does not               
          explain the $269,273 difference.                                            





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