(1) Thomas V. Brown, (2) Marinan R. Mays, (3) John R. Foster, (4) Jimmy A. Russell, (5) Russell M. Robinson, II, (6) H. Lee Thrash, III, (7) John D. Munford, (8) Dennis M. Love, (9) Barry A. Smedstad, (10) Edward G. Schmitt, (11) James H. Hance, (12) Ralph M. Holt, Jr., (13) James E. Rogers, (14) Bob M. Prillaman, (15) James L. Walden, (16) Robert G. Griffin (legal counsel).

Board of Directors

Russell M. Robinson, II (1)
Chairman of the Board
Partner, Robinson, Bradshaw & Hinson, P.A.

Thomas V. Brown (1)
President and Chief Executive Officer

James H. Hance, Jr. (2)
Vice Chairman and Chief Financial Officer
Bank of America

Ralph M. Holt, Jr. (2)
Chairman and Chief Executive Officer
Holt Hosiery Mills
Burlington, North Carolina

Dennis M. Love* (3)
President and Chief Executive Officer
Printpack Inc.
Atlanta, Georgia

John D. Munford (3)
Vice Chairman, Retired
Union Camp Corporation
Virginia Beach, Virginia

Bob M. Prillaman
Senior Vice President (Retired)
Caraustar Industries, Inc.

James E. Rogers (2,3)
President, SCI Investors Inc.
Richmond, Virginia

H. Lee Thrash, III
Vice President, Planning and Development and Chief Financial Officer

1 Executive Committee
2 Audit Committee
3 Compensation and Employee Benefits Committee
*Elected to Board of Directors February, 1999

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IN MEMORIAM It is with a sense of deep sorrow and loss that we remember Caraustar Board Director Maxine Francis Forrest, who died on May 26, 1998. Maxine was the granddaughter of Ross Puette, the founder of what is now Caraustar Industries, Inc. She had been a member of Caraustar's Board of Directors since 1990. We are grateful for the numerous significant contributions to Caraustar's growth and success Maxine made as a Director of the company. For the last several years she was also administrator for the Lucille P. and Edward C. Giles Scholarship Foundation, which provides scholarship opportunities for children and descendants of Caraustar employees. Maxine will be remembered for her good humor, caring personality, and genuine enthusiasm for seeing Caraustar and its people grow and prosper.

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Corporate Officers

Thomas V. Brown
President and Chief Executive Officer

John R. Foster
Vice President, Sales and Marketing

Marinan R. Mays
Corporate Secretary and Manager Administrative Services

Jimmy A. Russell
Vice President, Tubes, Cores, Composite Containers and Specialty Products

Edward G. Schmitt
Vice President, Mills

Barry A. Smedstad
Vice President, Human Resources and Public Relations

H. Lee Thrash, III
Vice President, Planning and Development and Chief Financial Officer

James L. Walden
Vice President, Carton and Custom Packaging