OFFICE OF TELECOM MUI:;,,TIONS- POLiCY WASHINGTON

Tom:

We may not get a bill :for your helicopter pickup from Warsaw, Va. to Washington.

However, this should be signed to cover -- in any event.

Thanks.

Eva STANDARD FOAM NO. 1012 TRAVEL VOUCHER 0:7 CdO 5300 1012-106 ..11.1••••••••••. DEPARTMENT, BUREAU, OR ESTABLISHMENT Exec. Office of the President VOUCHER NO. Office of Telecommunications Policy PAYEES NAME PAID BY Clay T. Whitehead SS# 509-34-3700 MAILING ADDRESS 2440 AV NW WA DC 20037

OFFICIAL DUTY STATION RESIDENCE Washington D. C. Washington, D. C. FOR TRAVEL AND OTHER EXPENSES TRAVEL ADVANCE CHECK NO. FROM (DATE) TO (DATE) Outstanding 4/23/71 4/23/71 CASH PAYMENT RECEIVED: APPLICABLE TRAVEL AUTHORIZATION(S) Amount to be applied (DATE) NO. DATE Balance to remain outstanding (SIGNATURE OF PAYEE) TRANSPORT/VI ION REQUESTS ISSUED

AGENT'S INITIALS OF MODE, CLASS POINTS OF TRAVEL TRANSPORTATION CARRIER OF SERVICE, DATE REQUEST NUMBER VALUATION ISSUED OF TICKET ISSUING AND ACCONI- TICKET MODATIONS * FROM- TO-

. . . . • - _ '

._ **Certified correct. Paiment or credit has not been received. ._ -- Dollars Cts July 9, 1971 1 031!:-*-- AMOUNT . CLAIMED (Date) (Signature of Payee) ---40. (Supervisory APPROVED and other approvals when required) DIFFERENCES: Admin. approved in accord. with , Para. 2. 1. b. of - SGTR.

NEXT PREVIOUS VOUCHER PAID UNDER SME TRAVEL AUTHORITY VOUCHER NO. . . . I D.O. SYMBOL , ) DATE (MONTH-YEAR) Total verified correct for charge to appropriation(s) Certified correct and proper for payment:

- • • Applied tp travel (appropriation symbol) . ..• • . advance NET TO ...-.....40- (Date) (Authorized Certifying Officer) TRAVELER - ACCOUNTING CLASSIFICATION (Appropriation symbol must be shown; other classification optional)

go.

• Abbreviations for Pullman accommodations: MR, master room; DR, drawing room; CP, compartment; duplex roomette; SOS. si ngle occupancy section; LB, BR, bedroom; DSR, duplex single room; RM, roomette; DRM. lower berth; UB. upper berth: LI3-Uti. lower and upper berth; S. seat. •• FRAUDULENT CLAIM-Falsification of an item in an expense account works a forfeiture of the claim (28 U.S.C. 2514) and may result in a fine of than $10,000 or imprisonment for not more than 5 years or both (18 U.S.C. 287: id. 1001). not more SCHEDULE OF EXPENSES AND AMOUNTS CLAIMED

travel status immediate!) prior to period co:ere,/ by this toucher and if admin. PREVIOUS "IIMPORARY DUTY (Complete these bloas only if in iftratitely required) . LAST DAY OF PRECEDING VOUCHER PERIOD DEPARTURE FROM OFFICIAL STATiol-N1 TEMPORARY DUTY STATION (LOCATION) (DATE OF ARRIVAL) (DATE.) I (HOUR.) '. AUTHORIZED MILEAGE AMOUNT CLAIMED 1)VIE RATE C NATURE OF EXPENSE

SPr.r.00mil-Fr. No. oi, tILEAGE SUBSISTENCE Om F.R 19 71-. READINGS MILES PI •• residence, 2440 Va. Ave., N. W. 7:00 a.m. - Left 3daffi_cia1 _car Arrived Warsaw, Virginia 9 00 a. in. (0.1ficial_laus_in es s) Lve Tappahanock - Municipal Airport 3 00 p.m. :da_Air Fcce helicopter *Arr. Pentagon Helicopter Pad 350 p.m.

4/24/ Left residence via official car 7)n a_ in.. Arrived Warsaw, Virginia 9: JO a. m. -41-2-5 Returned to Washington, D. C. _ by private transportation. .

_ _ Due to unexpected meetings with the White-Iia-use,-it-was-n-oces-sa.ry- to •..... t-ttival,_:tt. Hia..i.J.L0—cy tia:ci.;i:so.ct, a.; ..z..... r.....;-;:n.z.,:r _. schc,..2.,,1 — -4-; d, r.,-.4- ,-..-;,-1,.;..

- ._ * Not listed on voucher su_hmit-tad _

, - _

- • , . . -

- . . . . . _ . .

. - -1- •. "- . . —__ , . . _ . -- . - - - -- . Grand total to face of voucher (Subtotals. to be carried forward if necessary) 1962 0-621276 U.S. GOVERNMENT PRINTING °MEE Chron 2 0 MAY 1971 /Visit 4/23/71 TW - Pers. Corres.

Mr. James S. Day President Tidewater Telephone Company 8 Main Street Warsaw, Virginia 22572

Dear Bud:

I want you to know (a bit belatedly) how much I appreciated the tour of the Tidewater Telephone Company's territory and operations. Seeing your operations firsthand was very us eful.

I think I have a much better feel for what otherwise would be abstract considerations. In addition to the educational value, it was most enjoyable. Margaret and I particularly enjoyed the oysters!

I know USITA is keeping you very busy, but I hope we can keep in touch. My best to both you and Dot.

Since rely.

Clay T. Whitehead cc: Mr. Whitehead Mrs. Smith

Smith/ Whitehead:jm 5/18/71 1

Itinerary for Clay T. Whitehead Friday, April 23, 1971

Friday 4/23

7:00 a. m. Coyt will pick you up at your apartment and drive you to Warsaw, Virginia

Instructions Bud Day gave you over the phone:

Interstate Route 95 Fredericksburg to Rt. 17 to Falmouth to 1st light after Route I Go right to State 218 and left on Rt. 3 to Warsaw, Virginia

Telephone office on right downtown (old white frame building)

When talking with Mr. Day he gave me the following instructions:

Take Interstate Route 95 to the first Fredericksburg exit to Rt. 17 South To Falmouth -- keep going straight to the first traffic light after you cross over Route 1 Turn right - 4 blocks to StateRt. 218 and Left on Rt. 3 to Warsaw, Virginia.

(Total trip is 110 miles -- from the time you hit Rt. 3 it will be 58 miles.

Mr. Day's office can be reached until 5 o'clock (703) 333-2381 After 5 o'clock, call his residence (703) 333-7251

Suggest you call in during the day (after your 2-3 hour flight around the area) to be sure the 5 o'clock meeting is still firm.

If you are flown in by Mr. Day, we can have Coyt pick you up at National Airport.

In which case, I would assume you would want Coyt to drive you back to Warsaw on Saturday morning. Seen WODel. • Franklin r park Vi-ler /Guid,e Meld Stats Grove t 1077 Russ.Ni,,? (1‘ 30 DAM 31,2 a et,n •'AIONT ALTO (Winterstown vole ,I sc. re. SAT, NIL 04.1., 316 VARA Gettysburg kticiiIc 1 'Hie 73 Glen Britain A 16' ROck • Sunny- Riley burn Hanover Wakefield 74 •CICatitte 'e Fairfield Stewart' Shady town 1.:1rove Waynesboro '7 3 • LuttlestOwn 16 Whiteford -'. State — - FilLeThitge - - - Lineboro Norris - C0116,n,`,7 SSuambmill'at sville Atecla Eklo Pylesville 'Cast 1 e -•• liJne.23 Wood • (491 lawn 9 'Manchester Dublin • 12:2 Lantz Par SmitsbuTe Taneytown ark ton Shams- Ady ; 76 oole !!^R7onpc'ct (:) • Jarretts s Hagersfown Thurmon Frizzel- White ville l...!1 1 Deposit 7 Detour burg Webster Worth - Harry lordere 1..02,8HullShen•peed • Es sr..pri Catoctin Rocky stead Church t 1_70 i. "1 Ct llfiwr 14, s• ...I Furnace unxs- / i Ridge West• tie NW. ,..s / N.,.7,ii,!..:, Ladies Carrollton Monkton ,46 • , Creager burg rninSter , Perryvitie Glencoe S 'Bent • town 1 New 136 Cars,n, .171.Ps Patapsco Phoenix Havre Elk vola Lewis Midway Jackson VA, e Grace 63 65 is Woods 146 sidle ton id‘ '7 s'-':- ...:'-'t • EllertorPwr born Mversvilie arfleld)" •Small. Bala Abgern_ 9,...g PS '•* i. Walker 5.191 *al nccns: -i• liberty burg/0 wood mount town Unionville /7., N finksburg Balcamperpliini. nat , Crystal CRY51. 1.1) ---Z:.. 7;c4 GNOMES Beach Sher ris Pleasant • Reisters pp.. .z1,.. /OA 9; Comber .• 129 DU'S Taylcrsville town Eden...Eluei-Fryer •AHATIoLEA,1 """' Middle ‘2- ii,, •Isi --'-',`,.=Earlevil axitivririo 'e town Win- s S:1:60G6 je ttHea "t Imsoo SIT( 130 Whhii:l.e:aerAsha gno::lia rG Antietam Garland .'4=v „Frederick field eci l to 6:/.B zRoeOn.i" KentCm cr e (an mir, Browns c::5 ...01, R Park ville is / Coleman Still 1 Gm no ys•Darean r to /4.„.40.GROurio et • Pond Locust i - - (0:4 • 566 Grove i Vie..erten Jet 11 erson Lisbon Mldi ydelel ,41 r . . _ Harpers 40 "1:,',.'," Butlertown fer oh 311- Mizzens Cook • vale 94 vale 290 Worton runswich F3.!etc.97 Damascus " "NAT' L IlVT•lip Prntot tvl ay- Melitota D"' \ 1.001,8 1.0VeEIS. Mocks Hyattstown field dalk a • villa Clarks CaloAvjlle Chester Taylors- burg alethorpe Fa irlee town 611 28 town flardpi 2 ,20 v$11aer ks• Sparrows Tolchester • Hills. Beach o o Laytonsvill Brooke 1...:Dln! • Ft Howard Wheat vine IT .orce 445 land Water- - R lord ID Fort IS Glen Burnie Smallwood Church ScagS Riviera Hill Purcenville B Lich Rock ton mobsvIlle Hall *Hamiiton Poole, Mount vilte Rock-r ::'.1; Bun 'Pasa-5 r"' Leesbur vi, :117:: ,,,i ,a2en:i. .dna he C =rriles- ville fliers Shore (....•s —

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Smithfield Wa4uffeld Ham z-It-t: • .7

Call Bud Day and advise that Tom will be corning back by helicopter around 3 o'clock and we appreciat ed his offer • but have made arrangements to have the helicopter from DOD pick him up at Tappahannock.

Tom would plan on leaving around 7 a. m. on Saturday to come down to Warsaw again-- arriving about 9 a. m. -- 0.K. ? ?? ? ? ? ? ?

CALL MARGE AT NOON AND ASK HER TO CONFIRM THE 5 o'clock MEETING OFFICE OF TLLECOMMUNICATIONS POLICY WASHINGTON

April 22

Eva:

An A.F. helo is set up to lift Tom from Tappahanock Municipal Airport to the Pentagon. Pick UD time 3:00 PM. Will be a single rotor "Huey" type. On arrival they will taxi to as near the operations bldg as possible. Tom should go straight out to the helo when it arrives and they will be off.

The A.F. computes only 50 odd flying miles--therefore a much shorter trio--45 to 50 min. estimate. Weather: they need 1500 feet and 3 miles visibility, Can caneel as late as 1:30 PM. J

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4150 Capt. Raish has made r.rratigements for an Air Force helicopter to pick you up from the Tappahan.nock Municipal Airport at 3 p.m. Friday(4/23) they will taxi to as near the operations building as possible. You should go straight out to the helo when it arrives and they will fly you back to tintiBnatagon Pad 4— Coyt will pick you up and bring yvta. back to the White House.

will be checking Marge again tomorrow for her to confirm that the3 o'clock meeting is still on. MEETING Wednesday 4/41/71

5:10 Cart. Retia advives 113 has boea in. touch. with Col. James Murphy at the Pontagor. Th! Ox. 7-6691 apprm-irnate coat for a helicopter to pick you up at TrIppohArniotk Airport (near WarEgm. Virginia) or. rrlday to bring you back here would bo $2,00. they have a two-hotar minimum.

Vvosible, they would like to klavo as much lead time as pcevible to get thie up. Wednesday 4/21/71 MEETING 4/23/71

12:10 Coyt will pick you up at 7 a. m. at your apartment on Friday (4/23). The trip to Warsaw, Virginia, is 110 miles -- approximately 2 hours' driving.

There is an airport at Tappahannock, which is seven miles from Warsaw.

I checked with Major Brennan in Gen. Hughes' office and he advises that their helicopters will be tied up at the time you would be needing one on Friday to bring you back for the 5 &clock meeting in Dr. Kissinger's office.

I had checked Bud Day's office to see where the airport is down there. Advised that you would probably have to return to Washington for a 5 o'clock meeting. He advises he plans to lease one of those slow planes and fly around for 3 or 4 hours so you can get a grasp of the area geographically.

Said he could just drop you up to Washington, if that would be helpful. I told him I was exploring the possibility of a helicopter.

Since we can't get the helicopter from the White House, would you want anyone to check with DOD -- however, I doubt if that could be done easily? ? ? ?

If Coyt stayed down there, you would probably have to start back around 2:30 to get here for the 5 o'clock meeting.

Do you want us to get the name of a plane that you might charter to bring you back from Tappahannock?

Or would you want to take Bud Day up on his offkr to fly you back here since he will have the plane leased already?

Then Coyt could drive you back down Saturday morning. Wednesday 3/3/71 MEETING 4/23----weekend

1:15 Call Bud Day's office to advise that you would be (703) 3334000 unable to join him on Thursday (4/22X through the rest of the week) -- as he had suggested.

Checked to see if Friday (4/23) through Saturday morning (4/24) might be all right.

She (Mrs. Virginia Sanders) checked with Mr. Day and he indicated that would he fine and he would be in touch with you personally prior to that time to make definite arrangements.

1 Thursday 2/25/71 lviLE TING • 402/71 4:10 Mr. Scalia advises that last mgnt you made a tentative commitment to go visit Bud Day (Exec.Director of USITA) on Thursday (4/22), and through the remainder of the week.

Could we have a wrong date? That is the day you go , fL rf, Seminar. c hic to Yale for the ". -7 \ • 1 23 ;i(7 1°33

Would you like me to check M. Day s office?

LAY )71/1

Monday 3/1/71 MEETING

2:10 EVA

Mrs. Virginia Sanders, Mr. Day's office, called, the date Mr. Day gave to Mr. Whitehead was April 22nd. If Mr. Whitehead cannot go down then, he would have to consider a later date that would be in July or August.

.(703) 333-2000

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TIDEWATER TELEPHONE COMPANY WARSAW, VIRGINIA 22572

JAMES S. DAY April 20, 1971 AREA CODE 703 PRESIDENT 333-2000

Honorable Clay T. Whitehead White House 1800 G Street, N W Washington, D. C.

Dear Tom:

I am enclosing a copy of our Annual Report for you to review while driving down Friday morning. You will note the map on the inside back cover which is marked to indicate our operating area. I have marked this so that you can approximate when you enter our service area and can appreciate the rural aspects of our area here.

I am very pleased that you are coming and look forward to seeing you on the morning of Friday, April 23.

With warm regards, I am

Sincerely,

James S. Day

JSD:vs

._ Tidewater Telephone Company• Warsaw, Virginia'Annual Report.1970

ANNUAL MEETING OF STOCKHOLDERS . Lowery's Restaurant, Warsaw, Virginia • April 16, 1971 at 3:00 p.m.

Cover Photo: Downing Bridge, Tappahannock To the Stockholders

On behalf of the Board of Directors I am pleased to present this report of our Company's activities for 1970.

I feel that the following pages will furnish a concise and informative summary of the Company's operations for the year and solicit your careful review. Our Annual Meeting will be held at Lowery's Restaurant in Warsaw,

Virginia at 3 o'clock P.M. on April 16, 1971. I hope that as many of you as possible will attend.

The Board of Directors and management gratefully acknowledge the continued support of the Company's employees and stockholders.

Respectfully submitted,

, s s'.<111411

President 2

Highlights 1970 1969 Operating Revenues $ 5,851,803 $ 5,067,072 Operating Expenses 3,380,848 2,965,925 Operating Taxes 363,012 321,685 Other Income 85,406 56,123 Interest and Other Deductions 870,237 614,371 Net Income Before Income Taxes 1,323,112 1,221,214 Provision for Federal Income Taxes 450,382 453,090 Earnings Available for Common Stock 872,730 768,124 *Earnings Per Share Common Stock 1.85 1.63 *Earnings Per Share Common Stock Assuming Full Dilution 1.61 1.58 Shares Common Stock Outstanding 472,611 472,602 Dividends Declared on Common Stock 415,898 373,356 Per Share .88 .79 Property, Plant and Equipment (Before Depreciation Reserve) 28,080,727 24,371,754 Total Assets (Less Reserves) 24,291,780 20,658,217 Long Term Debt: Menhaden Catch Alongside Fishing Steamer First Mortgage Bonds 9,980,000 7,996,000 7% Convertible Subordinated Debentures 2,999,800 3,000,000 Total Long Term Debt 12,979,800 10,996,000 Net Worth (Excludes "Contributions in Aid of Construction") 8,153,459 7,696,426 Book Value Per Common Share 17.25 16.29 Exchanges 25 25 Stations in Service 38,457 36,276

* See Note 5 to the Financial Statements, which explains earnings per share. Stratford Hall Plantation

TELEPHONE GROWTH: A total of 9,874 telephones were installed and 7,693 telephones removed, resulting in a net gain of 2,181 during the year. Orders held for telephone service at the end of 1969 amounted to 835. At the end of 1970 held orders through- out the system amounted to 859. The average net investment for each telephone in service at the end of 1970 was $580, up $59 from the 1969 figure. This increase is due principally to the rising costs of construction. CONSTRUCTION: Total Capital Assets (before depreciation re- serve) at the end of the year amounted to $28,080,727. Gross additions to plant made in 1970 amounted to $5,413,686. Included in the additions to plant were central office equip- ment, $1,477,708; aerial cable, $1,233;016; underground and buried cable, $1,557,424. Other items included buildings, $69,670 and station apparatus and installations, $679,066. A total of 2,150,000 feet of direct buried wire and cable was installed and placed in service during the year. The central office equipment additions included 4100 lines and 7900 terminals of

Local, IV State, 11161, Federal Other Local Service Taxes Revenues Operating the r Expenses 13C 14C 47C Maintenancibh' mi. 23C Expenses 'NEW 4 Misc 2C Employee RetainEarninl Benefits Dividends Toll Service 8C . !Pi Revenues 7C nterest and 47C Depreciation Fixed \ Charges 18C

Source and Distribution of the Revenue Dollar for the Year Ending December 31, 1970 equipment added in 16 offices. Also added during the year were 119 additional inter-exchange circuits which represent an in- crease of approximately 15%.

OPERATING RESULTS: Operating revenues for the years 1969 and 1970 were $5,067,072 and $5,851,803, respectively, an increase of $784,731 or 16%. Operating expense showed an increase of 14% from $2,965,925 to $3,380,848. Of the latter figure, charges to depreciation amounted to $1,099,984, an increase of $121,567 over 1969. The net increase in all other operating expenses amounted to $293,356. Income from operations, amounting to $2,107,943, reflects an increase of 18% from the $1,779,462 for 1969. After the payment of interest, other deductions and income taxes the sum available for dividends for 1970 was $872,730 as compared with $768,124 for 1969. 4 Operating revenues of $5,851,803 and net income of $872,730 after provision for Federal Income Taxes were the highest in the Company's history. The percentage of operating expenses to operating revenues amounted to 57.77%, down .76% from 1969. The program of upgrading our service offering to one and five-party service in accordance with the State Corporation Commission's order of February 17, 1969 was 77% completed at the year end. The completion of this work has been delayed due to labor strikes involving our major equipment supplier. It is expected that this program will be completed about June 1971.

FINANCING: During the past 20 years the Company has exper- ienced a continuing and increasing demand for additional services and improvements in existing services. During the past 5 years to provide the necessary funds for capital expenditures, the OP Company has been successful in selling $2,500,000 principal amount of its First Mortgage Bonds, 57/8% Series K; $2,500,000 principal amount of its First Mortgage Bonds, 8% Series L; $3,000,000 principal amount of its 7% Convertible Subordinated Debentures and 67,514 shares of its Common Stock ($10 par). The Company plans to raise during 1971 approximately $2,- 000,000 from the sale of First Mortgage Bonds and from $3,000,000 to $3,500,000 from the sale of Common Stock. Your Board of Directors at its January 1971 meeting approved a $4,162,779 con- Coles Point Methodist Church struction budget for the current year. Approximately $1,750,000 of this amount is expected to be generated internally from re- tained earnings and depreciation on present plant.

DIVIDENDS: A dividend of 88 per share was paid on outstanding common shares during 1970. A total of $415,898 was paid in dividends. This amounts to 47.65% of the funds available for dividends for 1970 compared with 48.61% for 1969.

TAXES: Social Security, real estate, personal property, and gross receipts taxes for the year amounted to $363,012. Similar pay- ments in 1969 amounted to $321,685. Provision for Federal Taxes on income amounted to $450,382. Total taxes for the years 1969 and 1970 were $774,775 and $813,394 respectively. Taxes collected by the Company during the year and paid to the Federal Government were: Excise taxes on telephone bills col- lected from our customers, $462,252; withholding taxes from em- ployees, $243,723; social security taxes from employees $84,359. EMPLOYEES: At the end of the year the employees of Tidewater Telephone Company numbered 337 as compared to 325 em- ployees at the end of 1969. The Company maintains at no cost to employees, group hospitalization, death benefits, disability benefits, and a pension plan. The Company maintains progressive wage schedules and each employee is considered for upward wage adjustments at regular intervals. In addition to these adjustments, one across the board upward wage adjustment was made during the year. The payroll for 1970 was $1,907,691 com- pared with $1,692,461 for 1969. Our employees are not represented by a union. The Com- munications Workers of America, AFL-CIO, attempted to organize certain of our plant employees and an election ordered by the National Labor Relations Board was held on April 30, 1970. Our employees turned the union away voting 90 against the union and 34 for the union. This was the fourth unsuccessful attempt by this union to organize our employees. 5

_ 4.;

Menhaden Company, inc., Reedville

Union Bank & Trust Co., Ladysmith

Drum Choppers Preparing Land for Tree Planting OPERATING REVENUE OPERATING EXPENSES

8 Millions of Dollars 8 Millions of Dollars

6 6 5.9

4 4

3.3 3.4

2.2

2 2 2.0

6 Balance Sheet 1.2 1.2 .732 .352 .210 December 31, 1970 and 1969 0 1111 1946 1950 1955 1960 1965 1970 1946 1950 1955 1960 1965 1970

Assets

1970 1969 PROPERTY, PLANT AND EQUIPMENT(Notes 1 and 3): Telephone plant in service $27,426,114 $23,045,140 Telephone plant held for future use 5,496 Telephone plant under construction 649,117 1,326,614

28,080,727 • 24,371,754 Less accumulated depreciation 5,782,515 5,443,844

Net property, plant and equipment 22,298,212 18,927,910

CURRENT ASSETS: Cash 188,856 76,056 Funds in hands of fiscal agent 46,194 Accounts receivable and accrued revenues, net 635,169 652,071 Other accounts receivable 105,049 54,593 Materials and supplies at cost or average cost 592,069 517,028 Prepaid expenses 217,742 140,107

Total current assets 1,738,885 1,486,049

DEFERRED CHARGES: Unamortized bond issue expense (Note 2) 235,040 224,583 Other deferred charges 19,643 19,675

Total deferred charges 254,683 244,258

$24,291,780 $20,658,217

See accompanying notes. NET INCOME BEFORE INCOME TAXES TOTAL CAPITAL ASSETS STATIONS IN SERVICE

Thousands of Dollars Thousands of Stations 1800 40 Millions of Dollars 30

211.1

25 I 30

20 I

20 15 i'

10

10 i I

1946 1950 1955 1960 1965 1970 1946 1950 1955 1960 1965 1970

Stockholders' Equity and Liabilities

1970 1969 STOCKHOLDERS' EQUITY: Common stock, $10.00 par value; 1,000,000 shares authorized, 472,611 shares issued at December 31, 1970 and 472,602 shares issued at December 31, 1969 $ 4,726,110 $ 4,726,020 Capital in excess of par value 1,133,326 1,133,216 Retained earnings 2,294,023 1,837,190 Total stockholders' equity 8,153,459 7,696,426

LONG-TERM DEBT DUE AFTER ONE YEAR (Note 3): First mortgage bonds payable 9,894,000 7,910,000 7% convertible subordinated debentures due November 1, 1979 2,999,800 3,000,000 Total long-term debt 12,893,800 10,910,000

CURRENT LIABILITIES: Notes payable—bank 2,300,000 600,000 Accounts payable 312,079 809,202 Customer deposits 31,090 26,480 Advance billings and prepayments 146,847 128,464 Accrued excise and payroll taxes 66,467 26,585 Federal income tax (Note 4) 136,090 Accrued interest on long-term debt 99,595 94,721 Long-term debt due within one year 86,000 86,000 Total current liabilities 3,042,078 1,907,542

DEFERRED INCOME TAXES (Note 4) 49,563 —

CONTRIBUTIONS IN AID OF CONSTRUCTION 152,880 144,249

$24,291,780 $20,658,217

See accompanying notes. Statement of Income

Years ended December 31, 1970 and 1969 1970 1989

OPERATING REVENUES: Local service (Note 7) $2,774,636 $2,443,625 Toll service 2,884,637 2,359,317 Miscellaneous 216,280 279,130 Less provision for uncollectible accounts (23,750) (15,000) 5,851,803 5,067,072

OPERATING EXPENSES: Maintenance expense 784,442 639,314 Depreciation and amortization 1,099,984 978,417 Traffic expense 499,895 425,978 Commercial expense 354,253 316,191 General office salaries and expense 331,487 304,530 Other operating expense 310,787 301,495 3,380,848 2,965,925

OPERATING TAXES: Payroll taxes 31,577 30,037 Real estate, personal property, etc. 331,435 291,648 363,012 321,685 OPERATING INCOME 2,107,943 1,779,462

OTHER INCOME: Interest charged to construction 69,286 50,465 Miscellaneous 16,120 5,658 85,406 56,123

OTHER DEDUCTIONS: Interest on funded debt 787,939 440,069 Other interest deduction 54,376 160,644 Amortization of expense on long-term debt 19,511 6,357 Miscellaneous 8,411 7,301 870,237 614,371 INCOME BEFORE FEDERAL INCOME TAXES 1,323,112 1,221,214

PROVISION FOR INCOME TAXES (Note 4): Federal income-current 400,819 453,090 Federal income-deferred (due to accelerated depreciation) 49,563 450,382 453,090

NET INCOME $ 872,730 $ 768,124 Earnings per common share (Note 5) $1.85 $1.63 Earnings per common share-assuming full dilution (Note 5) $1.61 $1.58

See accompanying notes. Statement of Capital in Excess of Par Value

Years ended December 31, 1970 and 1969 1970 1969 Balance at beginning of year $1,133,216 $1,133,216 Excess over par value due to conversion of $200-7% convertible subordinated debentures to 9 shares of common stock 110 Balance at end of year $1,133,326 $1,133,216

Statement of Retained Earnings

Years ended December 31, 1970 and 1969 1970 1969

Balance at beginning of year $1,837,191 $1,442,422 Net income 872,730 768,124 2,709,921 2,210,546 Dividends: Common stock-88 per share (79i in 1969) 415,898 373,356 Balance at end of year $2,294,023 $1,837,190

Statement of Source and Disposition of Working Capital Years ended December 31, 1970 and 1969 1970 1969 SOURCE: Net income $ 872,730 $ 768,124 Depreciation 1,161,481 1,024,556 Deferred Federal income tax 49,563 Amortization of debt expense 19,511 6,357 Funds derived from operations 2,103,285 1,799,037 Sale of mortgage bonds, series L 2,000,000 500,000 Sale of 7% convertible subordinated debentures 3,000,000 Contributions in aid of construction 8,631 4,047 Salvage from retirement of plant, property, and equipment 334,381 286,516 Miscellaneous other 32 4,446,329 5,589,600 DISPOSITION: Additions to plant, property and equipment 4,741,685 4,171,420 Dividends paid 415,898 373,355 Debt retired, mortgage bonds, series G and H 16,000 16,000 Increase in mortgage bonds payable currently 25,000 Cost of removal of plant, property and equipment 124,479 98,664 Addition to debt expense 29,968 150,716 Miscellaneous other 2,988 5,328,030 4,838,143 INCREASE (DECREASE) IN WORKING CAPITAL ($ 881,701) $ 751,457

See accompanying notes. Arthur Young & Company CERTIFIED PUBLIC ACCOUNTANTS

The Board of Directors and Stockholders Tidewater Telephone Company

We have examined the accompanying balance sheet of Tidewater Telephone Company at December 31, 1970, the related statements of income, retained earnings, capital in excess of par value, and the source and disposition of working capital for the year then ended. Our examination was made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as we considered necessary in the circumstances.

In our opinion, the statements mentioned above present fairly the financial position of Tidewater Telephone Company at December 31, 1970, the results of its operations and source and disposition of its working capital for the year then ended, in conformity with generally accepted accounting principles applied on a basis consistent with that of the preceding year except for the change in accounting for income taxes described in Note 4, with which we concur.

10 January 29, 1971

Entrance, Naval Weapons Laboratory, Dahlgren Yeocomico Episcopal Church, Tucker Hill

Sabine Hall, Warsaw Allen W. Haynie, Haynie Products, Reedville

Purse Boats, Haynie Products, Reedville

Menhaden Fishing Boat, Reedville Notes to Financial Statements

1. Plant and Accumulated Depreciation: Telephone plant is stated at original cost. The Company in its books provides for depreciation by the straight-line method, this amounted to $1,161,481 and $1,024,556 for the years 1970 and 1969 respectively. Such amounts were charged to expense except for a portion initially charged to clearing accounts and distributed to current maintenance and telephone plant accounts. 2. Unamortized Bond Issue Expense: . Bond issue expense is being amortized by annual charges to income over the periods of the bonds. 3. Long-term Debt: Date of December 31 First mortgage bonds: Maturity 1970 1969 Series D-37/8% 1982 $ 500,000 $ 500,000 Series E-33/4% 1982 600,000 600,000 11 Series F-53/4% 1982 500,000 500,000 Series G-51/4% 1983 540,000 546,000 Series H-53/4% 1985 920,000 930,000 Series I-47/8% 1992 950,000 950,000 Series J-43/4% 1992 970,000 970,000 Series K-57/8% 1997 2,500,000 2,500,000 Series L-8% 1999 2,500,000 500,000 Total $9,980,000 $7,996,000 7% Convertible subordinated debentures 1979 $2,999,800 $3,000,000

Pursuant to indentures relating to the first mortgage bonds, the Company is required to make annual payments of $86,000 applicable to bonds of Series G through L. The company may elect to substitute property additions equivalent to 166 2/3% of such part of the. pay- ments as the Company elects not to pay, however, property .additions must be substituted for Series L payments if property additions are substituted for the required payments on Series I, J, or K bonds. Plant properties, with the exception of vehicles, are pledged to secure the mortgage bonds and, under the terms of the bond indenture, as amended, the Company is required to maintain net worth of at least $4,000,000. In January, 1970, $200 of debentures were converted at the current conversion ratio, to nine shares of common stock. 4. Provision for Federal Income Taxes: For Federal income tax purposes, the Company has claimed accelerated depreciation on qualified plant additions made after 1966 and tax expense has been reduced accordingly, except, that provision for deferred Federal income taxes was made in 1970 for the tax difference resulting from the additional depreciation on plant additions made after January 1, 1970. Aggregate additional deprecia- tion claimed since 19L6 resulting from use of the accelerated method amounts to approximately $677,500 of which $100,738 is applicable to 1970 additions. The investment tax credit was used to reduce Federal income taxes each year. These methods are in accordance with prk- tices prescribed by the State Corporation Commission of Virginia and resulted in tax reductions (not deferred) as follows: 1970 1969 Investment tax credit $ 73,076 $ 74,749 Accelerated depreciation 109,212 105,080 $182,288 $179,829 5. Earnings per Share: Bundick's Grain Elevator, Lottsburg Earnings per common share, assuming no dilution, are based on the average shares outstanding during the year. Earnings per common share, assuming full dilution, are based on average shares outstanding for the year, the assumption that all debentures were converted on November 1, 1969, date of the bonds, and taking into account the elimination of related interest expense net of applicable income taxes at current rates. 6. Retirement Plan: The Company maintains a voluntary, non-contributory group annuity retirement plan. Cost of the plan amounted to approximately $66,600 in 1970 and $51,200 in 1969. 7. Rate Change: The Company continued its program of service upgrading begun in 1969 and expects to complete this work in 1971. Rates are increased with the upgraded service. 8. Subsequent Events: The Company plans to sell additional common stock and first mortgage bonds in 1971 and use the proceeds to pay its bank loans and finance new construction. Directors Officers Operating Organization

W. Ransdell Chilton James S. Day James B. Lowery, Jr. Lancaster, Va. President General Plant Manager President Bank of Lancaster Lloyd C. Pulley, Jr. Hugh 0. NoeII Vice-President Bowling Green John Warren Cooke Division Manager Mathews, Va. H. Marston Smith President Murwin Omohundro Inc. Vice-President and J. Tidewater Newspapers, General Counsel Warsaw Division Manager *James S. Day J. Albert Fergusson Warsaw, Va. David W. Smith President Secretary and Treasurer Tidewater Telephone Company Kilmarnock Raymond F. Sullivan, Jr. Division Manager *James E. Galleher Assistant Secretary and Richmond, Va. Assistant Treasurer William L. Smith President Gloucester Galleher & Company, Inc. Division Manager

*James B. Martin Thomas W. Hudson Gloucester, Va. Equipment Supervisor Attorney Ned M. Woolsey Julien J. Mason Engineer Bowling Green, Va. Attorney William R. Brown Construction Supervisor *H. Marston Smith Warsaw, Va. Carrington R. Mothershead Attorney Outside Plant Maintenance Supervisor * Members of the Executive Committee C. Cordell Sanford General Traffic Manager

Mrs. Mary Jane Headley Chief Operator

Mrs. Edna M. Oliff Traffic Supervisor

James L. Hill General Commercial Manager

Mrs. Dorothy T. Douglas General Commercial Supervisor

Tidewater Telephone Company•Warsaw, Virginia Stock Transfer Agent and Registrar • UNITED VIRGINIA BANK/STATE PLANTERS • 900 E. Main St., Richmond, Va. 23214 Company Owned Stations

9,0.4 GREN • FREDERICKSB in AS OF DECEMBER 31, 1970 Service coo k 1.• COLON! BEACH BOWLING GREEN 2,088 Kt S'AGicOaOl CALLAO 1,168 OAK GRO 0 COLONIAL BEACH 1,715 DAHLGREN 2,910 12GLAND ..,.n. DELTAVILLE 885 MONTROSS HAGUE FARNHAM 525 // 0..4..,. OUNTV GLOUCESTER 2,582 1 BOWLING GREEN WARSAW I CALLAO HAGUE 1,370 ,) 1.4 T 1' .• HAYES 2,469 HEATHSVILLE 1 TAPPAHANNOCK.. RIG • HEATHSVI LLE 1,024 I > ) eti2L. r- • IRVINGTON 1,002 FARNHAM •L • COu ",• REEDVILLE KILMARNOCK 2,518 1 KING GEORGE 1,651 KIN& C LIVELY• mANo %-) KING AND QUEEN 818 KING WILLIAMA. , Q )/:,0oL,T,L,MARNOCK• KING WILLIAM 1,375 1 LADYSMITH 978 kse-1 c 0 LIAPA • IRVINGTON LIVELY 1,117 SALUDA E \s- OLD CHURCH I • couNT, COuNTy\,... MATHEWS 3,020 DELTAVILLE POINT MONTROSS 1,138 •ro viel • • OLD CHURCH 646 KING & QUEEN RICHMOND PORT ROYAL 251 REEDVILLE 1,247 . • 1 ( GL CESTER• MATHEWS SALUDA 1,777 •-• /7 411C3) COUNT `-L.) TAPPAHANNOCK 2,585 WARSAW 1,598 •HAYES TOTAL 38,457

LEGEND 1TRANSMISSION CIRCUITS Toll Exchange Center and General Offices Automatic Exchange in Operation Toll Connections with Bell System tEk Toll Microwave Connections Company Owned Toll line Connections Company Owned N. Toll Line Connections Bell Owned

Photo Credits: Cover—Forrest Patton; Page 2—Capt. John D. Deihl; Page 3—Forrest Patton; Page 4—Anne Ferguson; Page 5—Robert Lunsford, Forrest Patton, The Free-Lance Star; Page 10—United States Navy, Forrest Patton, Capt. John D. Deihl; Page 11—Rod Coggin; Back Cover—Forrest Patton. Colonial Grist Mill, Stratford Hall Plantation Please observe the following highway laws and safety suggestions:

SPEED LIMITS RURAL AREAS Passenger Cars and Buses; Pickup or Panel Trucks not ex- MILLS E. GODWIN, JR. ceeding 5000 lbs. gross weight; Utility, Camping and Boat Trailers towed by passenger vehicles and not exceeding 2500 lbs. gross weight; and Motorcycles. Governor Interstate Routes-65 MPH or as posted All Other Routes-55 MPH or as posted STATE Trucks exceeding gross weight of 5000 lbs.; Towed Motor HIGHWAY COMMISSION Vehicles; Towed Trailers (Excluding Utility, Camping and DOUGLAS Boat Trailers weighing less than 2500 lbs. gross weight and B. FUGATE, Commissioner towed by a passenger vehicle) Richmond Interstate Routes-50 MPH or as posted W. RANSDELL CHILTON, Lancaster All Other Routes-45 MPH or as posted WE. AFRRLAED. DFuIT cZKPwA ToRRITCHK,,Ro anoke Overweight and Over-dimensional Equipment and Trucks Norfolk VIRGINIA Interstate & Other Routes- STATE SEAL GEORGE C. LANDRITH, Alexandria 45 MPH or as permit indicates REVERSE Street Scene-Colonial Williamsburg LAWRENCE School Buses— H. McWANE, Lynchburg GEORGE L. BAUGH AN, Interstate Routes-45 MPH All Other Routes-35 MPH VIRGINIA STATE SEAL Luray W. M. School Zones OBVERSE SCLATER,JR., Marion R. S. WEAVER, All Vehicles-25 MPH or as posted JR., Victoria J. E. HARWOOD Mount Vernon, Washington's Home, South of URBAN AREAS Alexandria. Deputy Commissioner & Chief Engineer Stratford Hall, Lee's Birthplace, East of Business, Residential and School Zones State Capitol, Richmond. Home of the Oldest Fredericksburg. Richmond All Vehicles-25 MPH or as posted Continuous Legislative Body in America. .V. CLARKE, Director of Operations Monticello, Jefferson's Home, at Charlottesville. Interstate Routes A. B. EURE, Director of Administration W. S. G. BRITTON Same as Rural Areas unless otherwise posted. Director of Programming & Planning A. K. HUNSBERGER, Director of Engineering District Engineers SPEED CHECKED BY RADAR H. M. MORECOCK,JR., Bristol ROADS PATROLLED WITH COMMONWEALTH OF C. F. KELLAM, Salem MARKED AND UNMARKED CARS J. H. PHILLIPS, Lynchburg L. R. TREAT,JR., Petersburg 0. T. A ICHEL, Fredericksburg C. P. JOHNSTON, Suffolk D. B. HOPE, Culpeper Are you using seat belts: They can save your life. R. C. AMBLER, Staunton Do not drive while under VIRGINIA the influence of intoxicants or drugs. Obey all signs, pavement markings and signals. Drive at a speed that is reasonable and prudent with regard to weather, light conditions, traffic and condition of road. Allow ample COMMONWEALTH time for trips and stop frequently for rest periods. OF VIRGINIA Some of the Old Dominion's Department When approaching from any direction (on undivided or of Highways 1221 East divided roads) a school bus taking on or discharging school Broad Street Richmond 19, Virginia children, STOP and remain stopped until all school children better known Historic Shrines, are clear of the highway. Official State Highway Sky Line Drive, Stony Man Mountain in distance Map Keep to the right of centerline, except when passing. Do not Issued for Free Pinnacle Overlook, Cumberland Gap. Scenic Attractions, Apple Blossom Distribution cross solid barrier line when in your lane. Only cross and Natural Wonders. Festival, Winchester. Maple Syrup Time in Highland County. broken General Stonewall Jackson's Headquarters line when the way is clear at Winchester. The Mariners Mwewm, Newport and you can return to your lane News. Lithographed in U.S.A. prior to entering a NO PASSING zone. Do not drive too close to vehicle in front. Allow sufficient distance to stop Washington's in case of an emergency. Headouart rs Use your signals. Let the other fellow know what you are going to do. LEGEND Dim your lights when meeting or following another vehicle and do not overdrive the reach of your headlights. Do not back onto or park on the main traveled portion of BATTLEFIELDS the highway. Berryville C.FOREST CAMPS, CABINS OR CAMPING Keep your vehicle in safe operating condition—especially tires, lights, signals, brakes and steering Crystal mechanism. V WAYSIDES Caverns VIRGINIA Parking, stopping and driving on shoulders of INTER- STATE ROUTES are prohibited except for emergencies. CAVERNS 7 Strasburg cKsON Skyline Arlington -Caverns Front Royal Mansion REPORTING ACCIDENTS 55 Lee 'George Washington Woodstock National Memorial Fairfax Nat'l Masonic Memorial The law requires that the driver, or occupants, if the driver is physically incapable, of any motor vehicle involved in a traffic Haymarket Alexandria accident resulting in the death or injury of any person or prop- anasass National erty damage in the amount of $100.00 or more shall make a Shenandoah Y Battlefield Park written report within 5 Caverns Warrento I Mt. Vernon days to the Virginia Division of Motor One of Virginia's Beautiful Caverns. Vehicles, Richmond, Virginia. New Market , Battlefield Park Woodlawn 1. Stop at once and render all assistance you can. Thoroughbred New Market Horse 2. In the event of an accident, notify immediately a state Endless Country DOGWOOD, Caverns kyland trooper, sheriff, or other police official or the local police STATE FLOWER Melrose Civil War if accident occurs in city or town. useMuseum & Caverns Home of Gunston Hall 3. Get the name, Pohick Church address and operator's or chauffeur's li- CARDINAL, Mary Washington cense number and description of all other cars involved Culpeper and STATE BIRD the name and address of any persons injured. Get Harrisonburg Skyline Drive Potomac Beach exact description of location of accident such as routes, Colonial Beach Massanutten• Elkton streets, city, county and distance to Caverns George Washington nearest street, route, •ci Birthplace National Monument house number, bridge, railroad crossing, alley, driveway s•tvoc). Kenmore or other identifying Grand Wilderness landmarks. This is necessary in order Caverns to make a complete and detailed report of the accident. Chancellorsville Natural Chimneys kfki;t 4. Accident report forms can be obtained from the Division Fredelicksbur The MacArthur Memorial—Norfolk of Motor Vehicles, Grottoes Fredericksburg & Spotsylv nia state police, local police departments, Orange National Military Park sheriffs, garages and insurance offices. Spotsylvania (Wakefield) Westmorland State Park State Police or other enforcement Scotchtown 's officers can be located North CHESAPEAKE through the local telephone operators or University of Virginia Ls- Birthplace as follows: Gordonsville

Birthplace Bowling Green %.4 LeHea,Isl BAY of Charlottesville Warm Springs Goshen 'Woodrow Wilson RE. VIRGINIA DEPARTMENT OF STATE POLICE Pass Birth plac Hot Springs Greenville° ars.w (9 340 113 Division Route Location Tappahannock Telephone Douthat One 1 4 Miles 1.° Reed V North Richmond 266-2441 Humpback Bridge, 3 Miles West of Covington on U.S. Rt. 60. State •••• Chincoteague Two 15 4 Miles North Culpeper 825-8315 Park V AP -(1\ Island Three 460 2 Miles West Appomattox 352-7128 V.M.I. Rock Fishing Debtor's Prison Four 11 5 Miles East Wytheville 228-3131 Five 13 5 Miles South of Clifton Forge Lovingston Monticello Soft Shell Crabs Route 58— 420-3410 Christ Church Chesapeake Lex:ingt onlAiphington & Lee University 1732 Onancock Accomac Six 11 3 Miles West Salem 389-5452

Urbanna Wachapreague Ash Lawn Plantation Strawberry Region home of James Monroe Saluda DRIVE SAFELY AND ENJOY YOUR TRIP James Monroe Law Office Natural Bridge West OVER VIRGINIA'S and Museum Fredericksburg. Point HIGHWAYS Breaks Interstate Park Del tavi Potato Region WASH. HA '1,4/R7- Oysters Richmond Nat I Crabtree Battlefield Park Falls-Nelson Co. Demon I Mine sWai lly iiesr,Mst.., Mathews Bedford 1159: p.F Q.,.k OFFICIAL STATE ark & Lake ,_....? ""c Whitehouse of Eastville HIGHWAY MAP TR Au Creek ‘‘oi- the Confederacy Bayside Appomattox Battlefield O. DEPARTMENT OF Lynchburg ON Pocahontas HIGHWAYS Park po Yorktown Pocahontas rofil State Park Monument Cape Charles Elks National CHAR MOSES Farmville Mountain Bedford S T. 1968 Lake Home MEMORIAL_ H Y. Longwood College opewell aoucester oint c• ATLANTIC Bluefield Yorktow Goodwin Battle isle Lake Burkeville of Toe •Scotland Caverns VIRGINIA PAVEMENT (Rec. Area) Crater Surry Mariners Kiptop6ke MARKING Old Fort B/e, Witten Smith , Museum WAYSIDES Mountain Five / Chesapeakeeh Lake Forks FOR PARKING AND PICNICKING If. Chiswell Radford Christiansburg Old Quaker Meeting House \-15, X•4 Bay Bridge -Tunnel Bland et:, Hampton Jefferson Davis 9semat (Under Monument Booker T Petersburg Control of the Virginia Department of Highways) Washington Shrine OCEAN Rhododendron Keysville Nat'l Waverly 031r d Point Comfort ROUTE Woodrow Wilson's B. F. BUCHANAN -, Pulaski Prince LOCATION Birthplace at Staunton. 44.1 Military Park Smithfield -r Hampton Rio ds / HWY Lake Seashore State Park 1 "Stafford," Edward Home of Newport ---"Bridge-Tunnel 1 mile north of Stafford. ws Claytor Lake Rocky Mount State Park Famous --SNews Willoughb Cape Henry 1 "North Anna," 10 miles north of Ashland. Wytheville State Park Hams LI Memorial Library Gretna MLcuArk etshur 1 "Little River," 6 miles north of Ashland. St. orfolk 1 "Falling Church Virginia Beach Creek," 2 miles south of Richmond. Floyd Last Capitol 1 "Meherrin River," 7 miles north of South Hill. s of The 1 "Mecklenburg," 6 miles south of South Hill. Confederacy ,or 2 & 301 "Hanover," 9 Phliport Tobacco miles north of Richmond. ws Lawrenceville Peanut Region 5 "Plantation," 8 miles north foil Dom Halifax of Charles City ( BUS Court House. White Top Mountain Cumberland Southwest Mt. Rogers Tobacco John H Kerr 58 Suf olk 6 "Goochland," mile east Gap Virginia 5520 Ft. Hill of George's Tavern. National Historic Abingdon 5719 Ft. Fairy Stone Dam uth 6 "Temperance," 10 miles Museum west of Fork Union. Park ,State Park H wy Franklin Lake 7 Natural Tunnel Galax DAVIS Drummond "Catoctin," 1 mile west of Route 9. Cumberland St. Paul's Gap Lover's • Martinsville 11 "Cedar Creek," 1 mile Bristol Leap Stuart South Church north of Strasburg. ws Boston 11 "Sam Houston," 5 miles north of Lexington. Tobacco Lake Dismal Swamp ••••• Clarksville Pass only if broken 11 "Roanoke River," 6 miles south of Salem. s Pinnacles Danville Gaston line is on your side and way is clear. 11 "Montgomery," 5 miles north of Christians- of Dan burg. 11 "Pulaski," 2 miles south of Pulaski. 11 "George L. Carter Memorial," 11 miles east of Wytheville. ws 13 "Accomack," 4 miles north of Accomac. ws 14 "Welford-Taliaferro," 2 miles east of Gloucester Court House. 15 "Carys Creek," 1 1A miles north of Dixie. 19 "John Douglas," 10 miles west of Abingdon. s 24 "Appomattox," at Appomattox Surrender Grounds. 29 "C. W. Kestner" Wayside, 1 mile west of Cul- peper 29 "Nelson," 7 miles north of Lovingston. 29 "Pittsylvania," 2 miles south of Altavista. ws 33 "Ground Squirrel," Smiles south of Montpelier. 39 "Goshen Pass," 16 miles north of Lexington. ws VIRGINIA 58 "Lovers Leap," west of Stuart. NAMED FOR ELIZABETH, VIRGIN QUEEN OF Do not pass if a single or double solid line is on your side. 60 "Toe Ink," 13 miles east of Richmond. ENGLAND, VIRGINIA IS THE PROUD MOTHER 60 "Robert E. Lee," 2 miles east of Buckingham OF STATES AND STATESMEN, FROM HER Court House. ws ORIGINAL TERRITORY, EIGHT STATES WERE 60 "Amherst," 6 miles east of Amherst. ws CARVED. HER FAMOUS SONS ARE MANY. 60 "Ben Salem," 1 mile west of Buena Vista. HERE WAS THE FIRST PERMANENT ENG- 60 "Long Mountain," 8 miles east of Buena Vista. LISH SETTLEMENT IN AMERICA, AND HERE 60 "Humpback Bridge," 3 miles west of Coving- WAS THE FIRST REPRESENTATIVE ASSEM- ton. ws BLY IN THE NEW WORLD. 100 "Dublin," 5 miles north of Dublin. 100 "Farley Memorial," 4 miles south of Pearis- burg. s Virginia 250 "Afton," near Afton. Museum of Fine Arts, Richmond. Gunston Hall--Home of George 301 "Dahlgren," at Potomac River. ws Mason, author of the Bill of Rights 311 "Peters Mountain," at West Virginia Line. 311 "Pott's Mountain," 12 miles north of New Castle. Berkeley–Built in 1726. The Birthplace of Benijamin and Natural Bridge, on U.S. Route 11, 340 "Potoma," at the Potomac River. William Henry Harrison. South Used by Gen. McClellan as Headquarters 460 "Oxford Furnace," 5 miles east of Lexington. of Lynchburg. A Typical Scene of Virginia's Beaches. for the Union Troops, 1862. "Taps" Composed Here in 1862. w - Drinking Water Available. Chesapeake Bay Bridge Tunnel U.S. Route 13. s - Sanitary Facilities Available. HISTORICAL MARKER In mountainous areas pass only if the way is clear.