-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GPpZZ7YD+MWyy5L7dSZTn644vt/gFTSQvCuSRVB7g9s9MkqWxzglJsl7kB53k+Uq EJ44GqdAjxhwm2K3gCDs+A== 0000910662-97-000073.txt : 19970515 0000910662-97-000073.hdr.sgml : 19970515 ACCESSION NUMBER: 0000910662-97-000073 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19970514 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PROVIDENT COMPANIES INC /DE/ CENTRAL INDEX KEY: 0000005513 STANDARD INDUSTRIAL CLASSIFICATION: ACCIDENT & HEALTH INSURANCE [6321] IRS NUMBER: 621598430 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-45763 FILM NUMBER: 97603139 BUSINESS ADDRESS: STREET 1: 1 FOUNTAIN SQUARE CITY: CHATTANOOGA STATE: TN ZIP: 37402 BUSINESS PHONE: 6157551011 MAIL ADDRESS: STREET 1: ONE FOUNTAIN SQUARE CITY: CHATTANOOGA STATE: TN ZIP: 37402 FORMER COMPANY: FORMER CONFORMED NAME: PROVIDENT LIFE & ACCIDENT INSURANCE CO OF AMERICA DATE OF NAME CHANGE: 19950407 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HEFFNER CHARLOTTE M CENTRAL INDEX KEY: 0000925187 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 3655 RANDALL HALL NW CITY: ATLANTA STATE: GA ZIP: 30327 BUSINESS PHONE: 4042337238 MAIL ADDRESS: STREET 1: 3655 RANDALL HALL NW CITY: ATLANTA STATE: GA ZIP: 30327 SC 13D/A 1 SCHEDULE 13D/A2 PROVIDENT COMPANIES/C.M. HEFFNER UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* PROVIDENT COMPANIES, INC. ------------------------- (Name of Issuer) Common Stock, par value $1.00 per share --------------------------------------- (Title of Class of Securities) 743862 10 4 ----------- (CUSIP Number) Stephen V. Burger Carter, Ledyard & Milburn 2 Wall Street, New York, New York 10005 (212) 732-3200 -------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 31, 1996 ------------ (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d- 1(b)(3) or (4), check the following box [ ]. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 743862 10 4 1 NAME OF REPORTING PERSON: CHARLOTTE MACLELLAN HEFFNER S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [ ] (b) [x] 3 SEC USE ONLY 4 SOURCE OF FUNDS: NOT APPLICABLE 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e): [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION: UNITED STATES NUMBER OF 7 SOLE VOTING POWER: 1,203,137 SHARES* SHARES BENEFICIALLY 8 SHARED VOTING POWER: 10,629,357 SHARES OWNED BY EACH 9 SOLE DISPOSITIVE POWER: 460,102 SHARES* REPORTING PERSON WITH 10 SHARED DISPOSITIVE POWER: 11,484,132 SHARES 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 11,944,234 SHARES* 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [x] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 17.81% 14 TYPE OF REPORTING PERSON: IN - -------- *Including 2,500 shares issuable upon exercise of options. - 2 - This Amendment No. 2 to the Schedule 13D of Charlotte Maclellan Heffner ("Mrs. Heffner") is being filed as a result of certain agreements to which she is a party in connection with the acquisition of The Paul Revere Corporation ("Revere") by Provident Companies, Inc. (the "Issuer") pursuant to an Amended and Restated Agreement and Plan of Merger dated as of April 29, 1996, by and among the Issuer, Patriot Acquisition Corporation and Revere (the "Merger Agreement"). Capitalized terms used but not defined herein shall have the same meanings as in this Schedule 13D filing prior to this Amendment No. 2. Item 4. Purpose of the Transaction ITEM 4 OF THIS STATEMENT IS HEREBY AMENDED AND RESTATED TO READ IN ITS ENTIRETY AS FOLLOWS: On March 27, 1997, the Issuer completed its acquisition of Revere pursuant to the Merger Agreement (the "Acquisition"). Also on that date, pursuant to an Amended and Restated Common Stock Purchase Agreement dated as of May 31, 1996 (the "Zurich Agreement"), between the Issuer and Zurich Insurance Company ("Zurich"), Zurich purchased 9,523,810 shares of Common Stock (the "Zurich Shares") for an aggregate cash price of $300 million. The net proceeds from the Zurich Agreement were used by the Issuer to fund a portion of the cash payments being made to Revere stockholders in connection with the Acquisition. Mrs. Heffner is a party to the following five agreements which are related to the Merger Agreement and the Zurich Agreement: - 3 - 1. Voting Agreement To implement the Acquisition, it was necessary for the Issuer to obtain the approval of its stockholders for (i) an amendment to the Issuer's certificate of incorporation to in crease its authorized capital (the "Charter Amendment") and (ii) the issuance of Common Stock pursuant to the Merger Agreement. Such approval was obtained at a Special Meeting of the Stockholders of the Issuer held on December 31, 1996 (the "Special Meeting"). At the Special Meeting, pursuant to an Amended and Restated Voting Agreement dated as of April 29, 1996, among Textron Inc., the principal stockholder of Revere ("Textron"), Revere and certain stockholders of the Issuer including Mrs. Heffner (the "Voting Agreement"), Mrs. Heffner voted 457,602 shares of Common Stock of the Issuer which she owned of record and beneficially in favor of the Charter Amendment and the issuance of Common Stock pursuant to the Merger Agreement. The Voting Agreement was also signed, in each case with Mrs. Heffner's consent as a co-trustee, by The Maclellan Foundation, Inc. (the "Foundation") (see paragraph (2) of Item 5(a) and (b) below) and two trusts -- the R.J. Maclellan Trust for the Hugh O. Maclellan, Sr. Family and the Cora L. Maclellan Trust for the Hugh O. Maclellan, Sr. Family (collectively, the "Maclellan Trusts") (see paragraph (3) of Item 5(a) and (b) below). At the Special Meeting, pursuant to the Voting Agreement, the Foundation and the Maclellan Trusts voted the shares of Common Stock which they owned of record and beneficially (an aggregate of 9,368,609 - 4 - shares) in favor of the Charter Amendment and the issuance of Common Stock pursuant to the Merger Agreement. 2. Maclellan Family Stockholder Agreement Zurich entered into an Agreement dated as of May 31, 1996 (the "Family Stockholder Agreement") with the Foundation, trusts for the benefit of the Foundation, certain members of the Maclellan family including Mrs. Heffner, and certain trusts connected with the Maclellan family (collectively, the "Maclellan Stockholders"). Pursuant to the Family Stockholder Agreement, certain of the Maclellan Stockholders, including Mrs. Heffner, voted all the shares of Common Stock beneficially owned by them (an aggregate of approximately 18,350,000 shares) at the Special Meeting in favor of the Merger Agreement and the transactions contemplated thereby, including the Charter Amendment, and in favor of the transactions contemplated by the Zurich Agreements. Also in the Family Stockholder Agreement, each of the Maclellan Stockholders agreed that, until the earlier of (i) such time as Zurich and its affiliates beneficially own less than 5% of the Issuer's voting securities (as defined), and (ii) March 27, 2004, such Maclellan Stockholder will, prior to making any sale or transfer of shares of Common Stock, give Zurich notice of any intention to sell or transfer and the terms of such intended sale or transfer. Zurich will then have the right to purchase such shares at the same terms. This right of first offer is not applicable to the transfer of shares (x) pursuant to a change of control (as defined in the Family Stockholder Agreement), (y) - 5 - pursuant to certain permitted transfers, including transfers among Maclellan Stockholders, and (z) in connection with any sale of at least 70% of the shares then held by the Maclellan Stockholders pursuant to a firm commitment underwritten registration under the Securities Act of 1933. Notwithstanding its rights of first offer under the Family Stockholder Agreement, Zurich has undertaken to the Issuer that in general, until March 27, 2004, Zurich and its affiliates will not acquire "Voting Securities" of the Issuer (defined as all classes of capital stock of the Issuer which are then entitled to vote generally in the election of directors)* in amounts which would cause the percentage of Zurich's voting power in the election of the Issuer's directors ("Voting Power") to exceed the percentage of Voting Power represented by the Zurich Shares immediately following the consummation of the Merger and the issuance of the Zurich Shares (the "Initial Threshold Percent age"). Mrs. Heffner has been advised by the Issuer that the Initial Threshold Percentage is approximately 14.24%. However, Zurich and its affiliates are not prohibited from acquiring Voting Securities that would cause Zurich and its affiliates to exceed the Initial Threshold Percentage if (i) such Voting Securities are acquired from the Maclellan Stockholders or are acquired from Textron (with certain restrictions and limitations) - -------- *Currently, the outstanding shares of Common Stock are the only outstanding Voting Securities of the Issuer. - 6 - or are acquired from other persons under certain limited circumstances, and (ii) after giving effect to such acquisition of Voting Securities, Zurich and its affiliates would not beneficially own Voting Securities of the Issuer representing more than 40% of the outstanding Voting Power. Notwithstanding the foregoing, Zurich may acquire Voting Securities from the Maclellan Stockholders in amounts that exceed the 40% limitation if Zurich first offers to purchase all of the outstanding Voting Securities of the Issuer at the same price pursuant to either a tender offer to all stockholders or a binding merger agreement. 3. Family Stockholder Supplementary Agreement In an effort to coordinate sales of shares of Common Stock by the Maclellan Stockholders, the Maclellan Stockholders have entered into a Family Stockholder Supplementary Agreement dated as of April 21, 1997 (the "Supplementary Agreement"). Under the Supplementary Agreement, which will terminate upon the termination of the Family Stockholder Agreement, in the event that a Maclellan Stockholder receives an unsolicited purchase offer from Zurich or any other person that such Maclellan Stock holder intends to accept, and such offer is to acquire more than $250,000 of Common Stock, such Maclellan Stockholder (the "Notifying Stockholder") shall use reasonable efforts to promptly notify all other Maclellan Stockholders of such purchase offer, specifying the number of shares of Common Stock that the purchaser has offered to purchase and the amount of consideration offered per share, and shall use its reasonable efforts to permit - 7 - the other Maclellan Stockholders to participate with the Notifying Stockholder in a sale of Common Stock to the purchaser. If one or more other Maclellan Stockholders decide to participate in such a sale, and the aggregate number of shares that all Maclellan Stockholders desire to sell exceeds the purchaser's offer, the number of shares of Common Stock to be sold by each participating Maclellan Stockholder will be in the same proportion that the number of shares offered for sale by each such Maclellan Stockholder bears to the total number of shares offered for sale by all Maclellan Stockholders, so that the resultant aggregate number of shares to be offered for sale shall be equal to the purchaser's offer. Notwithstanding the foregoing, any Maclellan Stockholder may initiate and consummate a sale of Common Stock to any person. 4. Registration Rights Agreement As an inducement to the Maclellan Stockholders to enter into the Family Stockholder Agreement, the Issuer entered into a Registration Rights Agreement dated as of May 31, 1996 (the "Registration Rights Agreement") with the Maclellan Stockholders, pursuant to which, subject to certain conditions and limitations, the Issuer agreed to register under the Securities Act of 1933 the sale of the shares of Common Stock now or hereafter held by one or more Maclellan Stockholders. In general, the Issuer has granted the Maclellan Stockholders "demand" registration rights to request eight - 8 - separate registrations, each of which must cover (A) shares of Common Stock having an aggregate expected offering price of at least $10,000,000, or (B) all the shares of Common Stock then held by the Maclellan Stockholders. "Blackout" periods which have the effect of delaying a demand registration (either because it would adversely affect a pending public offering of securities by the Company, or because the filing of a demand registration statement would require disclosure of material information which the Issuer has a bona fide business purpose for preserving as confidential) are provided for limited periods. The Registration Agreement also grants the Maclellan Stockholders "piggyback" registration rights to have any or all of their shares of Common Stock included in any registration statement filed by the Issuer for a public sale of its Voting Equity Securities (as defined), subject to limitations determined by the managing underwriter of an underwritten offering to be necessary for the successful marketing of the securities being distributed by underwriters. 5. Lock-Up Agreement Pursuant to the Merger Agreement, the 37,500,000 shares of Revere common stock owned by Textron were converted at the effective time of the Acquisition into $750 million in cash and 5,917,500 shares of Common Stock (the "Textron Shares"). Textron agreed to use its reasonable efforts to sell for cash all the Textron Shares as soon as practicable after the Acquisition, subject to certain conditions. Textron sold the Textron Shares - 9 - on May 6, 1997, pursuant to a firm commitment underwritten public offering (the "Textron Offering"). In furtherance of the Textron Offering, each Maclellan Stockholder holding more than 50,000 shares of Common Stock, including Mrs. Heffner, has entered into an agreement (the "Lock-Up Agreement"), which provides that, without the prior written consent of Morgan Stanley & Co. Incorporated ("Morgan Stanley"), on behalf of the underwriters of the Textron Offering, such Maclellan Stockholders will not, prior to August 4, 1997, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (provided that such shares or securities were acquired by them prior to or in connection with the Textron Offering), or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such shares of Common Stock. However, a Maclellan Stockholder may dispose of any shares of Common Stock or securities convertible into or exercisable or exchangeable for shares of Common Stock (A) pursuant to a bona fide gift between or among family members or the estate of such stockholder (including any transfer by such stockholder to or among any trust, foundation, custodial or other similar accounts or funds in which such stockholder or other - 10 - member of his or her family serves as trustee or custodian or in a similar fiduciary capacity, or to a trust created by any such stockholder which has a member of his or her immediate family as a beneficiary) and (B) pursuant to any transfer to any organization, which transfer qualifies for the federal income tax charitable deduction at the time of such transfer; provided that in the case of (A) or (B) above, the transferee is then bound by or agrees to be bound by the restrictions described in this paragraph from the date of such transfer until August 4, 1997. In addition, the Maclellan Stockholders agreed that, without the prior written consent of Morgan Stanley on behalf of the under- writers, such stockholders will not, prior to August 4, 1997, make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. * * * Apart from the foregoing, Mrs. Heffner currently has no plan or proposal, as a stockholder of the Issuer, which relates to or would result in: (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization, or liquidation, involving the Issuer or any of its subsidiaries; - 11 - (c) a sale or transfer of a material amount of the assets of the Issuer or any of its subsidiaries; (d) any change in the present board of directors or management of the Issuer, including any plan or proposal to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure; (g) changes in the Issuer's charter or by-laws or other actions which may impede the acquisition of control of the Issuer by any person; (h) a class of securities of the Issuer being delisted from a national securities exchange or ceasing to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934 (the "Exchange Act"); or (j) any action similar to any of those enumerated above. However, such plans or proposals may have been considered, and may from time to time hereafter be considered, by Mrs. Heffner in her capacity as a director of the Issuer. - 12 - Item 5. Interest in Securities of the Issuer ITEM 5 OF THIS STATEMENT IS HEREBY AMENDED AND RESTATED TO READ IN ITS ENTIRETY AS FOLLOWS: (a) and (b) Mrs. Heffner is the beneficial owner of an aggregate of 11,944,234 shares of Common Stock, or approximately 17.81% of the 67,048,106 shares of Common Stock which, the Issuer's transfer agent has advised Mrs. Heffner, were outstanding on May 6, 1997 (plus the 2,500 issuable shares referred to in paragraph (1) below). Of these shares, Mrs. Heffner: (1) is the direct beneficial owner of, and has sole voting and dispositive power with respect to, 460,102 shares of Common Stock, including 2,500 shares issuable to her upon exercise of options granted to her as a non-employee director of the Issuer; (2) may be deemed an indirect beneficial owner of 8,027,156 shares of Common Stock held by the Foundation, of which Mrs. Heffner is a trustee and as such shares voting and dispositive power over such shares with co-trustees Ronald W. Blue, Frank A. Brock, G. Richard Hostetter, Hugh O. Maclellan, Jr., Kathrina H. Maclellan, Robert H. Maclellan and A.S. MacMillan; (3) may be deemed an indirect beneficial owner of 1,253,095 shares of Common Stock held by the Maclellan Trusts, of which Mrs. Heffner is a trustee and as such shares voting power over such shares with co-trustees Hugh - 13 - O. Maclellan, Jr. and Thomas H. McCallie, III and shares dispositive power over such shares with co-trustees Hugh O. Maclellan, Jr., Thomas H. McCallie, III and SunTrust Bank Chattanooga, N.A.; (4) may be deemed an indirect beneficial owner of 820,000 shares of Common Stock held by six trusts of which Mrs. Heffner is a trustee and as such shares voting power with co-trustee Hugh O. Maclellan, Jr. and shares dispositive power over such shares with co-trustees Hugh O. Maclellan, Jr., Lee S. Anderson and John C. Stophel; (5) may be deemed an indirect beneficial owner of 50,000 shares of Common Stock held by the estate of her father, Hugh O. Maclellan, Sr., of which Mrs. Heffner is an executor and as such shares dispositive power over such shares with co-executors Hugh O. Maclellan, Jr. and A.S. MacMillan; (6) may be deemed an indirect beneficial owner of 148,340 shares of Common Stock held by two trusts of which Mrs. Heffner is a trustee and as such has sole voting power over such shares and shares dispositive power over such shares with co-trustee SunTrust Bank Chattanooga, N.A.; (7) may be deemed an indirect beneficial owner of 392,706 shares of Common Stock held by the Hugh and Charlotte Maclellan Charitable Trust, of which Mrs. Heffner is a trustee and as such shares voting and dispositive power over such shares with co-trustees Lee S. Anderson, Frank A. - 14 - Brock, Henry A. Henegar, Hugh O. Maclellan, Jr. and John C. Stophel; (8) may be deemed an indirect beneficial owner of 69,200 shares of Common Stock held by a trust of which Mrs. Heffner is a trustee and as such shares voting and dispositive power over such shares with co-trustee Hugh O. Maclellan, Jr.; (9) may be deemed an indirect beneficial owner of 67,200 shares of Common Stock held by a trust of which Mrs. Heffner is a trustee and as such shares voting power with co-trustee Hugh O. Maclellan, Jr. and shares dispositive power with co-trustees Hugh O. Maclellan, Jr. and U.S. Trust Company of Florida Savings Bank; (10) may be deemed an indirect beneficial owner of 61,740 shares of Common Stock held by two trusts of which Mrs. Heffner is a trustee and as such shares dispositive power over such shares with co-trustee Hugh O. Maclellan, Jr.; (11) may be deemed an indirect beneficial owner of 300,000 shares of Common Stock held by the Heffner Trust, of which Mrs. Heffner is a trustee and as such has sole voting power over such shares and shares dispositive power over such shares with co-trustee Richard L. Heffner; and (12) may be deemed an indirect beneficial owner of 294,695 shares of Common Stock held by a trust of which Mrs. Heffner is a trustee and as such has sole voting power over - 15 - such shares and shares dispositive power over such shares with co-trustee SunTrust Bank Chattanooga, N.A. On the basis of the foregoing, Mrs. Heffner may be deemed to have sole voting power over 1,203,137 shares of Common Stock, shared voting power over 10,629,357 shares of Common Stock, sole dispositive power over 460,102 shares of Common Stock, and shared dispositive power over 11,484,132 shares of Common Stock. Richard L. Heffner, Mrs. Heffner's husband, is the direct beneficial owner of 32,832 shares of Common Stock, as to which shares Mrs. Heffner disclaims beneficial ownership. Certain members of the Maclellan family, including Mrs. Heffner, and trusts and charitable organizations affiliated with them have been prominent in the stock ownership and management of the Issuer and its predecessor companies since 1887. Mrs. Heffner hereby disclaims that she and other members of the Maclellan family constitute a "group" of beneficial owners of Common Stock as such term is used in Section 13(d) of the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder. The following information required by Item 2 of Schedule 13D is provided to the best of Mrs. Heffner's knowledge with respect to those persons named above in this Item 5 who share voting and/or dispositive power with Mrs. Heffner over any shares of Common Stock: - 16 - The Maclellan Foundation, Inc. (the "Foundation"), a Tennessee corporation, is a charitable organization treated as a private foundation for federal income tax purposes. The address of its principal business and principal office is 501 Provident Building, One Fountain Square, Chattanooga, Tennessee 37402. SunTrust Bank Chattanooga, N.A. is a national banking association. The address of its principal business and principal office is the SunTrust Bank Building, 736 Market Street, Chattanooga, Tennessee 37401. SunTrust Bank Chattanooga is a wholly-owned subsidiary of SunTrust Banks, Inc., a Georgia corporation and bank holding company the principal office of which is located at 25 Park Place N.E., Atlanta, Georgia 30303. Additional information concerning SunTrust Banks, Inc. and its management can be found in the reports filed by it pursuant to Section 13(a) of the Exchange Act (Commission File No. 1-8918). U.S. Trust Company of Florida Savings Bank is a savings bank organized under the laws of Florida. The address of its principal business and principal office is 132 Royal Palm Way, Palm Beach, Florida 33480. U.S. Trust Company of Florida Savings Bank is a wholly-owned subsidiary of U.S. Trust Corporation, a New York corporation and bank holding company, the principal office of which is located at 114 West 47th Street, New York, New York 10036-1532. Additional information concerning U.S. Trust Corporation and its management can be found in the reports filed by it pursuant to Section 13(a) of the Exchange Act (Commission File No. 0-20469). - 17 - Lee S. Anderson is principally employed as the Managing Editor of the Chattanooga News-Free Press, the principal address of which is 400 E. 11th Street, Chattanooga, Tennessee 37402. Ronald W. Blue is principally employed as Managing Partner of Ronald Blue & Associates, a financial planning firm, the principal address of which is Suite 600, 1100 Johnson Ferry Road N.E., Atlanta, Georgia 30342. Frank A. Brock is principally employed as President of Covenant College, the principal address of which is Scenic Highway, Lookout Mountain, Georgia 30750. Richard L. Heffner is retired. His residence address is 3655 Randall Hall, N.W., Atlanta, Georgia 30327. Henry A. Henegar is principally employed as Executive Director of the Chattanooga Bible Institute, the principal address of which is 1001 McCallie Avenue, Chattanooga, Tennessee 37403. G. Richard Hostetter is principally employed as a partner in Whitfield, Mills, Ragland & Hostetter, Inc., an investment firm, the principal address of which is 309 High Street, Chattanooga, Tennessee 37401. Hugh O. Maclellan, Jr. is principally employed as Chairman of the Executive Committee of the Board of Directors of the Issuer and certain of its subsidiaries. His business address is 501 Provident Building, One Fountain Square, Chattanooga, Tennessee 37402. He is also a director of SunTrust Bank Chattanooga and President and Treasurer of the Foundation (see above). - 18 - Kathrina H. Maclellan is not currently employed. Her residence address is 125 Fairy Trail, Lookout Mountain, Tennessee 37350. Robert H. Maclellan is principally employed as President of Pyramid Record Group, Inc., a recording studio, the principal address of which is 1208 Lula Lake Road, Lookout Mountain, Georgia 30750. A.S. MacMillan is principally employed as President of Team Resources, a management consulting firm, the principal address of which is River Edge One, Suite 425, 5500 Interstate North Parkway N.W., Atlanta, Georgia 30328. He is also a director of the Issuer. Thomas H. McCallie, III is principally employed as Executive Director of the Foundation (see above). John C. Stophel is principally employed as a partner in the law firm of Chambliss, Bahner & Stophel, P.C., the principal address of which is 1000 Tallan Building, Two Union Square, Chattanooga, Tennessee 37402. During the last five years, none of the above-listed persons, to the knowledge of Mrs. Heffner, has been convicted in any criminal proceeding, or has been a party to a civil proceeding as a result of which such person was or is subject to a judgment, decree or final order either enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws. - 19 - Each of the above-listed persons who is a natural person is, to Mrs. Heffner's knowledge, a citizen of the United States of America. (c) Neither Mrs. Heffner nor, to her knowledge, any of the persons named above in Item 5(a) and (b), effected any transactions in the Common Stock during the past 60 days. (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer ITEM 6 OF THIS STATEMENT IS HEREBY AMENDED AND RESTATED TO READ IN ITS ENTIRETY AS FOLLOWS: On February 25, 1997, the board of trustees of the Foundation granted to Hugh O. Maclellan, Jr., as President of the Foundation, a revocable proxy to vote the shares of Common Stock held by the Foundation during 1997 and until the 1998 Annual Meeting of the Foundation. Substantially identical proxies have been granted in past years to Hugh O. Maclellan, Jr. and his father, Hugh O. Maclellan, Sr. A copy of the resolution of the Foundation's trustees conferring such proxy in 1996 was filed with Amendment No. 1 to this Statement as Exhibit 1 to this Statement and is incorporated herein by reference. The descriptions of the Voting Agreement, the Family Stockholder Agreement, the Supplementary Agreement, the Registration Rights Agreement and the Lock-Up Agreement appearing - 20 - in Item 4 of this Amendment No. 2 are hereby incorporated herein by reference. Item 7. Material to be Filed as Exhibits Exhibit 2* - Amended and Restated Voting Agreement dated as of April 29, 1996, among Textron Inc., The Paul Revere Corporation and the stockholders of Provident Companies, Inc. listed on Schedule A thereto, which Agreement was filed with the Securities and Exchange Commission as Exhibit E to the Merger Agreement, which is Annex A to the Joint Proxy Statement/Prospectus of the Issuer and Revere dated November 27, 1996. Such Joint Proxy Statement/ Prospectus is Part I of the Registration Statement on Form S-4 of the Issuer (Registration No. 333-17085). Exhibit 3* - Family Stockholder Agreement dated as of May 31, 1996, among Zurich Insurance Company, the Maclellan Foundation, Inc. and the stockholders of Provident Companies, Inc. listed on Schedule A thereto (the "Maclellan Stockholders"), which Agreement was filed with the Securities and Exchange Commission as Exhibit 3 to the Statement on Schedule 13D dated June 10, 1996, filed by Zurich Insurance Company with respect to its beneficial ownership of the Common Stock. Exhibit 4 - Family Stockholder Supplementary Agreement dated as of April 21, 1997, among the Maclellan Stockholders. Exhibit 5 - Registration Rights Agreement dated as of May 31, 1996, by and among Provident Companies Inc. and the stockholders of Provident Companies, Inc. identified in Schedule I thereto. Exhibit 6 - Lock-Up Agreement dated May 5, 1997, between Morgan Stanley & Co. Incorporated and certain of the Maclellan Stock- holders. - -------- *Incorporated herein by reference. - 21 - SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: May 12, 1997 /s/Charlotte M. Heffner ----------------------- Charlotte M. Heffner - 22 - EX-99.4 2 FAMILY STOCKHOLDER SUPPLEMENTARY AGREEMENT EXHIBIT 4 FAMILY STOCKHOLDER SUPPLEMENTARY AGREEMENT FAMILY STOCKHOLDER SUPPLEMENTARY AGREEMENT, dated as of April 21, 1997, among the stockholders listed on the signature pages hereof (each a "Stockholder" and collectively the "Stockholders"). WHEREAS, each Stockholder is the owner of shares of common stock, par value $1.00 per share, of Provident Companies, Inc. ("Company Common Stock"); NOW, THEREFORE, in consideration of the foregoing and the respective agreements set forth herein, the parties hereby agree as follows: 1. Unsolicited Purchase Offer. Each Stockholder (a "Notifying Stockholder") agrees that, in the event that it receives an unsolicited purchase offer from Zurich Insurance Company or any other purchaser that it intends to accept, in either case seeking to acquire more than $250,000 of Company Common Stock, it shall use reasonable efforts to promptly notify all other Stockholders, by telephone or other oral or written communication, specifying the number of shares of Company Common Stock that the purchaser has offered to purchase and the amount of consideration offered per share, and shall use its reasonable efforts to permit the other Stockholders to participate with the Notifying Stockholder in a sale of Company Common Stock to the purchaser. In the event that one or more other Stockholders decides to participate in such a sale (each such Stockholder and the Notifying Stockholder individually an "Interested Seller" and collectively the "Interested Sellers") and the aggregate number of shares of Company Common Stock that all such Interested Sellers desire to sell exceeds the purchaser's offer, the number of shares of Company Common Stock to be sold by each Interested Seller will be in the same proportion that the number of shares offered for sale by each Interested Seller bears to the total number of shares offered for sale by all Interested Sellers, so that the resultant aggregate number of shares to be offered for sale shall be equal to the purchaser's offer. 2. Initiating a Sale. Notwithstanding the provisions of paragraph 1 of this Agreement, any Stockholder may initiate and consummate a sale of Company Common Stock to any person. 3. Termination. This Agreement shall terminate upon the termination of the Family Stockholder Agreement. 4. Miscellaneous. (a) Entire Agreement. This Agreement constitutes the entire agreement and understanding among the parties hereto and supersedes all prior agreements and understandings, written or oral, with respect to the subject matter hereof. (b) Amendments; Waivers. This Agreement may be amended or modified, and any of the terms, covenants or conditions hereof may be waived, only by a written instrument executed by the parties hereto, or in the case of a waiver, by the party waiving compliance. Any waiver by any party of any condition, or of the breach of any provision, term or covenant contained in this Agreement, in any one or more instances, shall not be deemed to be nor construed as furthering or continuing waiver of any such condition, or of the breach of any other provision, term or covenant of this Agreement. (c) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee, without giving effect to conflicts of laws principles thereof. (d) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument. [Remainder of page intentionally blank] - 2 - FSS-1 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. /s/Hugh O. Maclellan, Jr. ------------------------- Hugh O. Maclellan, Jr. /s/Kathrina H. Maclellan ------------------------ Kathrina H. Maclellan /s/Charlotte M. Heffner ----------------------- Charlotte M. Heffner [Note: Certain signature pages not containing Mrs. Heffner's signature have been omitted from this filing.] FSS-2 THE R.J. MACLELLAN TRUST FOR THE R.L. MACLELLAN FAMILY (#2151) By/s/Kathrina H. Maclellan -------------------------- Name: Kathrina H. Maclellan Title: Trustee By/s/Robert H. Maclellan ------------------------ Name: Robert H. Maclellan Title: Trustee By SunTrust Bank, Chattanooga N.A. Trustee By/s/Richard Stewart -------------------- Name: Richard Stewart Title: V.P. & Sr. Trust Officer By/s/Dudley Porter, Jr. ----------------------- Name: Dudley Porter, Jr. Title: Trustee FSS-3 THE R.J. MACLELLAN TRUST FOR THE R.L. MACLELLAN FAMILY TRUST (#215109) By/s/Kathrina H. Maclellan -------------------------- Name: Kathrina H. Maclellan Title: Trustee By/s/Robert H. Maclellan ------------------------ Name: Robert H. Maclellan Title: Trustee By SunTrust Bank, Chattanooga N.A., Trustee By/s/Richard Stewart -------------------- Name: Richard Stewart Title: V.P. & Sr. Trust Officer By/s/Dudley Porter, Jr. ----------------------- Name: Dudley Porter, Jr. Title: Trustee FSS-4 THE R.J. MACLELLAN TRUST FOR THE HUGH O. MACLELLAN, SR. FAMILY (#2152) By/s/Hugh O. Maclellan, Jr. --------------------------- Name: Hugh O. Maclellan, Jr. Title: Trustee By/s/Charlotte M. Heffner ------------------------- Name: Charlotte M. Heffner Title: Trustee By SunTrust Bank, Chattanooga N.A., Trustee By/s/Richard Stewart -------------------- Name: Richard Stewart Title: V.P. & Sr. Trust Officer By/s/Thomas H. McCallie, III ---------------------------- Name: Thomas H. McCallie, III Title: Trustee FSS-5 THE R.J. MACLELLAN TRUST FOR THE H.O. MACLELLAN, SR. FAMILY (#215209) By/s/Hugh O. Maclellan, Jr. --------------------------- Name: Hugh O. Maclellan, Jr. Title: Trustee By/s/Charlotte M. Heffner ------------------------- Name: Charlotte M. Heffner Title: Trustee By SunTrust Bank, Chattanooga N.A., Trustee By/s/Richard Stewart -------------------- Name: Richard Stewart Title: V.P. & Sr. Trust Officer By/s/Thomas H. McCallie, III ---------------------------- Name: Thomas H. McCallie, III Title: Trustee FSS-6 THE CORA L. MACLELLAN TRUST FOR THE R.L. MACLELLAN FAMILY (#2155) By/s/Kathrina H. Maclellan -------------------------- Name: Kathrina H. Maclellan Title: Trustee By/s/Robert H. Maclellan ------------------------ Name: Robert H. Maclellan Title: Trustee By SunTrust Bank, Chattanooga N.A., Trustee By/s/Richard Stewart -------------------- Name: Richard Stewart Title: V.P. & Sr. Trust Officer By/s/Dudley Porter, Jr. ----------------------- Name: Dudley Porter, Jr. Title: Trustee FSS-7 THE CORA L. MACLELLAN TRUST FOR THE R.L. MACLELLAN FAMILY (#215509) By/s/Kathrina H. Maclellan -------------------------- Name: Kathrina H. Maclellan Title: Trustee By/s/Robert H. Maclellan ------------------------ Name: Robert H. Maclellan Title: Trustee By SunTrust Bank, Chattanooga N.A., Trustee By/s/Richard Stewart -------------------- Name: Richard Stewart Title: V.P. & Sr. Trust Officer By/s/Dudley Porter, Jr. ----------------------- Name: Dudley Porter, Jr. Title: Trustee FSS-8 THE CORA L. MACLELLAN TRUST FOR THE HUGH O. MACLELLAN, SR. FAMILY (#2156) By/s/Hugh O. Maclellan, Jr. --------------------------- Name: Hugh O. Maclellan, Jr. Title: Trustee By/s/Charlotte M. Heffner ------------------------- Name: Charlotte M. Heffner Title: Trustee By SunTrust Bank, Chattanooga N.A., Trustee By/s/Richard Stewart -------------------- Name: Richard Stewart Title: V.P. & Sr. Trust Officer By/s/Thomas H. McCallie, III ---------------------------- Name: Thomas H. McCallie, III Title: Trustee FSS-9 THE CORA L. MACLELLAN TRUST FOR THE H.O. MACLELLAN, SR. FAMILY (#215609) By/s/Hugh O. Maclellan, Jr. --------------------------- Name: Hugh O. Maclellan, Jr. Title: Trustee By/s/Charlotte M. Heffner ------------------------- Name: Charlotte M. Heffner Title: Trustee By SunTrust Bank, Chattanooga N.A., Trustee By/s/Richard Stewart -------------------- Name: Richard Stewart Title: V.P. & Sr. Trust Officer By/s/Thomas H. McCallie, III ---------------------------- Name: Thomas H. McCallie, III Title: Trustee FSS-10 THE R.J. MACLELLAN TRUST FOR THE MACLELLAN FOUNDATION, INC. (#2150) By/s/Kathrina H. Maclellan -------------------------- Name: Kathrina H. Maclellan Title: Trustee By/s/Hugh O. Maclellan, Jr. --------------------------- Name: Hugh O. Maclellan, Jr. Title: Trustee By SunTrust Bank, Chattanooga N.A., Trustee By/s/R.A. Duke, Jr. ------------------- Name: R.A. Duke, Jr. Title: President By/s/Dudley Porter ------------------ Name: Dudley Porter Title: Trustee FSS-12 THE MACLELLAN FOUNDATION By/s/Kathrina H. Maclellan -------------------------- Name: Kathrina H. Maclellan Title: Trustee By/s/Hugh O. Maclellan, Jr. --------------------------- Name: Hugh O. Maclellan, Jr. Title: Trustee By/s/Frank A. Brock ------------------- Name: Frank A. Brock Title: Trustee By/s/G. Richard Hostetter ------------------------- Name: G. Richard Hostetter Title: Trustee By/s/Robert H. Maclellan ------------------------ Name: Robert H. Maclellan Title: Trustee By/s/Charlotte M. Heffner ------------------------- Name: Charlotte M. Heffner Title: Trustee By/s/Ronald W. Blue ------------------- Name: Ronald W. Blue Title: Trustee By/s/A.S. (Pat) MacMillan ------------------------- Name: A.S. (Pat) MacMillan Title: Trustee FSS-14 THE HUGH AND CHARLOTTE MACLELLAN CHARITABLE TRUST By/s/Hugh O. Maclellan, Jr. --------------------------- Name: Hugh O. Maclellan, Jr. Title: Trustee By/s/Charlotte M. Heffner ------------------------- Name: Charlotte M. Heffner Title: Trustee By/s/Henry A. Henegar --------------------- Name: Henry A. Henegar Title: Trustee By/s/Lee S. Anderson -------------------- Name: Lee S. Anderson Title: Trustee By/s/Frank A. Brock ------------------- Name: Frank A. Brock Title: Trustee By/s/John C. Stophel -------------------- Name: John C. Stophel Title: Trustee FSS-16 ESTATE OF HUGH O. MACLELLAN, SR. By/s/Hugh O. Maclellan, Jr. --------------------------- Name: Hugh O. Maclellan, Jr. Title: Executor By/s/Charlotte M. Heffner ------------------------- Name: Charlotte M. Heffner Title: Executor By/s/A.S. (Pat) MacMillan ------------------------- Name: A.S. (Pat) MacMillan Title: Executor /s/Hugh O. Maclellan, Jr. ------------------------- Charlotte F. Maclellan By Hugh O. Maclellan, Jr., Attorney-in-fact FSS-17 TRUST OF C.F. MACLELLAN DATED 6/2/52 FOR THE PRIMARY BENEFIT OF CHARLOTTE M. HEFFNER By/s/Hugh O. Maclellan, Jr. --------------------------- Name: Hugh O. Maclellan, Jr. Title: Trustee By/s/Charlotte M. Heffner ------------------------- Name: Charlotte M. Heffner Title: Trustee By U.S. Trust Company of Florida, Trustee By/s/Howard E.N. Wilson ----------------------- Name: Howard E.N. Wilson Title: Regional President TRUST OF C.F. MACLELLAN DATED 6/2/52 FOR H.O. MACLELLAN, JR. By/s/Hugh O. Maclellan, Jr. --------------------------- Name: Hugh O. Maclellan, Jr. Title: Trustee By/s/Charlotte M. Heffner ------------------------- Name: Charlotte M. Heffner Title: Trustee FSS-18 TRUST OF H.O. MACLELLAN, SR. FOR THE BENEFIT OF GREAT GRANDCHILDREN By/s/Hugh O. Maclellan, Jr. --------------------------- Name: Hugh O. Maclellan, Jr. Title: Trustee By/s/Charlotte M. Heffner ------------------------- Name: Charlotte M. Heffner Title: Trustee FSS-27 IRREVOCABLE INSURANCE TRUST OF HUGH O. MACLELLAN, SR. DATED 1/31/67 By/s/Hugh O. Maclellan, Jr. --------------------------- Name: Hugh O. Maclellan, Jr. Title: Trustee By/s/Charlotte M. Heffner ------------------------- Name: Charlotte M. Heffner Title: Trustee THE H.O. MACLELLAN, SR. CHARITABLE INC. TRUST DATED 11/29/83 FOR THE BENEFIT OF ELIZABETH MACLELLAN By/s/Hugh O. Maclellan, Jr. --------------------------- Name: Hugh O. Maclellan, Jr. Title: Trustee By/s/Hugh O. Maclellan, Jr. --------------------------- Name: Charlotte F. Maclellan Title: Trustee By Hugh O. Maclellan, Jr., Attorney-in-fact By/s/Lee S. Anderson -------------------- Name: Lee S. Anderson Title: Trustee By/s/John C. Stophel -------------------- Name: John C. Stophel Title: Trustee FSS-28 CHARITABLE INCOME (LEAD) TRUST U/A HUGH O. MACLELLAN, SR. DATED 12/31/76 FOR THE BENEFIT OF CHRISTOPHER H. MACLELLAN By/s/Hugh O. Maclellan, Jr. --------------------------- Name: Hugh O. Maclellan, Jr. Title: Trustee By/s/Charlotte M. Heffner ------------------------- Name: Charlotte M. Heffner Title: Trustee By/s/Lee S. Anderson -------------------- Name: Lee S. Anderson Title: Trustee By/s/John C. Stophel -------------------- Name: John C. Stophel Title: Trustee FSS-29 CHARITABLE INCOME (LEAD) TRUST U/A H.O. MACLELLAN, SR. DATED 12/31/76 FOR THE BENEFIT OF CATHERINE H. MACLELLAN By/s/Hugh O. Maclellan, Jr. --------------------------- Name: Hugh O. Maclellan, Jr. Title: Trustee By/s/Charlotte M. Heffner ------------------------- Name: Charlotte M. Heffner Title: Trustee By/s/Lee S. Anderson -------------------- Name: Lee S. Anderson Title: Trustee By/s/John C. Stophel -------------------- Name: John C. Stophel Title: Trustee FSS-30 CHARITABLE INCOME (LEAD) TRUST U/A H.O. MACLELLAN, SR. DATED 12/31/76 FOR THE BENEFIT OF DANIEL O. MACLELLAN By/s/Hugh O. Maclellan, Jr. --------------------------- Name: Hugh O. Maclellan, Jr. Title: Trustee By/s/Charlotte M. Heffner ------------------------- Name: Charlotte M. Heffner Title: Trustee By/s/Lee S. Anderson -------------------- Name: Lee S. Anderson Title: Trustee By/s/John C. Stophel -------------------- Name: John C. Stophel Title: Trustee FSS-31 CHARITABLE INCOME (LEAD) TR U/A H.O. MACLELLAN, SR. DATED 12/31/76 FOR THE BENEFIT OF ELIZABETH MACLELLAN By/s/Hugh O. Maclellan, Jr. --------------------------- Name: Hugh O. Maclellan, Jr. Title: Trustee By/s/Charlotte M. Heffner ------------------------- Name: Charlotte M. Heffner Title: Trustee By/s/Lee S. Anderson -------------------- Name: Lee S. Anderson Title: Trustee By/s/John C. Stophel -------------------- Name: John C. Stophel Title: Trustee FSS-37 H.O. MACLELLAN SENIOR TRUST DATED 9/8/72 FOR THE BENEFIT OF RICHARD L. HEFFNER, JR. By/s/Charlotte M. Heffner ------------------------- Name: Charlotte M. Heffner Title: Trustee By NationsBank, Trustee By/s/Larry D. Putnam -------------------- Name: Larry D. Putnam Title: Executive Vice President- Trust H.O. MACLELLAN SENIOR TRUST DATED 9/8/72 FOR THE BENEFIT OF THOMAS M. HEFFNER By/s/Charlotte M. Heffner ------------------------- Name: Charlotte M. Heffner Title: Trustee By NationsBank, Trustee By/s/Larry D. Putnam -------------------- Name: Larry D. Putnam Title: Executive Vice President- Trust FSS-38 CHARITABLE INCOME (LEAD) TRUST U/A H.O. MACLELLAN SENIOR TRUST DATED 12/31/76 FOR THE BENEFIT OF RICHARD L. HEFFNER, JR. By/s/Hugh O. Maclellan, Jr. --------------------------- Name: Hugh O. Maclellan, Jr. Title: Trustee By/s/Charlotte M. Heffner ------------------------- Name: Charlotte M. Heffner Title: Trustee By/s/Lee S. Anderson -------------------- Name: Lee S. Anderson Title: Trustee By/s/John C. Stophel -------------------- Name: John C. Stophel Title: Trustee FSS-39 CHARITABLE INCOME (LEAD) TRUST U/A H.O. MACLELLAN SENIOR DATED 12/31/76 FOR THE BENEFIT OF THOMAS MACLELLAN HEFFNER By/s/Hugh O. Maclellan, Jr. --------------------------- Name: Hugh O. Maclellan, Jr. Title: Trustee By/s/Charlotte M. Heffner ------------------------- Name: Charlotte M. Heffner Title: Trustee By/s/Lee S. Anderson -------------------- Name: Lee S. Anderson Title: Trustee By/s/John C. Stophel -------------------- Name: John C. Stophel Title: Trustee FSS-40 TRUST U/A H.O. MACLELLAN SENIOR DATED 12/9/48 FOR THE BENEFIT OF CHARLOTTE M. HEFFNER By/s/Charlotte M. Heffner ------------------------- Name: Charlotte M. Heffner Title: Trustee By SunTrust Bank, Chattanooga N.A., Trustee By/s/Richard Stewart -------------------- Name: Richard Stewart Title: V.P. & Sr. Trust Officer FSS-41 CHARLOTTE M. HEFFNER AND RICHARD L. HEFFNER, SR. TRUSTEES FOR THE BENEFIT OF RICHARD L. HEFFNER, SR. DATED 1/26/96 By/s/Charlotte M. Heffner ------------------------- Name: Charlotte M. Heffner Title: Trustee By/s/Richard L. Heffner, Sr. ---------------------------- Name: Richard L. Heffner, Sr. Title: Trustee /s/Richard L. Heffner, Sr. -------------------------- Richard L. Heffner, Sr. IRREVOCABLE TRUST DATED 12/3/64 OF H.O. MACLELLAN, SR. FOR THE BENEFIT OF THOMAS MACLELLAN HEFFNER By/s/Richard L. Heffner, Sr. ---------------------------- Name: Richard L. Heffner, Sr. Title: Trustee IRREVOCABLE TRUST DATED 6/1/62 OF H.O. MACLELLAN, SR. FOR THE BENEFIT OF RICHARD L. HEFFNER, JR. By/s/Richard L. Heffner, Sr. ---------------------------- Name: Richard L. Heffner, Sr. Title: Trustee EX-99.5 3 REGISTRATION RIGHTS AGREEMENT EXHIBIT 5 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT dated as of May 31, 1996, by and among Provident Companies, Inc., a Delaware corporation (the "Company"), and the stockholders of the Company identified on Schedule I hereto (each a "Holder" and collectively the "Holders"). The Holders are the holders of an aggregate of approximately 53% of the outstanding voting common stock, par value $1.00 per share, of the Company ("Company Common Stock"). The Company has previously granted to Textron Inc. ("Textron") certain registration rights under a registration rights agreement dated as of April 29, 1996 (the "Textron Registration Rights Agreement") with respect to shares of Company Common Stock to be received by Textron in connection with the merger (the "Merger") of Patriot Acquisition Corporation, a wholly owned subsidiary of the Company ("Newco"), with and into The Paul Revere Corporation ("Paul Revere") pursuant to the terms and conditions of an Agreement and Plan of Merger, dated as of April 29, 1996, by and among the Company, Newco and Paul Revere (the "Merger Agreement"). Contemporaneous with the execution of this Agreement, the Company is granting to Zurich Insurance Company ("Zurich") certain registration rights under a Registration Rights Agreement, dated as of the date hereof (the "Zurich Registration Rights Agreement"), with respect to shares of Company Common Stock to be issued to Zurich pursuant to a Common Stock Purchase Agreement, dated as of the date hereof, by and between the Company and Zurich (the "Zurich Purchase Agreement"). As an inducement to the Holders to enter into the Family Stockholder Agreement contemplated by the Zurich Purchase Agreement, which is a condition for consummation of the transactions contemplated by the Zurich Purchase Agreement, the Company and the Holders desire to provide for certain registration rights with respect to the shares of Company Common Stock held by the Holders. NOW, THEREFORE, in consideration of the foregoing and the respective covenants and agreements set forth herein, the parties hereby agree as follows: Section 1. Registration on Request. 1.1 Notice. Subject to the terms and conditions set forth herein, at any time or from time to time after the effective time of the Merger, upon written notice of one or more Holders requesting that the Company effect the registration under the Securities Act of 1933, as amended (the "Securities Act"), of all or part of the Registrable Securities (as defined in Section 7 hereof) held by such Holders (each a "Requesting Holder"), which notice shall specify the intended method or methods of disposition of such Registrable Securities, the Company will (i) promptly give written notice of the proposed registration to all Holders and (ii) use its reasonable best efforts to effect (at the earliest practicable date) the registration, under the Securities Act, of such Registrable Securities for disposition in accordance with the intended method or methods of disposition stated in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within 10 business days after written notice from the Company is given under clause (i) above (each of such joining Holders also being referred to as a "Requesting Holder"), provided that: (a) if the Company shall have previously effected a registration with respect to Registrable Securities pursuant to Section 2 hereof on behalf of a Requesting Holder or Holders, the Company shall not be required to effect any registration pursuant to this Section 1 until a period of 180 days shall have elapsed from the effective date of the most recent such previous registration; provided, that if, in the most recent such previous registration, participation by such Requesting Holder or Holders pursuant to Section 2 hereof shall not have been to the extent requested by such Requesting Holder or Holders pursuant to Section 2 hereof, then the Company shall not be required to effect any registration pursuant to this Section 1 until a period of 90 days shall have elapsed from the effective date of the most recent such previous registration; (b) if, upon receipt of a registration request pursuant to this Section 1, the Company is advised in writing (with a copy to each Requesting Holder) by a recognized national independent investment banking firm selected by the Company that, in such firm's opinion, a registration at the time and on the terms requested would adversely affect any public offering of securities of the Company by the Company (other than in connection with employee benefit and similar plans) or by or on behalf of any shareholder of the Company exercising a demand registration right (collectively, a "Company Offering") with respect to which the Company has commenced preparations for a registration prior to the receipt of a registration request pursuant to this Section 1, the Company shall not be required to effect a registration pursuant to this Section 1 until the earlier of (i) 30 days after the completion of such Company Offering, (ii) promptly after any abandonment of such Company Offering or (iii) 60 days after the date of receipt of a registration request pursuant to this Section 1; provided, however, that the periods during which the Company shall not be required to effect a registration pursuant to this Section 1 together with any periods of suspension under Section 3.3 hereof may not exceed 90 days in the aggregate during any period of 12 consecutive months; (c) if, while any registration request pursuant to this Section 1 is pending, the Company determines in the good faith judgment of the principal securities counsel or outside securities counsel of the Company that the filing of a registration statement would require disclosure of material information which the Company has a bona fide business purpose for preserving as confidential, the Company shall not be required to effect a registration pursuant to this Section 1 until the earlier of (i) the date upon which such material information is disclosed to the public or ceases to be material or (ii) 30 days after the Company makes such good faith determination; and 2 (d) the Holders (together with all transferees of the Holders as contemplated by Section 6 hereof) shall have the right to exercise registration rights pursuant to this Section 1 up to a number of times equal to eight (8) plus the number of Blackout Termination Rights (as defined in Section 3.3(b) hereof) provided for by Section 3.3(b); provided, that a registration will not count as an exercise of registration rights under this Section 1 until the registration statement relating to such exercise has become effective; provided, further that the Holders shall not have the right to exercise registration rights pursuant to this Section 1 more than one (1) time plus the number of Blackout Termination Rights provided for by Section 3.3(b) during any 6-month period; provided, further that the number of shares of Company Common Stock registered pursuant to any registration requested pursuant to this Section 1 shall be no less than the least of (i) Registrable Securities having an aggregate expected offering price of $10 million (before any underwriting discounts and commissions) and (ii) the number of shares of Common Stock held by all Holders (including any transferees entitled to registration rights hereunder); and provided, further that the Holders shall utilize any Blackout Termination Rights before their other registration rights hereunder. 1.2 Inclusion of Other Securities in Registration. The number of Registrable Securities to be included in a registration of Registrable Securities pursuant to Section 1.1 shall not be reduced as a result of the inclusion in such registration of Company Common Stock pursuant to a request of any holder thereof exercising incidental registration rights similar to those set forth in Section 2 hereof. If the registration pursuant to Section 1.1 is an underwritten offering and the managing underwriter advises the Holders in writing that such incidental registration would interfere with the successful marketing of the securities being distributed by such underwriters and requires a limitation on the number of shares to be underwritten, the securities of the Company held by Persons (as defined in Section 7 hereof) who, by virtue of agreements with the Company, are entitled to include their securities in a registration of Registrable Securities hereunder (the "Other Stockholders") shall be excluded from such registration to the extent so required by such limitation. If, after the exclusion of such shares, further reductions are still required, the number of shares included in the registration by each Holder shall be reduced on a pro rata basis (based on the number of shares held by such Holder), by such minimum number of shares as is necessary to comply with such request. No Registrable Securities or any other securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. If any Other Stockholder who has requested inclusion in such registration as provided above disapproves of the terms of the underwriting, such Person may elect to withdraw therefrom by written notice to the Company, the underwriter and the Requesting Holders. The securities so withdrawn shall also be withdrawn from registration. If the managing underwriter has not limited the number of Registrable Securities or other securities to be underwritten, the Company and officers and directors of the Company may include its or their securities for its or their own account in such registration if the managing underwriter so agrees and if the number of Registrable Securities and other securities which would otherwise have been included in such registration and underwriting will not thereby be limited. 3 1.3 Registration Expenses. Registration Expenses (as defined in Section 7 hereof) for any registration requested pursuant to this Section 1 shall be paid by the Company, except that with respect to any such registration the Company shall not bear underwriting discounts or commissions; provided, however, that if, as a result of the withdrawal of a request for registration by any of the Holders, as applicable, the registration statement does not become effective, the Holders and any Other Stockholders of Common Stock requesting registration may elect to bear the Registration Expenses (pro rata on the basis of the number of their shares so included in the registration request, or on such other basis as such Holders and such Other Stockholders may agree), in which case such registration shall not be counted as a registration pursuant to Section 1. Section 2. Incidental Registration. 2.1 Notice and Registration. If the Company proposes to register any of its Voting Equity Securities (as defined in Section 7 hereof) ("Other Securities") for public sale under the Securities Act (whether proposed to be offered for sale by the Company or any other Person ("Intended Seller")), on a form and in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act, the Company will give prompt written notice to the Holders of its intention to do so, and upon the written request of a Holder delivered to the Company within 10 business days after the giving of any such notice (which request shall specify the amount of Registrable Securities intended to be disposed of by such Holder and the intended method of disposition thereof), the Company will use its reasonable best efforts to effect, in connection with the registration of the Other Securities, the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by each such Holder, to the extent required to permit the disposition (in accordance with the intended method or methods thereof as aforesaid) of Registrable Securities so to be registered; provided that: (i) if, at any time after giving such written notice of its intention to register any Other Securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register the Other Securities the Company may, at its election, give written notice of such determination to each Holder requesting inclusion in such registration and thereupon the Company shall be relieved of its obligation to register such Registrable Securities in connection with the registration of such Other Securities (but not from its obligation to pay Registration Expenses to the extent incurred in connection therewith as provided in Section 2.2 hereof), without prejudice, however, to the rights (if any) of one or more Holders immediately to request that such registration be effected as a registration under Section 1 hereof; (ii) the Company shall not be required to effect any registration of Registrable Securities under this Section 2 incidental to the registration of any of its securities solely in connection with mergers, acquisitions, exchange offers, recapitalizations, reclassifications, subscription offers, dividend reinvestment plans or stock option or other benefit plans or pursuant to the shelf registration rights of Zurich (except to the extent expressly contemplated by the Zurich Registration Rights Agreement); and 4 (iii) in the event that one or more Holders requests the registration of Registrable Securities in connection with any underwritten registration of Other Securities and the managing underwriter of such registration informs such Holders and any other holder of securities of the Company requesting registration in connection with such registration of Other Securities in writing of its belief that the distribution of all or a specified number of such Registrable Securities concurrently with the securities being distributed by such underwriters would interfere with the successful marketing of the securities being distributed by such underwriters (such writing to state the basis of such belief and the approximate number of such Registrable Securities which may be distributed without such effect), then the Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated in the following manner: the securities of the Company held by officers, directors and Other Stockholders of the Company (other than securities held by Existing Holders or holders who by contractual right demanded such registration ("Demanding Holders")) shall be excluded from such registration and underwriting to the extent required by such limitation, and, if a limitation on the number of shares is still required, the number of shares that may be included in the registration and underwriting by each of the Holders, Existing Holders which are not Demanding Holders with respect to such registration and Demanding Holders with respect to such registration which are not Existing Holders shall be reduced, on a pro rata basis (based on the number of shares held by such holder), by such minimum number of shares as is necessary to comply with such limitation; provided, however, that in the event that an Existing Holder is a Demanding Holder with respect to such registration, the number of shares of Registrable Securities proposed to be included in any such registration by each Holder shall be reduced on a pro rata basis (based on the number of shares held by such holder) prior to any reduction in the number of shares to be included in such registration by such Demanding Holder. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. No registration of Registrable Securities effected under this Section 2 shall relieve the Company of its obligation to effect a registration of Registrable Securities pursuant to Section 1. 2.2 Registration Expenses. The Company (as between the Company and the Holders) will pay all Registration Expenses in connection with any registration pursuant to this Section 2, except that with respect to any such registration, the Company shall not bear underwriting discounts or commissions. 5 Section 3. Registration Procedures. 3.1 Registration and Qualification. If and whenever the Company is required to use its reasonable best efforts to effect the registration of any Registrable Securities under the Securities Act as provided in Sections 1 and 2 hereof, the Company will as promptly as is practicable: (a) prepare, file and use its reasonable best efforts to cause to become effective a registration statement under the Securities Act regarding Registrable Securities to be offered; (b) prepare and file with the Securities and Exchange Commission ("SEC") such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities until the earlier of (i) such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition by Holder set forth in such registration statement or (ii) the expiration of 180 days after such registration statement becomes effective (plus such additional days as may be provided under Section 3.3(c)), but in no event more than nine months after such registration statement becomes effective; (c) advise each Holder participating in such registration ("Participating Holder") and any underwriter promptly and, if requested by such Persons, confirm such advice in writing, (i) when such registration statement and the prospectus used in connection therewith has been filed, and, with respect to any supplement to the registration statement or any post-effective amendment thereto, when the same has become effective, (ii) of any request by the SEC for amendments to such registration statement or amendments or supplements to such prospectus or for additional information relating thereto, or (iii) of the issuance by the SEC of any stop order suspending the effectiveness of such registration statement under the Securities Act or of the suspension by any state securities commission of the qualification of any Registrable Securities for offering or sale in any jurisdiction or of the initiation of any proceeding for any of the preceding purposes. If at any time the SEC shall issue any stop order suspending such effectiveness of such registration statement, or any state securities commission or other regulatory authority shall issue an order suspending the qualification or exemption from qualification of the Registrable Securities under state securities or blue sky laws, the Company shall use its reasonable best efforts to obtain the withdrawal or lifting of such order at the earliest possible time; (d) furnish to each Participating Holder, and to any underwriter before filing with the SEC, copies of such registration statement and such prospectus included therein and any amendments and supplements thereto (including all documents incorporated by reference prior to the effectiveness of such registration statement), which documents, other than documents incorporated by reference, will be subject to the review of such Participating Holders and any such underwriter for a period of at least five business days, and the Company shall not file such registration statement or such 6 prospectus or any amendment or supplement to such registration statement or prospectus to which such Participating Holders or any such underwriter shall reasonably object within five business days after the receipt thereof; Participating Holders or underwriters, if any, shall be deemed to have reasonably objected to such filing only if the registration statement, amendment, prospectus or supplement, as applicable, as proposed to be filed, contains a material misstatement or omission; (e) to the extent practicable, promptly prior to the filing of any document that is to be incorporated by reference into registration statement or such prospectus subsequent to the effectiveness thereof, and in any event no later than the date such document is filed with the SEC, provide copies of such document to each Participating Holder, if requested, and to any underwriter, make representatives of the Company available for discussion of such document and other customary due diligence matters, and include such information in such document prior to the filing thereof as such Participating Holders or any such underwriter reasonably may request; (f) make available at reasonable times for inspection by each Participating Holder, any underwriter participating in any disposition pursuant to such registration statement and any attorney or accountant retained by Participating Holders or any such underwriter, all financial and other records, pertinent corporate documents and properties of the Company and cause the officers, directors and employees of the Company to supply all information reasonably requested by Participating Holders and any such underwriters, attorneys or accountants in connection with the registration statement subsequent to the filing thereof and prior to its effectiveness; (g) if requested by any Participating Holder or any underwriter, promptly incorporate in such registration statement or prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as such Participating Holder and any underwriter may reasonably request to have included therein, including, without limitation, information relating to the "plan of distribution" of the Registrable Securities, information with respect to the principal amount or number of shares of Registrable Securities being sold to such underwriter, the purchase price being paid therefor and any other terms of the offering of the Registrable Securities to be sold in such offering and make all required filings of any such prospectus supplement or post-effective amendment as soon as practicable after the Company is notified of the matters to be incorporated in such prospectus supplement or post-effective amendment; (h) use its reasonable best efforts to cause all Registrable Securities covered by such registration statement to be registered with or approved by such other federal or state governmental agencies or authorities as may be necessary in the opinion of counsel to the Company and counsel to the Holders of Registrable Securities to enable the Holders thereof to consummate the disposition of such Registrable Securities; (i) furnish to each Participating Holder and to any underwriter of such Registrable Securities such number of conformed copies of the registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in such registration statement 7 (including each preliminary prospectus and any summary prospectus), in conformity with the requirements of the Securities Act, such documents incorporated by reference in such registration statement or prospectus, and such other documents as such Participating Holder or such underwriter may reasonably request; and promptly notify each Participating Holder of Registrable Securities covered by a registration statement of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and at the request of any such Participating Holder promptly prepare and furnish to it a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to those purchasers of such securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein in the light of the circumstances under which they were made, not misleading; (j) use its reasonable best efforts to register or qualify all Registrable Securities covered by such registration statement under such other securities or blue sky laws of such United States jurisdictions as a Participating Holder or any underwriter of such Registrable Securities shall reasonably request, to keep such registration or qualification in effect for so long as the applicable registration statement remains in effect and do any and all other acts and things which may be necessary or advisable to enable such Participating Holder or any underwriter to consummate the disposition in such jurisdictions of its Registrable Securities covered by such registration statement, except that the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction where it is not so qualified, or to subject itself to taxation in any such jurisdiction, or to consent to general service of process in any such jurisdiction; (k) (i) furnish to each Participating Holder, addressed to it, an opinion of counsel for the Company, dated the date of the closing under the underwriting agreement, if any, or the date of effectiveness of the registration statement if such registration is not an underwritten offering, and (ii) use its reasonable best efforts to furnish to each Participating Holder, addressed to it, a "cold comfort" letter signed by the independent certified public accountants who have certified the Company's financial statements included in such registration statement covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants' letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' letters delivered to underwriters in underwritten public offerings of securities and such other matters as such Participating Holder may reasonably request; and (l) immediately notify each Participating Holder at any time when a prospectus relating to a registration pursuant to Section 1 or 2 hereof is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated 8 therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and at the request of a Participating Holder prepare and furnish to such Participating Holder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading; and (m) provide promptly to each Participating Holder upon request any document filed by the Company with the SEC pursuant to the requirements of Section 13 and Section 15 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Company may require a Participating Holder to furnish the Company such information regarding such Participating Holder and the distribution of such securities as the Company may from time to time reasonably request in writing and as shall be required by law or by the SEC or the National Association of Securities Dealers , Inc. ("NASD") in connection with any registration. 3.2 Underwriting. (a) If a registration requested pursuant to Section 1 involves an underwritten offering, the underwriter or underwriters thereof shall be selected by a majority in interest of the Requesting Holders (provided that the book-running and other managing underwriters shall be reasonably satisfactory to the Company). If requested by any underwriters for any underwritten offering of Registrable Securities pursuant to a registration requested hereunder, the Company will enter into an underwriting agreement with such underwriters for such offering, such agreement to contain such representations and warranties by the Company and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnities and contribution to the effect and to the extent provided in Section 5 hereof and the provision of opinions of counsel and accountants' letters to the effect and to the extent provided in Section 3.1(k). The Requesting Holders on whose behalf Registrable Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement, and the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Requesting Holders. (b) In the event that any registration pursuant to Section 2 hereof shall involve, in whole or in part, an underwritten offering, the Company may require (but is not obligated to require) Registrable Securities requested to be registered pursuant to Section 2 to be included in such underwriting on the same terms and conditions as shall be applicable to the Other Securities being sold through underwriters under such registration. In such case, the Participating Holders on whose behalf Registrable Securities are to be distributed by such underwriters shall be parties to any such underwriting agreement. Such agreement shall contain such representations and warranties by each such Participating Holder and such other terms and provision as are customarily contained in underwriting agreement with respect to secondary distribution, including, without limitation, indemnities and contribution to the 9 effect and to the extent provided in Section 5 hereof. The representations and warranties in such underwriting agreement by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Participating Holders. 3.3 Blackout Periods. (a) At any time when a registration statement effected pursuant to Section 1 hereunder relating to Registrable Securities is effective, upon written notice from the Company to each Requesting Holder that either: (i) the Company has determined to engage in a Company Offering and has been advised in writing (with a copy to each Requesting Holder) by a recognized national independent investment banking firm selected by the Company that, in such firm's opinion, Requesting Holder's or Holders' sale of Registrable Securities pursuant to the registration statement would adversely affect the Company's own immediately planned Company Offering (a "Transaction Blackout"); or (ii) the Company determines in the good faith judgment of the principal securities counsel or outside securities counsel of the Company that Requesting Holder's sale of Registrable Securities pursuant to the registration statement would require disclosure of material information which the Company has a bona fide business purpose for preserving as confidential (an "Information Blackout"), Requesting Holder shall suspend sales of Registrable Securities pursuant to such registration statement until the earlier of: (X) (i) in the case of a Transaction Blackout, the earlier of (A) 30 days after the completion of such Company Offering, (B) the termination of any "black out" period required by the underwriters to be applicable to Requesting Holder, if any, in connection with such the Company Offering, (C) promptly after abandonment of such Company Offering and (D) 60 days after the date of the Company's written notice of Transaction Blackout or (ii) in the case of an Information Blackout, the earlier of (A) the date upon which such material information is disclosed to the public or ceases to be material or (B) 30 days after the Company makes such good faith determination and (Y) such time as the Company notifies such Requesting Holder that sales pursuant to such registration statement may be resumed (the number of days from such suspension of sales of Requesting Holder until the day when such sales may be resumed hereunder is hereinafter called a "Sales Blackout Period"); provided, that the Company may not impose a Transaction Blackout following the printing and distribution of a preliminary prospectus in any underwritten public offering of Registrable Securities pursuant to Section 1 until the termination of the distribution of such Registrable Securities (except such suspension, not to exceed 10 days, which results from an event that is not within the reasonable control of the Company). Notwithstanding the provisions of this 10 Section 3.3, the Company shall not suspend the registration rights set forth in this Agreement at any time during which any similar rights of the Zurich Insurance Company and Textron, Inc., or any successors thereof to such rights, are not similarly suspended. (b) Any delivery by the Company of notice of a Transaction Blackout or Information Blackout (i) during the 90 days immediately following effectiveness of any registration statement effected pursuant to Section 1 hereof or (ii) which shall preclude any registration statement effected pursuant to Section 1 hereof from being effective for an aggregate period of 180 days (plus such additional days as may be provided under Section 3.3(c)), during which period there existed no applicable Transaction Blackout or Information Blackout, shall give such Requesting Holders the right, by notice to the Company within 20 Business Days after the end of such blackout period, to cancel such registration and obtain one additional registration right (a "Blackout Termination Right") under Section 1.1(d). (c) If there is a Transaction Blackout or an Information Blackout and Requesting Holders do not exercise their cancellation right, if any, pursuant to (b) above, or, if such cancellation right is not available, the time period set forth in Section 3.1(b) shall be extended for a number of days equal to the number of days in the Sales Blackout Period. Section 4. Preparation; Reasonable Investigation. 4.1 Preparation; Reasonable Investigation. In connection with the preparation and filing of each registration statement registering Registrable Securities under the Securities Act, the Company will give each Holder whose shares are included in such registration and the underwriters, if any, and their respective counsel and accountants, such reasonable and customary access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such Holder and such underwriters or their respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act. Section 5. Indemnification and Contribution. 5.1 Indemnification and Contribution. (a) In the event of any registration of any Registrable Securities hereunder, the Company will enter into customary indemnification arrangements to indemnify and hold harmless each Holder whose shares are included in such registration, such Holder's directors and officers, each Person who participates as an underwriter in the offering or sale of such securities, each officer or director of each underwriter, and each Person, if any, who controls such seller or any such underwriter (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses, joint or several, to which such Person may be subject under the Securities Act or otherwise insofar as such losses, claims, damages, liabilities or expenses (or actions or proceedings in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus or final prospectus included therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or (ii) any omission or alleged omission to state therein a 11 material fact required to be stated therein or necessary to make the statements therein not misleading, and the Company will reimburse each such Person for any legal or any other expenses reasonably incurred by such Person in connection with investigating or defending any such loss, claim, liability, action or proceeding; provided that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus or final prospectus, or amendment or supplement thereto in reliance upon and in conformity with written information furnished to the Company by such Holder or any such underwriter for use in the preparation thereof. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Holder or any such Person and shall survive the transfer of such securities by such Holder. The Company also shall agree to provide such provision for contribution as shall be reasonably requested by such Holder or any underwriters in circumstances where such indemnity is held unenforceable. (b) Each Holder whose shares are included in a registration, by virtue of exercising its registration rights hereunder, agrees and undertakes to enter into customary indemnification arrangements to indemnify and hold harmless (in the same manner and to the same extent as set forth in clause (a) of this Section 5) the Company, each director of the Company, each officer of the Company who shall sign such registration statement, each Person who participates as an underwriter in the offering or sale of such securities, each officer and director of each underwriter and each Person, if any, who controls the Company or any such underwriter within the meaning of the Securities Act, with respect to any statement or omission from such registration statement,. any preliminary prospectus or final prospectus included therein or any amendment or supplement thereto, if such statement or omission was made in reliance upon and in conformity with written information furnished by such Holder to the Company for inclusion in such registration statement or prospectus. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such director, officer or controlling Person and shall survive the transfer of the registered securities by such Holder. Each such Holder also shall agree to provide such provision or contribution as shall reasonably be requested by the Company or any underwriters in circumstances where such indemnity is held unenforceable; provided, that the obligations of each of the Holders hereunder and under clause (f) of this Section 5 shall be limited to an amount equal to the net proceeds to such Holder of securities sold as contemplated herein. (c) Each party entitled to indemnification under this Section 5 (the "Indemnified Party") shall give notice to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld) and the Indemnified Party may participate in such defense at such party's expense (unless the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party 12 in such action, in which case the fees and expenses of one such counsel for all Indemnified Parties shall be at the expense of the Indemnifying Party), and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5 unless the Indemnifying Party is materially prejudiced thereby. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party (which consent shall not be unreasonably withheld or delayed), consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom. (d) If the indemnification provided for in this Section 5 is held by a court of competent jurisdiction to be unavailable to an Indemnified Party with respect to any loss, liability, claim, damage or expense referred to herein, then the Indemnifying Party, in lieu of indemnifying such Indemnified Party hereunder, shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, liability, claim, damage or expense in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party on the one hand and of the Indemnified Party on the other in connection with the statements or omissions which resulted in such loss, liability, claim, damage or expense, as well as any other relevant equitable considerations. The relative fault of the Indemnifying Party and of the Indemnified Party shall be determined by reference to, among other things, whether the untrue (or alleged untrue) statement of a material fact or the omission (or alleged omission) to state a material fact relates to information as supplied by the Indemnifying Party or by the Indemnified Party and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. (e) Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with any underwritten public offering contemplated by this Agreement are in conflict with the foregoing provisions, the provisions in such underwriting agreement shall be controlling. (f) The foregoing indemnity agreement of the Company and Holders is subject to the condition that, insofar as they relate to any loss, claim, liability or damage made in a preliminary prospectus but eliminated or remedied in the amended prospectus on file with the SEC at the time the registration statement in question becomes effective or the amended prospectus filed with the SEC pursuant to SEC Rule 424(b) (the "Final Prospectus"), such indemnity or contribution agreement shall not inure to the benefit of any underwriter or Holder (but only if such Holder was required to deliver such Final Prospectus) if a copy of the Final Prospectus was furnished to the underwriter and was not furnished to the Person asserting the loss, liability, claim or damage at or prior to the time such action is required by the Securities Act. 13 (g) Indemnification and contribution similar to that specified in the preceding subdivisions of this Section 5 (with appropriate modifications) shall be given by the Company and such Holders with respect to any required registration or other qualification of such Registrable Securities under any federal or state law or regulation of governmental authority other than the Securities Act. Section 6. Benefits of Registration Rights. 6.1 Benefits of Registration Rights. Each Holder and any transferees of Registrable Securities permitted hereunder may jointly exercise the registration rights hereunder in such manner and in such proportion as they shall agree among themselves, provided that any such transferees shall be subject to and bound by all of the terms and conditions hereof applicable to the Holders. 6.2 Non-exclusive Means of Sale. Nothing in this Agreement shall be deemed to preclude any Holder from selling any Registrable Securities in accordance with the provisions of Rule 144 (or any successor provision thereto) under the Securities Act in accordance with the provisions hereof. 6.3 Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the SEC which may permit the sale of restricted securities to the public without registration, the company agrees to: (i) make and keep public information available as those terms are understood and defined in Rule 144 under the Securities Act ("Rule 144"), at all times; (ii) use its best efforts to file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and (iii) so long as a Holder owns any Registrable Securities, furnish to such Holder upon request, a written statement by the Company as to its compliance with the reporting requirements of Rule 144, and of the Securities Act and the Exchange Act, a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed as the Holder may reasonably request in availing itself of any rule or regulation of the SEC allowing the Holder to sell any such securities without registration. Section 7. Certain Definitions. 7.1 "Existing Holders," shall mean Textron or Zurich, and shall include any transferees thereof who are entitled to registration rights from the Company pursuant to the Textron Registration Rights Agreement or the Zurich Registration Rights Agreement. 7.2 "Person," means an individual, partnership, joint-stock company, corporation, trust or unincorporated organization, and a government or agency or political subdivision thereof. 7.3 "Registration Expenses," as used in this Agreement, means all expenses incident to the Company's performance of or compliance with the registration requirements set forth in this Agreement regardless of whether any such registration becomes effective including, without limitation, the following: (i) all fees, disbursements, and expenses of counsel for the Company (United States and foreign), all reasonable fees, disbursements and expenses of (a) one counsel for the Holders of Registrable Securities and (b) the Company's 14 independent certified public accountants in connection with the registration of Registrable Securities to be disposed of under the Securities Act; (ii) all fees and expenses in connection with the preparation, printing and filing of the registration statement, any preliminary prospectus or final prospectus, any other offering document and amendments and supplements thereto (including, if applicable, the fees and expenses of any "qualified independent underwriter" and its counsel that may be required by the rules and regulations of the NASD) and the mailing and delivering of copies thereof to the underwriters and dealers; (iii) all cost of printing or producing any agreements) among underwriters, underwriting agreements) and blue sky or legal investment memoranda, any selling agreements and any other documents in connection with the offering, sale or delivery of Registrable Securities to be disposed of; (iv) all expenses in connection with the qualification of Registrable Securities to be disposed of for offering and sale under state blue sky or securities laws, including the fees and disbursements of counsel or the underwriters in connection with such qualification and in connection with any blue sky and legal investment surveys; (v) any filing fees incident to securing any required review by the NASD of the terms of the sale of Registrable Securities to be disposed of; and (vi) all application and filing fees in connection with listing the Registrable Securities on a national securities exchange or automated quotation system pursuant to the requirements hereof. 7.4 "Registrable Securities" means (i) the shares of Company Common Stock held by the Holders as of the date of this Agreement as shown on Schedule I hereto; (ii) any additional shares of Company Common Stock acquired by the Holders; (iii) any securities of the Company issued as a dividend or distribution with respect to Company Common Stock or any Registrable Securities and (iv) any securities which may be issued in exchange for any Company Common Stock or any Registrable Securities. As to any proposed offer or sale of Registrable Securities by a Holder, such securities shall cease to be Registrable Securities with respect to such proposed offer or sale when (i) a registration statement with respect to the sale of such securities shall have become effective under the Securities Act and all such securities shall have been disposed of in accordance with such registration statement, (ii) all such shares as are actually sold by such Holder pursuant to Rule 144 (or any successor provision thereto) under the Securities Act, or (iii) all such securities are permitted to be sold by a Holder, in the opinion of counsel to the Company in any 90-day period pursuant to Rule 144 (or any successor provision thereto) under the Securities Act without giving effect to the provisions of Rule 144(k). 7.5 "Voting Equity Securities" means all common equity securities issued by the Company having the ordinary power to vote in the election of directors of the Company, other than securities having such power only upon the occurrence of a default or any other extraordinary contingency. 15 Section 8. Miscellaneous. 8.1 No Inconsistent Agreements. The Company shall not on or after the date of this Agreement enter into any agreement with respect to its securities that violates the rights granted to the Holders in this Agreement. 8.2 Governing Law: Jurisdiction. This Agreement shall be construed, performed and enforced in accordance with, and governed by, the laws of the State of Delaware, without giving effect to the principles of conflicts of laws thereof. 8.3 Assignment. The registration rights set forth herein may be assigned, in whole or in part, to any transferee of Registrable Securities (who shall be considered thereafter to be a Holder (provided that any transferee shall be a Holder only with respect to such Registrable Securities so acquired and any stock of the Company issued as a dividend or other distribution with respect to, or in exchange for or in replacement of, such Registrable Securities) and shall be bound by all obligations and limitations of this Agreement. Subject to the foregoing, this Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties. 8.4 Severability. In the event that any part of this Agreement is declared by any court or other judicial or administrative body to be null, void or unenforceable, said provision shall survive to the extent it is not so declared, and all of the other provisions of this Agreement shall remain in full force and effect. 8.5 Notices. (a) All communications under this Agreement shall be in writing and shall be delivered by facsimile or by hand or mailed by overnight courier or by registered or certified mail, postage prepaid: If to a Holder: At the address shown on the attached Schedule I If to the Company: Provident Companies, Inc. 1 Fountain Square Chattanooga, TN 37402 Attention: Chief Financial Officer 423-755-1755 (telecopier) With a copy to: Alston & Bird 1201 West Peachtree Street Atlanta, GA 30309 Attention: Dean Copeland, Esq. 404-881-7777 (telecopier) Any notice so addressed shall be deemed to be given: if delivered by hand, on the date of such delivery; if mailed by courier, on the first business day following the date of such mailing; and if mailed by registered or certified mail, on the third business day after the date of such mailing. 16 (b) Any party may change its address for the purpose of this Section by giving the other party written notice of its new address in the manner set forth above. Nothing in this Section 8.6 shall be deemed to constitute consent to the manner and address for service of process in connection with any legal proceeding (including litigation arising out of or in connection with this Agreement), which service shall be effected as required by applicable law. 8.6 Amendments; Waivers. This Agreement may be amended or modified, and any of the terms, covenants or conditions hereof may be waived, only by a written instrument executed by the parties hereto, or in the case of a waiver, by the party waiving compliance. Any waiver by any party of any condition, or of the breach of any provision, term or covenant contained in this Agreement, in any one or more instances, shall not be deemed to be nor construed as furthering or continuing waiver of any such condition, or of the breach of any other provision, term or covenant of this Agreement. 8.7 Section and Paragraph Headings. The section and paragraph headings in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement. 8.8 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute the same instrument. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunder duly authorized as of the date first above written. PROVIDENT COMPANIES, INC. By: /s/J. Harold Chandler --------------------- J. Harold Chandler Chairman, President and Chief Executive Officer HOLDERS: [Signatures of all holders on attached list] SCHEDULE I FAMILY STOCKHOLDERS AND TRUSTEES NAMES AND ADDRESSES SUNTRUST TRUST ACCOUNTS ----------------------- THE R.J. MACLELLAN TRUST FOR THE R.L. MACLELLAN FAMILY (#2151) Trustees -------- Kathrina H. Maclellan Address: 125 Fairy Trail Lookout Mountain, TN 37350 Robert H. Maclellan Address: 131 S. Hermitage Avenue Lookout Mountain, TN 37350 Telecopy: (423) 825-6838 (home) (423) 820-0539 (office) SunTrust Bank, Chattanooga N.A. Address: SunTrust Bank, Chattanooga(M0310) 736 Market Street Chattanooga, TN 37401 Telecopy: (423) 757-3100 Attention: Richard Stewart Vice President & Senior Trust Officer Dudley Porter, Jr. Address: 1125 Healing Springs Road Chattanooga, TN 37419 THE R.J. MACLELLAN TRUST FOR THE R.L. MACLELLAN FAMILY TRUST (#215109) Trustees -------- Kathrina H. Maclellan Address: 125 Fairy Trail Lookout Mountain, TN 37350 Robert H. Maclellan Address: 131 S. Hermitage Avenue Lookout Mountain, TN 37350 Telecopy: (423) 825-6838 (home) (423) 820-0539 (office) SunTrust Bank, Chattanooga N.A. Address: SunTrust Bank, Chattanooga (M0310) 736 Market Street Chattanooga, TN 37401 Telecopy: (423) 757-3100 Attention: Richard Stewart Vice President & Senior Trust Officer Dudley Porter, Jr. Address: 1125 Healing Springs Road Chattanooga, TN 37419 Page 2 of 30 THE R.J. MACLELLAN TRUST FOR THE HUGH O. MACLELLAN, SR. FAMILY (#2152) Trustees -------- Hugh O. Maclellan, Jr. Address: Suite 501 Provident Building One Fountain Square Chattanooga, TN 37402 Telecopy: (423) 755-1640 Charlotte M. Heffner Address: 3655 Randall Hall, N.W. Atlanta, GA 30327 Telecopy: (404) 233-7238 (call number first before faxing) SunTrust Bank, Chattanooga N.A. Address: SunTrust Bank, Chattanooga (M0310) 736 Market Street Chattanooga, TN 37401 Telecopy: (423) 757-3100 Attention: Richard Stewart Vice President & Senior Trust Officer Thomas H. McCallie, III Address: Suite 501 Provident Building One Fountain Square Chattanooga, TN 37402 Telecopy: (423) 755-1640 THE R.J. MACLELLAN TRUST FOR THE H.O. MACLELLAN, SR. FAMILY (#215209) Trustees -------- Hugh O. Maclellan, Jr. Address: Suite 501 Provident Building One Fountain Square Chattanooga, TN 37402 Telecopy: (423) 755-1640 Charlotte M. Heffner Address: 3655 Randall Hall, N.W. Atlanta, GA 30327 Telecopy: (404) 233-7238 (call number first before faxing) SunTrust Bank, Chattanooga N.A. Address: SunTrust Bank, Chattanooga (M0310) 736 Market Street Chattanooga, TN 37401 Telecopy: (423) 757-3100 Attention: Richard Stewart Vice President & Senior Trust Officer Thomas H. McCallie, III Address: Suite 501 Provident Building One Fountain Square Chattanooga, TN 37402 Telecopy: (423) 755-1640 Page 3 of 30 THE CORA L. MACLELLAN TRUST FOR THE R.L. MACLELLAN FAMILY (#2155) Trustees -------- Kathrina H. Maclellan Address: 125 Fairy Trail Lookout Mountain, TN 37350 Robert H. Maclellan Address: 131 S. Hermitage Avenue Lookout Mountain, TN 37350 Telecopy: (423) 825-6838 (home) (423) 820-0539 (office) SunTrust Bank, Chattanooga N.A. Address: SunTrust Bank, Chattanooga (M0310) 736 Market Street Chattanooga, TN 37401 Telecopy: (423) 757-3100 Attention: Richard Stewart Vice President & Senior Trust Officer Dudley Porter, Jr. Address: 1125 Healing Springs Road Chattanooga, TN 37419 THE CORA L. MACLELLAN TRUST FOR THE R.L. MACLELLAN FAMILY (#215509) Trustees -------- Kathrina H. Maclellan Address: 125 Fairy Trail Lookout Mountain, TN 37350 Robert H. Maclellan Address: 131 S. Hermitage Avenue Lookout Mountain, TN 37350 Telecopy: (423) 825-6838 (home) (423) 820-0539 (office) SunTrust Bank, Chattanooga N.A. Address: SunTrust Bank, Chattanooga (M0310) 736 Market Street Chattanooga, TN 37401 Telecopy: (423) 757-3100 Attention: Richard Stewart Vice President & Senior Trust Officer Dudley Porter, Jr. Address: 1125 Healing Springs Road Chattanooga, TN 37419 Page 4 of 30 THE CORA L. MACLELLAN TRUST FOR THE HUGH O. MACLELLAN, SR. FAMILY (#2156) Trustees -------- Hugh O. Maclellan, Jr. Address: Suite 501 Provident Building One Fountain Square Chattanooga, TN 37402 Telecopy: (423) 755-1640 Charlotte M. Heffner Address: 3655 Randall Hall, N.W. Atlanta, GA 30327 Telecopy: (404) 233-7238 (call number first before faxing) SunTrust Bank, Chattanooga N.A. Address: SunTrust Bank, Chattanooga (M0310) 736 Market Street Chattanooga, TN 37401 Telecopy: (423) 757-3100 Attention: Richard Stewart Vice President & Senior Trust Officer Thomas H. McCallie, III Address: Suite 501 Provident Building One Fountain Square Chattanooga, TN 37402 Telecopy: (423) 755-1640 THE CORA L. MACLELLAN TRUST FOR THE H.O. MACLELLAN, SR. FAMILY (#215609) Trustees -------- Hugh O. Maclellan, Jr. Address: Suite 501 Provident Building One Fountain Square Chattanooga, TN 37402 Telecopy: (423) 755-1640 Charlotte M. Heffner Address: 3655 Randall Hall, N.W. Atlanta, GA 30327 Telecopy: (404) 233-7238 (call number first before faxing) SunTrust Bank, Chattanooga N.A. Address: SunTrust Bank, Chattanooga (M0310) 736 Market Street Chattanooga, TN 37401 Telecopy: (423) 757-3100 Attention: Richard Stewart Vice President & Senior Trust Officer Thomas H. McCallie, III Address: Suite 501 Provident Building One Fountain Square Chattanooga, TN 37402 Telecopy: (423) 755-1640 Page 5 of 30 FOUNDATION ACCOUNTS ------------------- THE R.J. MACLELLAN TRUST FOR THE MACLELLAN FOUNDATION, INC. (#2150) Trustees -------- Kathrina H. Maclellan Address: 125 Fairy Trail Lookout Mountain, TN 37350 Hugh O. Maclellan, Jr. Address: Suite 501 Provident Building One Fountain Square Chattanooga, TN 37402 Telecopy: (423) 755-1640 SunTrust Bank, Chattanooga N.A. Address: SunTrust Bank, Chattanooga 736 Market Street Chattanooga, TN 37401 Telecopy: (423) 757-3100 Attention: R.A. Duke, Jr. President Dudley Porter, Jr. Address: 1125 Healing Springs Road Chattanooga, TN 37419 THE CORA L. MACLELLAN TRUST FOR THE MACLELLAN FOUNDATION INC. (#2154) Trustees -------- Kathrina H. Maclellan Address: 125 Fairy Trail Lookout Mountain, TN 37350 Hugh O. Maclellan, Jr. Address: Suite 501 Provident Building One Fountain Square Chattanooga, TN 37402 Telecopy: (423) 755-1640 SunTrust Bank, Chattanooga N.A. Address: SunTrust Bank, Chattanooga 736 Market Street Chattanooga, TN 37401 Telecopy: (423) 757-3100 Attention: R.A. Duke, Jr. President Dudley Porter, Jr. Address: 1125 Healing Springs Road Chattanooga, TN 37419 Page 6 of 30 THE MACLELLAN FOUNDATION Trustees -------- Kathrina H. Maclellan Address: 125 Fairy Trail Lookout Mountain, TN 37350 Hugh O. Maclellan, Jr. Address: Suite 501 Provident Building One Fountain Square Chattanooga, TN 37402 Telecopy: (423) 755-1640 Frank A. Brock Address: Covenant College Lookout Mountain, GA 30750 Telecopy: (706) 820-2165 G. Richard Hostetter Address: Whitfield, Mills, Ragland & Hostetter, Inc. 309 High Street Chattanooga, TN 37401 Telecopy: (423) 265-7465 Robert H. Maclellan Address: 131 S. Hermitage Avenue Lookout Mountain, TN 37350 Telecopy: (423) 825-6838 (home) (423) 820-0539 (office) Charlotte M. Heffner Address: 3655 Randall Hall, N.W. Atlanta, GA 30327 Telecopy: (404) 233-7238 (call number first before faxing) Ronald W. Blue Address: Ronald Blue & Company Suite 600 1100 Johnson Ferry Road, N.E. Atlanta, GA 30342 Telecopy: (404) 705-7045 A.S. (Pat) MacMillan Address: Team Resources River Edge One, Suite 425 5500 Interstate North Parkway, N.W. Atlanta, GA 30328 Telecopy: (770) 955-1602 Page 7 of 30 CHRISTIAN EDUCATION CHARITABLE TRUST Trustees -------- Kathrina H. Maclellan Address: 125 Fairy Trail Lookout Mountain, TN 37350 Hugh O. Maclellan, Jr. Address: Suite 501 Provident Building One Fountain Square Chattanooga, TN 37402 Telecopy: (423) 755-1640 Pete Austin, III Address: 243 Signal Mountain Road Chattanooga, TN 37405 Telecopy: (423) 265-5418 Hugh Huffaker, Jr. Address: 317 High Street Chattanooga, TN 37403 Telecopy: (423) 756-6549 Ralph Paden Address: 222 W. Brow Oval Lookout Mountain, TN 37350 Telecopy: __________________________ Page 8 of 30 THE HUGH AND CHARLOTTE MACLELLAN CHARITABLE TRUST Trustees -------- Hugh O. Maclellan, Jr. Address: Suite 501 Provident Building One Fountain Square Chattanooga, TN 37402 Telecopy: (423) 755-1640 Charlotte M. Heffner Address: 3655 Randall Hall, N.W. Atlanta, GA 30327 Telecopy: (404) 233-7238 (call number first before faxing) Henry A. Henegar Address: Chattanooga Bible Institute 1001 McCallie Avenue Chattanooga, TN 37403 Telecopy: (423) 756-2899 Lee S. Anderson Address: 220 N. Crest Road Chattanooga, TN 37404 Telecopy: (423) 757-6383 (office) Frank A. Brock Address: Covenant College Lookout Mountain, GA 30750 Telecopy: (706) 820-2165 John C. Stophel Address: Stophel and Stophel 500 Tallan Building Two Union Square Chattanooga, TN 37402-2571 Telecopy: (423) 266-5032 Page 9 of 30 THE HELEN M. TIPTON CHARITABLE TRUST Trustees -------- Kathrina H. Maclellan Address: 125 Fairy Trail Lookout Mountain, TN 37350 Richard D. Crotteau Address: Miller and Martin Volunteer Bldg., 10th Floor Chattanooga, TN 37403 Telecopy: (423) 265-5139 or (423) 267-0291 Theodore G. DeMoss Address: CBMC 1800 McCallie Avenue Chattanooga, TN 37404 Telecopy: (423) 629-4434 T. Cartter Frierson Address: 633 Chestnut Republic Center, Suite 850 Chattanooga, TN 37450 Telecopy: (423) 755-0819 Gerry U. Stephens Address: SunTrust Bank 17th Floor 736 Market Street Chattanooga, TN 37402 Telecopy: (423) 757-3631 Hugh O. Maclellan, Jr. Address: Suite 501 Provident Building One Fountain Square Chattanooga, TN 37402 Telecopy: (423) 755-1640 Page 10 of 30 HUGH O. MACLELLAN SR. AND MRS. CHARLOTTE F. MACLELLAN ACCOUNTS ------------------------------------ ESTATE OF HUGH O. MACLELLAN, SR. Executors --------- Hugh O. Maclellan, Jr. Address: Suite 501 Provident Building One Fountain Square Chattanooga, TN 37402 Telecopy: (423) 755-1640 Charlotte M. Heffner Address: 3655 Randall Hall, N.W. Atlanta, GA 30327 Telecopy: (404) 233-7238 (call number first before faxing) A.S. (Pat) MacMillan Address: Team Resources River Edge One, Suite 425 5500 Interstate North Parkway, N.W. Atlanta, GA 30328 Telecopy: (770) 955-1602 CHARLOTTE F. MACLELLAN Address: c/o Hugh O. Maclellan, Jr. (under power-of-attorney) Suite 501 Provident Building One Fountain Square Chattanooga, TN 37402 Telecopy: (423) 755-1640 Page 11 of 30 TRUST OF C.F. MACLELLAN DATED 6/2/52 FOR THE PRIMARY BENEFIT OF CHARLOTTE M. HEFFNER Trustees -------- Hugh O. Maclellan, Jr. Address: Suite 501 Provident Building One Fountain Square Chattanooga, TN 37402 Telecopy: (423) 755-1640 Charlotte M. Heffner Address: 3655 Randall Hall, N.W. Atlanta, GA 30327 Telecopy: (404) 233-7238 (call number first before faxing) U.S. Trust Company of Florida Address: c/o U.S. Trust Company of New York 114 West 47th Street New York, NY 10036-1532 Telecopy: (212) 852-3433 Attention: Sandra T. Cargill Senior Vice President TRUST OF C.F. MACLELLAN DATED 6/2/52 FOR H.O. MACLELLAN, JR. Trustees -------- Hugh O. Maclellan, Jr. Address: Suite 501 Provident Building One Fountain Square Chattanooga, TN 37402 Telecopy: (423) 755-1640 Charlotte M. Heffner Address: 3655 Randall Hall, N.W. Atlanta, GA 30327 Telecopy: (404) 233-7238 (call number first before faxing) TRUST OF H.O. MACLELLAN, SR. FOR THE BENEFIT OF GREAT GRANDCHILDREN Trustees -------- Hugh O. Maclellan, Jr. Address: Suite 501 Provident Building One Fountain Square Chattanooga, TN 37402 Telecopy: (423) 755-1640 Charlotte M. Heffner Address: 3655 Randall Hall, N.W. Atlanta, GA 30327 Telecopy: (404) 233-7238 (call number first before faxing) Page 12 of 30 R. L. MACLELLAN FAMILY ACCOUNTS ------------------------------- KATHRINA H. MACLELLAN Address: 125 Fairy Trail Lookout Mountain, TN 37350 TRUST UNDER THE WILL OF ANNE MACLELLAN MUNFORD (CEDE & CO.) Trustees -------- Kathrina H. Maclellan Address: 125 Fairy Trail Lookout Mountain, TN 37350 U.S. Trust Company of Florida Address: c/o U.S. Trust Company of New York 114 West 47th Street New York, NY 10036-1532 Telecopy: (212) 852-3433 Attention: Sandra T. Cargill Senior Vice President THE CHARITABLE REMAINDER UNITRUST OF KATHRINA H. MACLELLAN 8/11/76 Trustee ------- U.S. Trust Company of New York Address: 114 West 47th Street New York, NY 10036-1532 Telecopy: (212) 852-3433 Attention: Sandra T. Cargill Senior Vice President TRUST UAW ROBERT HOWZE MACLELLAN DATED 9/22/88 Trustee ------- SunTrust Bank, Chattanooga N.A. Address: SunTrust Bank, Chattanooga (M0310) 736 Market Street Chattanooga, TN 37401 Telecopy: (423) 757-3100 Attention: Richard Stewart Vice President & Senior Trust Officer Page 13 of 30 TRUST UNDER DEED ROBERT HOWZE MACLELLAN DATED 1/7/94 FOR ROBERT HOWZE MACLELLAN Trustee ------- U.S. Trust Company of New York Address: 114 West 47th Street New York, NY 10036-1532 Telecopy: (212) 852-3433 Attention: Sandra T. Cargill Senior Vice President TRUST UAW ROBERT H. MACLELLAN FOR HEATHER HOWZE MACLELLAN Trustees -------- Joseph F. Decosimo, Sr. Address: Joseph F. Decosimo & Co. 1100 Tallan Building Two Union Square Chattanooga, TN 37402 Telecopy: (423) 756-2939 J. Nelson Irvine Address: Chambliss & Bahner, PLLC 1000 Tallan Building Two Union Square Chattanooga, TN 37402 Telecopy: (423) 265-9574 TRUST UAW ROBERT H. MACLELLAN FOR IAN LLEWELLYN MACLELLAN Trustees -------- Joseph F. Decosimo, Sr. Address: Joseph F. Decosimo & Co. 1100 Tallan Building Two Union Square Chattanooga, TN 37402 Telecopy: (423) 756-2939 J. Nelson Irvine Address: Chambliss & Bahner, PLLC 1000 Tallan Building Two Union Square Chattanooga, TN 37402 Telecopy: (423) 265-9574 Page 14 of 30 THE TRUST FOR R.L. MACLELLAN AND K.H. MACLELLAN FOUNDATION U/A FOR MRS. KATHRINA H. MACLELLAN DATED 1/4/73 Trustees -------- Kathrina H. Maclellan Address: 125 Fairy Trail Lookout Mountain, TN 37350 Joseph F. Decosimo, Sr. Address: Joseph F. Decosimo & Co. 1100 Tallan Building Two Union Square Chattanooga, TN 37402 Telecopy: (423) 756-2939 Douglas Daugherty Address: Chattanooga Resource Foundation 102 Walnut Street Chattanooga, TN 37403-1121 Telecopy: (423) 756-8250 Lee S. Anderson Address: 220 N. Crest Road Chattanooga, TN 37404 Telecopy: (423) 757-6383 (office) Richard L. Heffner, Sr. Address: 3655 Randall Hall, N.W. Atlanta, GA 30327 Telecopy: (404) 233-7238 (call number first before faxing) Robert H. Maclellan Address: 131 S. Hermitage Avenue Lookout Mountain, TN 37350 Telecopy: (423) 825-6838 (home) (423) 820-0539 (office) Thomas H. McCallie, III Address: Suite 501 Provident Building One Fountain Square Chattanooga, TN 37402 Telecopy: (423) 755-1640 Page 15 of 30 THE SECOND CHARITABLE REMAINDER UNITRUST OF K.H. MACLELLAN DATED 12/17/81 Trustees -------- Kathrina H. Maclellan Address: 125 Fairy Trail Lookout Mountain, TN 37350 U.S. Trust Company of New York Address: 114 West 47th Street New York, NY 10036-1532 Telecopy: (212) 852-3433 Attention: Sandra T. Cargill Senior Vice President Page 16 of 30 HUGH O. MACLELLAN JR. FAMILY ACCOUNTS ------------------------------------- HUGH O. MACLELLAN, JR. Address: Suite 501 Provident Building One Fountain Square Chattanooga, TN 37402 Telecopy: (423) 755-1640 TRUST U/A HUGH O. MACLELLAN DATED 12/8/48 FOR HUGH O. MACLELLAN, JR. Trustees -------- Hugh O. Maclellan, Jr. Address: Suite 501 Provident Building One Fountain Square Chattanooga, TN 37402 Telecopy: (423) 755-1640 SunTrust Bank, Chattanooga N.A. Address: SunTrust Bank, Chattanooga (M0310) 736 Market Street Chattanooga, TN 37401 Telecopy: (423) 757-3100 Attention: Richard Stewart Vice President & Senior Trust Officer TRUST U/A HUGH O. MACLELLAN, SR. DATED 11/19/66 FOR THE BENEFIT OF CATHERINE H. MACLELLAN Trustee ------- Hugh O. Maclellan, Jr. Address: Suite 501 Provident Building One Fountain Square Chattanooga, TN 37402 Telecopy: (423) 755-1640 TRUST U/A HUGH O. MACLELLAN, SR. DATED 7/8/68 FOR THE BENEFIT OF DANIEL O. MACLELLAN Trustee ------- Hugh O. Maclellan, Jr. Address: Suite 501 Provident Building One Fountain Square Chattanooga, TN 37402 Telecopy: (423) 755-1640 Page 17 of 30 TRUST U/A HUGH O. MACLELLAN, SR. DATED 3/12/64 FOR THE BENEFIT OF CHRISTOPHER H. MACLELLAN Trustee ------- Hugh O. Maclellan, Jr. Address: Suite 501 Provident Building One Fountain Square Chattanooga, TN 37402 Telecopy: (423) 755-1640 H.O. MACLELLAN, JR. AND SUNTRUST BANK TRUSTEES U/A H.O. MACLELLAN, SR. FOR THE BENEFIT OF CATHERINE H. MACLELLAN AND HER DESCENDANTS DATED 5/29/70 (#4629) Trustees -------- Hugh O. Maclellan, Jr. Address: Suite 501 Provident Building One Fountain Square Chattanooga, TN 37402 Telecopy: (423) 755-1640 SunTrust Bank, Chattanooga N.A. Address: SunTrust Bank, Chattanooga (M0310) 736 Market Street Chattanooga, TN 37401 Telecopy: (423) 757-3100 Attention: Richard Stewart Vice President & Senior Trust Officer H.O. MACLELLAN, JR. AND SUNTRUST BANK TRUSTEES U/A H.O. MACLELLAN, SR. FOR THE BENEFIT OF DANIEL O. MACLELLAN AND HIS DESCENDANTS DATED 5/29/70 (#4630) Trustees -------- Hugh O. Maclellan, Jr. Address: Suite 501 Provident Building One Fountain Square Chattanooga, TN 37402 Telecopy: (423) 755-1640 SunTrust Bank, Chattanooga N.A. Address: SunTrust Bank, Chattanooga (M0310) 736 Market Street Chattanooga, TN 37401 Telecopy: (423) 757-3100 Attention: Richard Stewart Vice President & Senior Trust Officer Page 18 of 30 H.O. MACLELLAN, JR. AND SUNTRUST BANK TRUSTEES U/A H.O. MACLELLAN, SR. FOR THE BENEFIT OF CHRISTOPHER H. MACLELLAN AND HIS DESCENDANTS DATED 5/29/70 (#4631) Trustees Hugh O. Maclellan, Jr. Address: Suite 501 Provident Building One Fountain Square Chattanooga, TN 37402 Telecopy: (423) 755-1640 SunTrust Bank, Chattanooga N.A. Address: SunTrust Bank, Chattanooga (M0310) 736 Market Street Chattanooga, TN 37401 Telecopy: (423) 757-3100 Attention: Richard Stewart Vice President & Senior Trust Officer Page 19 of 30 THE H.O. MACLELLAN, SR. CHARITABLE INC. TRUST DATED 11/29/83 FOR THE BENEFIT OF ELIZABETH MACLELLAN Trustees -------- Hugh O. Maclellan, Jr. Address: Suite 501 Provident Building One Fountain Square Chattanooga, TN 37402 Telecopy: (423) 755-1640 Charlotte F. Maclellan Address: c/o Hugh O. Maclellan (under power-of-attorney) Suite 501 Provident Building One Fountain Square Chattanooga, TN 37402 Telecopy: (423) 755-1640 Lee S. Anderson Address: 220 N. Crest Road Chattanooga, TN 37404 Telecopy: (423) 757-6383 (office) John C. Stophel Address: Stophel and Stophel 500 Tallan Building Two Union Square Chattanooga, TN 37402-2571 Telecopy: (423) 266-5032 Page 20 of 30 CHARITABLE INCOME (LEAD) TRUST U/A HUGH O. MACLELLAN, SR. DATED 12/31/76 FOR THE BENEFIT OF CHRISTOPHER H. MACLELLAN Trustees -------- Hugh O. Maclellan, Jr. Address: Suite 501 Provident Building One Fountain Square Chattanooga, TN 37402 Telecopy: (423) 755-1640 Charlotte M. Heffner Address: 3655 Randall Hall, N.W. Atlanta, GA 30327 Telecopy: (404) 233-7238 (call number first before faxing) Lee S. Anderson Address: 220 N. Crest Road Chattanooga, TN 37404 Telecopy: (423) 757-6383 (office) John C. Stophel Address: Stophel and Stophel 500 Tallan Building Two Union Square Chattanooga, TN 37402-2571 Telecopy: (423) 266-5032 CHARITABLE INCOME (LEAD) TRUST U/A H.O. MACLELLAN, SR. DATED 12/31/76 FOR THE BENEFIT OF CATHERINE H. MACLELLAN Trustees -------- Hugh O. Maclellan, Jr. Address: Suite 501 Provident Building One Fountain Square Chattanooga, TN 37402 Telecopy: (423) 755-1640 Charlotte M. Heffner Address: 3655 Randall Hall, N.W. Atlanta, GA 30327 Telecopy: (404) 233-7238 (call number first before faxing) Lee S. Anderson Address: 220 N. Crest Road Chattanooga, TN 37404 Telecopy: (423) 757-6383 (office) John C. Stophel Address: Stophel and Stophel 500 Tallan Building Two Union Square Chattanooga, TN 37402-2571 Telecopy: (423) 266-5032 Page 21 of 30 CHARITABLE INCOME (LEAD) TRUST U/A H.O. MACLELLAN, SR. DATED 12/31/76 FOR THE BENEFIT OF DANIEL O. MACLELLAN Trustees -------- Hugh O. Maclellan, Jr. Address: Suite 501 Provident Building One Fountain Square Chattanooga, TN 37402 Telecopy: (423) 755-1640 Charlotte M. Heffner Address: 3655 Randall Hall, N.W. Atlanta, GA 30327 Telecopy: (404) 233-7238 (call number first before faxing) Lee S. Anderson Address: 220 N. Crest Road Chattanooga, TN 37404 Telecopy: (423) 757-6383 (office) John C. Stophel Address: Stophel and Stophel 500 Tallan Building Two Union Square Chattanooga, TN 37402-2571 Telecopy: (423) 266-5032 CHARITABLE INCOME (LEAD) TR U/A H.O. MACLELLAN, SR. DATED 12/31/76 FOR THE BENEFIT OF ELIZABETH MACLELLAN Trustees -------- Hugh O. Maclellan, Jr. Address: Suite 501 Provident Building One Fountain Square Chattanooga, TN 37402 Telecopy: (423) 755-1640 Charlotte M. Heffner Address: 3655 Randall Hall, N.W. Atlanta, GA 30327 Telecopy: (404) 233-7238 (call number first before faxing) Lee S. Anderson Address: 220 N. Crest Road Chattanooga, TN 37404 Telecopy: (423) 757-6383 (office) John C. Stophel Address: Stophel and Stophel 500 Tallan Building Two Union Square Chattanooga, TN 37402-2571 Telecopy: (423) 266-5032 Page 22 of 30 IRREVOCABLE TRUST U/A NANCY B. MACLELLAN DATED 12/15/83 FOR THE BENEFIT OF ELIZABETH MACLELLAN Trustee ------- Hugh O. Maclellan, Jr. Address: Suite 501 Provident Building One Fountain Square Chattanooga, TN 37402 Telecopy: (423) 755-1640 HUGH O. MACLELLAN, JR. CUSTODIAN FOR ELIZABETH MACLELLAN Custodian --------- Hugh O. Maclellan, Jr. Address: Suite 501 Provident Building One Fountain Square Chattanooga, TN 37402 Telecopy: (423) 755-1640 CHRISTOPHER HUGH MACLELLAN Address: c/o Hugh O. Maclellan, Jr. Suite 501 Provident Building One Fountain Square Chattanooga, TN 37402 Telecopy: (423) 755-1640 CHRISTOPHER HUGH MACLELLAN CUSTODIAN FOR MORGAN CHRISTOPHER MACLELLAN Custodian --------- Christopher H. Maclellan Address: c/o Hugh O. Maclellan, Jr. Suite 501 Provident Building One Fountain Square Chattanooga, TN 37402 Telecopy: (423) 755-1640 CHRISTOPHER HUGH MACLELLAN CUSTODIAN FOR HUGH MACLELLAN III Custodian --------- Christopher H. Maclellan Address: c/o Hugh O. Maclellan, Jr. Suite 501 Provident Building One Fountain Square Chattanooga, TN 37402 Telecopy: (423) 755-1640 Page 23 of 30 CHRISTOPHER HUGH MACLELLAN CUSTODIAN FOR ROBERT BROWNE MACLELLAN Custodian --------- Christopher H. Maclellan Address: c/o Hugh O. Maclellan, Jr. Suite 501 Provident Building One Fountain Square Chattanooga, TN 37402 Telecopy: (423) 755-1640 SUSAN MACLELLAN Address: c/o Hugh O. Maclellan, Jr. Suite 501 Provident Building One Fountain Square Chattanooga, TN 37402 Telecopy: (423) 755-1640 DANIEL OWEN MACLELLAN Address: 107 West Brookfield Avenue Nashville, TN 37205 DANIEL O. MACLELLAN CUSTODIAN FOR JACQUELINE HANNAH MACLELLAN Custodian --------- Daniel O. Maclellan Address: 107 West Brookfield Avenue Nashville, TN 37205 LESLIE STOPHEL MACLELLAN Address: 107 West Brookfield Avenue Nashville, TN 37205 CATHERINE MACLELLAN HEALD Address: 922 Beaverbrook Drive Atlanta, GA 30318 Page 24 of 30 CATHERINE MACLELLAN HEALD CUSTODIAN FOR FRANCES ANNE HEALD Custodian --------- Catherine Maclellan Heald Address: 922 Beaverbrook Drive Atlanta, GA 30318 CATHERINE MACLELLAN HEALD CUSTODIAN FOR HALLIE ELIZABETH HEALD Custodian --------- Catherine Maclellan Heald Address: 922 Beaverbrook Drive Atlanta, GA 30318 CATHERINE MACLELLAN HEALD CUSTODIAN FOR HAMILTON REED HEALD Custodian --------- Catherine Maclellan Heald Address: 922 Beaverbrook Drive Atlanta, GA 30318 DARYL HEALD Address: 922 Beaverbrook Drive Atlanta, GA 30318 NANCY BROWNE MACLELLAN Address: c/o Hugh O. Maclellan, Jr. Suite 501 Provident Building One Fountain Square Chattanooga, TN 37402 Telecopy: (423) 755-1640 TRUST OF HUGH O. MACLELLAN, JR. DATED 1/31/67 FOR THE BENEFIT OF THE CHILDREN Trustee ------- Nancy Browne Maclellan Address: c/o Hugh O. Maclellan, Jr. Suite 501 Provident Building One Fountain Square Chattanooga, TN 37402 Telecopy: (423) 755-1640 Page 25 of 30 CHARLOTTE MACLELLAN HEFFNER FAMILY ACCOUNTS ------------------------------------------- CHARLOTTE M. HEFFNER Address: 3655 Randall Hall, N.W. Atlanta, GA 30327 Telecopy: (404) 233-7238 (call number first before faxing) H.O. MACLELLAN SENIOR TRUST DATED 9/8/72 FOR THE BENEFIT OF RICHARD L. HEFFNER, JR. Trustees -------- Charlotte M. Heffner Address: 3655 Randall Hall, N.W. Atlanta, GA 30327 Telecopy: (404) 233-7238 (call number first before faxing) SunTrust Bank, Chattanooga N.A. Address: SunTrust Bank, Chattanooga (M0310) 736 Market Street Chattanooga, TN 37401 Telecopy: (423) 757-3100 Attention: Richard Stewart Vice President & Senior Trust Officer H.O. MACLELLAN SENIOR TRUST DATED 9/8/72 FOR THE BENEFIT OF THOMAS M. HEFFNER Trustees -------- Charlotte M. Heffner Address: 3655 Randall Hall, N.W. Atlanta, GA 30327 Telecopy: (404) 233-7238 (call number first before faxing) SunTrust Bank, Chattanooga N.A. Address: SunTrust Bank, Chattanooga (M0310) 736 Market Street Chattanooga, TN 37401 Telecopy: (423) 757-3100 Attention: Richard Stewart Vice President & Senior Trust Officer Page 26 of 30 CHARITABLE INCOME (LEAD) TRUST U/A H.O. MACLELLAN SENIOR TRUST DATED 12/31/76 FOR THE BENEFIT OF RICHARD L. HEFFNER, JR. Trustees -------- Hugh O. Maclellan, Jr. Address: Suite 501 Provident Building One Fountain Square Chattanooga, TN 37402 Telecopy: (423) 755-1640 Charlotte M. Heffner Address: 3655 Randall Hall, N.W. Atlanta, GA 30327 Telecopy: (404) 233-7238 (call number first before faxing) Lee S. Anderson Address: 220 N. Crest Road Chattanooga, TN 37404 Telecopy: (423) 757-6383 (office) John C. Stophel Address: Stophel and Stophel 500 Tallan Building Two Union Square Chattanooga, TN 37402-2571 Telecopy: (423) 266-5032 CHARITABLE INCOME (LEAD) TRUST U/A H.O. MACLELLAN SENIOR DATED 12/31/76 FOR THE BENEFIT OF THOMAS MACLELLAN HEFFNER Trustees -------- Hugh O. Maclellan, Jr. Address: Suite 501 Provident Building One Fountain Square Chattanooga, TN 37402 Telecopy: (423) 755-1640 Charlotte M. Heffner Address: 3655 Randall Hall, N.W. Atlanta, GA 30327 Telecopy: (404) 233-7238 (call number first before faxing) Lee S. Anderson Address: 220 N. Crest Road Chattanooga, TN 37404 Telecopy: (423) 757-6383 (office) John C. Stophel Address: Stophel and Stophel 500 Tallan Building Two Union Square Chattanooga, TN 37402-2571 Telecopy: (423) 266-5032 Page 27 of 30 TRUST U/A H.O. MACLELLAN SENIOR DATED 12/9/48 FOR THE BENEFIT OF CHARLOTTE M. HEFFNER Trustees -------- Charlotte M. Heffner Address: 3655 Randall Hall, N.W. Atlanta, GA 30327 Telecopy: (404) 233-7238 (call number first before faxing) SunTrust Bank, Chattanooga N.A. Address: SunTrust Bank, Chattanooga (M0310) 736 Market Street Chattanooga, TN 37401 Telecopy: (423) 757-3100 Attention: Richard Stewart Vice President & Senior Trust Officer CHARLOTTE M. HEFFNER AND RICHARD L. HEFFNER, SR. TRUSTEES FOR THE BENEFIT OF RICHARD L. HEFFNER, SR. DATED 1/26/96 Trustees -------- Charlotte M. Heffner Address: 3655 Randall Hall, N.W. Atlanta, GA 30327 Telecopy: (404) 233-7238 (call number first before faxing) Richard L. Heffner, Sr. Address: 3655 Randall Hall, N.W. Atlanta, GA 30327 Telecopy: (404) 233-7238 (call number first before faxing) RICHARD L. HEFFNER, SR. Address: 3655 Randall Hall, N.W. Atlanta, GA 30327 Telecopy: (404) 233-7238 (call number first before faxing) Page 28 of 30 IRREVOCABLE TRUST DATED 12/3/64 OF H.O. MACLELLAN, SR. FOR THE BENEFIT OF THOMAS MACLELLAN HEFFNER Trustee ------- Richard L. Heffner, Sr. Address: 3655 Randall Hall, N.W. Atlanta, GA 30327 Telecopy: (404) 233-7238 (call number first before faxing) IRREVOCABLE TRUST DATED 6/1/62 OF H.O. MACLELLAN, SR. FOR THE BENEFIT OF RICHARD L. HEFFNER, JR. Trustee ------- Richard L. Heffner, Sr. Address: 3655 Randall Hall, N.W. Atlanta, GA 30327 Telecopy: (404) 233-7238 (call number first before faxing) RICHARD L. HEFFNER, JR. Address: 28 Bramham Gardens, Flat 11 London SW5 0HE England Telecopy: 011-44-171-373-8776 (call number first before faxing) CHRISTINA M. HEFFNER Address: 28 Bramham Gardens, Flat 11 London SW5 0HE England Telecopy: 011-44-171-373-8776 (call number first before faxing) THOMAS MACLELLAN HEFFNER Address: 1230 North Horn Avenue Apt. 628 West Hollywood, California 90069 Telecopy: (310) 360-9945 Page 29 of 30 JEAN B. TIPTON Address: c/o Hugh O. Maclellan, Jr. Suite 501 Provident Building One Fountain Square Chattanooga, TN 37402 Telecopy: (423) 755-1640 Page 30 of 30 HUGH O. MACLELLAN JR. AND CHARLOTTE MACLELLAN HEFFNER FAMILY ACCOUNTS ------------------------------------------- IRREVOCABLE INSURANCE TRUST OF HUGH O. MACLELLAN, SR. DATED 1/31/67 Trustees -------- Hugh O. Maclellan, Jr. Address: Suite 501 Provident Building One Fountain Square Chattanooga, TN 37402 Telecopy: (423) 755-1640 Charlotte M. Heffner Address: 3655 Randall Hall, N.W. Atlanta, GA 30327 Telecopy: (404) 233-7238 (call number first before faxing) EX-99.6 4 LOCK-UP AGREEMENT EXHIBIT 6 May 5, 1997 Morgan Stanley & Co. Incorporated Salomon Brothers Inc c/o Morgan Stanley & Co. Incorporated 1585 Broadway New York, New York 10036 Dear Sirs: The undersigned understands that Morgan Stanley & Co. Incorporated ("Morgan Stanley") and Salomon Brothers Inc ("Salomon Brothers"), as Representatives of the several Underwriters, propose to enter into an Underwriting Agreement (the "Underwriting Agreement") with Textron Inc., a Delaware corporation (the "Selling Stockholder") and Provident Companies, Inc., a Delaware corporation (the "Company") providing for the public offering (the "Public Offering") by the several Underwriters, including Morgan Stanley and Salomon Brothers (the "Underwriters"), of 5,917,500 shares (the "Shares") of the Common Stock, $1.00 par value per share of the Company (the "Common Stock"). The number of shares of Common Stock beneficially owned by the undersigned as of May 31, 1996, is as set forth opposite his name on Schedule I to the Registration Rights Agreement, dated May 31, 1996, between certain stockholders of the Company and the Company. To induce the Underwriters that may participate in the Public Offering to continue their efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of Morgan Stanley on behalf of the Underwriters, it will not, during the period commencing on the date hereof and ending 90 days after the date of the final prospectus relating to the Public Offering (the "Prospectus"), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (provided that such shares or securities are either now owned by the undersigned or are hereafter acquired prior to or in connection with the Public Offering), or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such shares of Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise; provided, that the undersigned may dispose of any shares of Common Stock or securities convertible into or exercisable for shares of Common Stock (A) pursuant to a bona fide gift between or among family members or the estate of the undersigned (including, without limitation, any transfer by the undersigned to or among any trust, foundation, custodial or other similar accounts or funds in which the undersigned or other member of his family serves as trustee or custodian or in a similar fiduciary capacity or to a trust created by the undersigned which has a member of his immediate family as a beneficiary) and (B) pursuant to any transfer to any organization, which transfer qualifies for the federal income tax charitable deduction at the time of such transfer; provided further, that in the case of clauses (A) and (B) Morgan Stanley & Co. Incorporated -2- Salomon Brothers Inc above, the transferee is then bound by or agrees to be bound by the restrictions described in this paragraph from the date of such transfer until the expiration of the 90-day period described above. The foregoing sentence shall not apply to the sale of any Shares to the Underwriters pursuant to the Underwriting Agreement. In addition, the undersigned agrees that, without the prior written consent of Morgan Stanley on behalf of the Underwriters, it will not, during the period commencing on the date hereof and ending 90 days after the date of the Prospectus, make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to agreement between the Company and the Underwriters. Very truly yours, /s/Hugh O. Maclellan, Jr. ------------------------- Hugh O. Maclellan, Jr. /s/Kathrina H. Maclellan ------------------------ Kathrina H. Maclellan /s/Charlotte M. Heffner ----------------------- Charlotte M. Heffner [Note: Certain signature pages not containing Mrs. Heffner's signature have been omitted from this filing.] LUA-2 THE R.J. MACLELLAN TRUST FOR THE R.L. MACLELLAN FAMILY (#2151) By/s/Kathrina H. Maclellan ------------------------- Name: Kathrina H. Maclellan Title: Trustee By/s/Robert H. Maclellan ------------------------ Name: Robert H. Maclellan Title: Trustee By SunTrust Bank, Chattanooga N.A. Trustee By/s/Richard Stewart -------------------- Name: Richard Stewart Title: V.P. & Sr. Trust Officer By/s/Dudley Porter, Jr. ----------------------- Name: Dudley Porter, Jr. Title: Trustee LUA-3 THE R.J. MACLELLAN TRUST FOR THE R.L. MACLELLAN FAMILY TRUST (#215109) By/s/Kathrina H. Maclellan -------------------------- Name: Kathrina H. Maclellan Title: Trustee By/s/Robert H. Maclellan ------------------------ Name: Robert H. Maclellan Title: Trustee By SunTrust Bank, Chattanooga N.A., Trustee By/s/Richard Stewart -------------------- Name: Richard Stewart Title: V.P. & Sr. Trust Officer By/s/Dudley Porter, Jr. ----------------------- Name: Dudley Porter, Jr. Title: Trustee LUA-4 THE R.J. MACLELLAN TRUST FOR THE HUGH O. MACLELLAN, SR. FAMILY (#2152) By/s/Hugh O. Maclellan, Jr. --------------------------- Name: Hugh O. Maclellan, Jr. Title: Trustee By/s/Charlotte M. Heffner ------------------------- Name: Charlotte M. Heffner Title: Trustee By SunTrust Bank, Chattanooga N.A., Trustee By/s/Richard Stewart -------------------- Name: Richard Stewart Title: V.P. & Sr. Trust Officer By/s/Thomas H. McCallie, III ---------------------------- Name: Thomas H. McCallie, III Title: Trustee LUA-5 THE R.J. MACLELLAN TRUST FOR THE H.O. MACLELLAN, SR. FAMILY (#215209) By/s/Hugh O. Maclellan, Jr. --------------------------- Name: Hugh O. Maclellan, Jr. Title: Trustee By/s/Charlotte M. Heffner ------------------------- Name: Charlotte M. Heffner Title: Trustee By SunTrust Bank, Chattanooga N.A., Trustee By/s/Richard Stewart -------------------- Name: Richard Stewart Title: V.P. & Sr. Trust Officer By/s/Thomas H. McCallie, III ---------------------------- Name: Thomas H. McCallie, III Title: Trustee LUA-6 THE CORA L. MACLELLAN TRUST FOR THE R.L. MACLELLAN FAMILY (#2155) By/s/Kathrina H. Maclellan -------------------------- Name: Kathrina H. Maclellan Title: Trustee By/s/Robert H. Maclellan ------------------------ Name: Robert H. Maclellan Title: Trustee By SunTrust Bank, Chattanooga N.A., Trustee By/s/Richard Stewart -------------------- Name: Richard Stewart Title: V.P. & Sr. Trust Officer By/s/Dudley Porter, Jr. ----------------------- Name: Dudley Porter, Jr. Title: Trustee LUA-7 THE CORA L. MACLELLAN TRUST FOR THE R.L. MACLELLAN FAMILY (#215509) By/s/Kathrina H. Maclellan -------------------------- Name: Kathrina H. Maclellan Title: Trustee By/s/Robert H. Maclellan ------------------------ Name: Robert H. Maclellan Title: Trustee By SunTrust Bank, Chattanooga N.A., Trustee By/s/Richard Stewart -------------------- Name: Richard Stewart Title: V.P. & Sr. Trust Officer By/s/Dudley Porter, Jr. ----------------------- Name: Dudley Porter, Jr. Title: Trustee LUA-8 THE CORA L. MACLELLAN TRUST FOR THE HUGH O. MACLELLAN, SR. FAMILY (#2156) By/s/Hugh O. Maclellan, Jr. --------------------------- Name: Hugh O. Maclellan, Jr. Title: Trustee By/s/Charlotte M. Heffner ------------------------- Name: Charlotte M. Heffner Title: Trustee By SunTrust Bank, Chattanooga N.A., Trustee By/s/Richard Stewart -------------------- Name: Richard Stewart Title: V.P. & Sr. Trust Officer By/s/Thomas H. McCallie, III ---------------------------- Name: Thomas H. McCallie, III Title: Trustee LUA-9 THE CORA L. MACLELLAN TRUST FOR THE H.O. MACLELLAN, SR. FAMILY (#215609) By/s/Hugh O. Maclellan, Jr. --------------------------- Name: Hugh O. Maclellan, Jr. Title: Trustee By/s/Charlotte M. Heffner ------------------------- Name: Charlotte M. Heffner Title: Trustee By SunTrust Bank, Chattanooga N.A., Trustee By/s/Richard Stewart -------------------- Name: Richard Stewart Title: V.P. & Sr. Trust Officer By/s/Thomas H. McCallie, III ---------------------------- Name: Thomas H. McCallie, III Title: Trustee LUA-10 THE R.J. MACLELLAN TRUST FOR THE MACLELLAN FOUNDATION, INC. (#2150) By/s/Kathrina H. Maclellan -------------------------- Name: Kathrina H. Maclellan Title: Trustee By/s/Hugh O. Maclellan, Jr. --------------------------- Name: Hugh O. Maclellan, Jr. Title: Trustee By SunTrust Bank, Chattanooga N.A., Trustee By/s/R.A. Duke, Jr. ------------------- Name: R.A. Duke, Jr. Title: President By/s/Dudley Porter, Jr. ----------------------- Name: Dudley Porter, Jr. Title: Trustee LUA-11 THE MACLELLAN FOUNDATION By/s/Kathrina H. Maclellan -------------------------- Name: Kathrina H. Maclellan Title: Trustee By/s/Hugh O. Maclellan, Jr. --------------------------- Name: Hugh O. Maclellan, Jr. Title: Trustee By/s/Frank A. Brock ------------------- Name: Frank A. Brock Title: Trustee By/s/G. Richard Hostetter ------------------------- Name: G. Richard Hostetter Title: Trustee By/s/Robert H. Maclellan ------------------------ Name: Robert H. Maclellan Title: Trustee By/s/Charlotte M. Heffner ------------------------- Name: Charlotte M. Heffner Title: Trustee By/s/Ronald W. Blue ------------------- Name: Ronald W. Blue Title: Trustee By/s/A.S. (Pat) MacMillan ------------------------- Name: A.S. (Pat) MacMillan Title: Trustee LUA-12 CHRISTIAN EDUCATION CHARITABLE TRUST By/s/Hugh O. Maclellan, Jr. --------------------------- Name: Hugh O. Maclellan, Jr. Title: Trustee THE HUGH AND CHARLOTTE MACLELLAN CHARITABLE TRUST By/s/Hugh O. Maclellan, Jr. --------------------------- Name: Hugh O. Maclellan, Jr. Title: Trustee By/s/Charlotte M. Heffner ------------------------- Name: Charlotte M. Heffner Title: Trustee By/s/Henry A. Henegar --------------------- Name: Henry A. Henegar Title: Trustee By/s/Lee S. Anderson -------------------- Name: Lee S. Anderson Title: Trustee By/s/Frank A. Brock ------------------- Name: Frank A. Brock Title: Trustee By/s/John C. Stophel -------------------- Name: John C. Stophel Title: Trustee LUA-14 ESTATE OF HUGH O. MACLELLAN, SR. By/s/Hugh O. Maclellan, Jr. --------------------------- Name: Hugh O. Maclellan, Jr. Title: Executor By/s/Charlotte M. Heffner ------------------------- Name: Charlotte M. Heffner Title: Executor By/s/A.S. (Pat) MacMillan ------------------------- Name: A.S. (Pat) MacMillan Title: Executor /s/Hugh O. Maclellan, Jr. ------------------------- Charlotte F. Maclellan By Hugh O. Maclellan, Jr., Attorney-in-fact LUA-15 TRUST OF C.F. MACLELLAN DATED 6/2/52 FOR THE PRIMARY BENEFIT OF CHARLOTTE M. HEFFNER By/s/Hugh O. Maclellan, Jr. --------------------------- Name: Hugh O. Maclellan, Jr. Title: Trustee By/s/Charlotte M. Heffner ------------------------- Name: Charlotte M. Heffner Title: Trustee By U.S. Trust Company of Florida, Trustee By/s/Howard E.N. Wilson ----------------------- Name: Howard E.N. Wilson Title: Regional Vice President TRUST OF C.F. MACLELLAN DATED 6/2/52 FOR H.O. MACLELLAN, JR. By/s/Hugh O. Maclellan, Jr. --------------------------- Name: Hugh O. Maclellan, Jr. Title: Trustee By/s/Charlotte M. Heffner ------------------------- Name: Charlotte M. Heffner Title: Trustee LUA-16 TRUST OF H.O. MACLELLAN, SR. FOR THE BENEFIT OF GREAT GRANDCHILDREN By/s/Hugh O. Maclellan, Jr. --------------------------- Name: Hugh O. Maclellan, Jr. Title: Trustee By/s/Charlotte M. Heffner ------------------------- Name: Charlotte M. Heffner Title: Trustee LUA-23 CHARITABLE INCOME (LEAD) TRUST U/A HUGH O. MACLELLAN, SR. DATED 12/31/76 FOR THE BENEFIT OF CHRISTOPHER H. MACLELLAN By/s/Hugh O. Maclellan, Jr. --------------------------- Name: Hugh O. Maclellan, Jr. Title: Trustee By/s/Charlotte M. Heffner ------------------------- Name: Charlotte M. Heffner Title: Trustee By/s/Lee S. Anderson -------------------- Name: Lee S. Anderson Title: Trustee By/s/John C. Stophel -------------------- Name: John C. Stophel Title: Trustee LUA-24 CHARITABLE INCOME (LEAD) TRUST U/A H.O. MACLELLAN, SR. DATED 12/31/76 FOR THE BENEFIT OF CATHERINE H. MACLELLAN By/s/Hugh O. Maclellan, Jr. --------------------------- Name: Hugh O. Maclellan, Jr. Title: Trustee By/s/Charlotte M. Heffner ------------------------- Name: Charlotte M. Heffner Title: Trustee By/s/Lee S. Anderson -------------------- Name: Lee S. Anderson Title: Trustee By/s/John C. Stophel -------------------- Name: John C. Stophel Title: Trustee LUA-25 CHARITABLE INCOME (LEAD) TRUST U/A H.O. MACLELLAN, SR. DATED 12/31/76 FOR THE BENEFIT OF DANIEL O. MACLELLAN By/s/Hugh O. Maclellan, Jr. --------------------------- Name: Hugh O. Maclellan, Jr. Title: Trustee By/s/Charlotte M. Heffner ------------------------- Name: Charlotte M. Heffner Title: Trustee By/s/Lee S. Anderson -------------------- Name: Lee S. Anderson Title: Trustee By/s/John C. Stophel -------------------- Name: John C. Stophel Title: Trustee LUA-26 CHARITABLE INCOME (LEAD) TR U/A H.O. MACLELLAN, SR. DATED 12/31/76 FOR THE BENEFIT OF ELIZABETH MACLELLAN By/s/Hugh O. Maclellan, Jr. --------------------------- Name: Hugh O. Maclellan, Jr. Title: Trustee By/s/Charlotte M. Heffner ------------------------- Name: Charlotte M. Heffner Title: Trustee By/s/Lee S. Anderson -------------------- Name: Lee S. Anderson Title: Trustee By/s/John C. Stophel -------------------- Name: John C. Stophel Title: Trustee LUA-27 H.O. MACLELLAN SENIOR TRUST DATED 9/8/72 FOR THE BENEFIT OF RICHARD L. HEFFNER, JR. By/s/Charlotte M. Heffner ------------------------- Name: Charlotte M. Heffner Title: Trustee By SunTrust Bank, Chattanooga N.A., Trustee By/s/Richard Stewart -------------------- Name: Richard Stewart Title: V.P. & Sr. Trust Officer H.O. MACLELLAN SENIOR TRUST DATED 9/8/72 FOR THE BENEFIT OF THOMAS M. HEFFNER By/s/Charlotte M. Heffner ------------------------- Name: Charlotte M. Heffner Title: Trustee By SunTrust Bank, Chattanooga N.A., Trustee By/s/Richard Stewart -------------------- Name: Richard Stewart Title: V.P. & Sr. Trust Officer LUA-28 CHARITABLE INCOME (LEAD) TRUST U/A H.O. MACLELLAN SENIOR TRUST DATED 12/31/76 FOR THE BENEFIT OF RICHARD L. HEFFNER, JR. By/s/Hugh O. Maclellan, Jr. --------------------------- Name: Hugh O. Maclellan, Jr. Title: Trustee By/s/Charlotte M. Heffner ------------------------- Name: Charlotte M. Heffner Title: Trustee By/s/Lee S. Anderson -------------------- Name: Lee S. Anderson Title: Trustee By/s/John C. Stophel -------------------- Name: John C. Stophel Title: Trustee LUA-29 CHARITABLE INCOME (LEAD) TRUST U/A H.O. MACLELLAN SENIOR DATED 12/31/76 FOR THE BENEFIT OF THOMAS MACLELLAN HEFFNER By/s/Hugh O. Maclellan, Jr. --------------------------- Name: Hugh O. Maclellan, Jr. Title: Trustee By/s/Charlotte M. Heffner ------------------------- Name: Charlotte M. Heffner Title: Trustee By/s/Lee S. Anderson -------------------- Name: Lee S. Anderson Title: Trustee By/s/John C. Stophel -------------------- Name: John C. Stophel Title: Trustee LUA-30 TRUST U/A H.O. MACLELLAN SENIOR DATED 12/9/48 FOR THE BENEFIT OF CHARLOTTE M. HEFFNER By/s/Charlotte M. Heffner ------------------------- Name: Charlotte M. Heffner Title: Trustee By SunTrust Bank, Chattanooga N.A., Trustee By/s/Richard Stewart -------------------- Name: Richard Stewart Title: V.P. & Sr. Trust Officer CHARLOTTE M. HEFFNER AND RICHARD L. HEFFNER, SR. TRUSTEES FOR THE BENEFIT OF RICHARD L. HEFFNER, SR. DATED 1/26/96 By/s/Charlotte M. Heffner ------------------------- Name: Charlotte M. Heffner Title: Trustee By/s/Richard L. Heffner, Sr. ---------------------------- Name: Richard L. Heffner, Sr. Title: Trustee -----END PRIVACY-ENHANCED MESSAGE-----