EXHIBIT 10.16
AMENDED AND RESTATED RELATIONSHIP AGREEMENT
BETWEEN PROVIDENT COMPANIES, INC. AND
ZURICH INSURANCE COMPANY DATED AS OF MAY 31, 1996.
(attached)
EXHIBIT 10.16
AMENDED AND RESTATED
RELATIONSHIP AGREEMENT
THIS AMENDED AND RESTATED RELATIONSHIP AGREEMENT (this "Agreement") is
made and entered into as of May 31, 1996, by and between PROVIDENT COMPANIES,
INC., a corporation organized and existing under the laws of the State of
Delaware (the "Company"), and ZURICH INSURANCE COMPANY, a corporation organized
and existing under the laws of Switzerland (the "Investor").
WHEREAS, on May 31, 1996 the parties hereto signed the original
Relationship Agreement and such parties desire to amend and restate such
Agreement as of such date; and
WHEREAS, this Amended and Restated Relationship Agreement is being
executed on November 27, 1996 as of May 31, 1996;
NOW, THEREFORE, in consideration of the mutual warranties,
representations, covenants and agreements set forth herein, the parties,
intending to be legally bound, agree as follows:
ARTICLE ONE
DEFINITIONS
As used in this Agreement and any amendments hereto, the following
terms shall have the following meanings respectively:
"Affiliate" shall have the meaning set forth in regulations of the
SEC included in 17 C.F.R. ss. 230.405.
"Beneficial owner" (and various derivations of such term such as
"beneficially owned") shall have the meaning set forth in the regulations of the
SEC included in 17 C.F.R. ss. 240.13d-3; provided that for purposes of this
Agreement, any option, warrant, right, conversion privilege or arrangement to
purchase, acquire or vote Company Voting Securities regardless of the time
period during or at which it may be exercised and regardless of the
consideration paid shall be deemed to give the holder thereof beneficial
ownership of the Company Voting Securities to which it relates (excluding,
however, First Offer Shares (as defined in the Amended and Restated
Family Stockholder Agreement (as the same may be amended or
supplemented from time to time, the "Family Agreement") to be dated
as of the Closing (as defined in the Purchase Agreement) among the
Investors and the holders of Family Shares (the "Family
Stockholders") until such time as such First Offer Shares are acquired by the
Investor or an affiliate thereof pursuant to the Family Agreement). Any Company
Voting Securities which are subject to such options, warrants, rights,
conversion privileges or other arrangements shall be deemed to be outstanding
for purposes of computing the percentage of outstanding securities owned by such
Person but shall not be deemed to be outstanding for the purpose of computing
the percentage of outstanding securities owned by any other Person.
"Common Stock" shall mean the $1.00 par value common stock of the
Company and any security which is exchanged or substituted for such common
stock.
"Company Voting Securities" shall mean all classes of capital stock of
the Company which are then entitled to vote generally in the election of
directors and any securities exchanged or substituted for such classes of
capital stock and any securities convertible into or exchangeable or exercisable
for (whether or not presently convertible, exchangeable or exercisable) such
classes of capital stock. For purposes of determining the amount or percentage
of outstanding Company Voting Securities beneficially owned by a Person, and for
purposes of calculating the aggregate voting power relating to such
Company Voting Securities, securities that are
deemed to be outstanding shall be included to the extent provided in the
definition of "beneficial owner."
"Effective Time" shall have the meaning set forth in the Merger
Agreement (as defined below).
"Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.
"Family Representatives" shall mean initially Hugh O. Maclellan,
Jr., Charlotte M. Heffner, Kathrina H. Maclellan and The Maclellan
Foundation, Inc. (the "Foundation"), or such other persons as shall
have been appointed by written notice to the Company and the Investor as the
representatives of the holders of the Family Shares for purposes of this
Agreement; provided, however, that the number of Family Representatives
shall not exceed four at any time.
"Family Shares" shall mean any Company Voting Securities beneficially
owned by the Foundation, trusts for the benefit of the Foundation or those
members of the Maclellan family and other trusts and foundations identified on
Schedule A attached hereto.
"Initial Threshold" shall mean that percentage of the Outstanding
Voting Power equal to the percentage of the Company Voting Securities
beneficially owned by the Investor as of the Closing (as defined in the Purchase
Agreement), after giving effect to the transactions contemplated by the Purchase
Agreement and the Merger Agreement (as defined in the Purchase Agreement).
"Outstanding Voting Power" shall mean total number of votes which may
be cast in the election of directors of the Company at any meeting of
stockholders of the Company if all Company Voting Securities then outstanding
were present and voted at such meeting, other than votes that may be cast only
by one class or series of stock (other than the Common Stock) or upon the
happening of a contingency.
"Purchase Agreement" shall mean that certain Common Stock Purchase
Agreement, dated as of even date herewith, by and between the Company and the
Investor, as the same may be amended.
"Party" shall mean either the Company, on the one hand, or the
Investor, on the other hand, and "Parties" shall mean the Company and the
Investor.
"Person" shall mean a natural person or any legal, commercial or
governmental entity, such as, but not limited to, a corporation, general
partnership, joint venture, limited partnership, limited liability company,
trust, business association, group (within the meaning of Section 13(d)(3) of
the Exchange Act), or any person acting in a representative capacity.
"Purchase Agreement" shall mean the Amended and Restated Common
Stock Purchase Agreement, entered into as of November 27, 1996 and dated
as of May 31, 1996, by and between the Investor and the Company,
as the same may be amended.
"Qualifying Tender Offer" shall mean an offer to purchase or exchange
for cash or other consideration any Company Voting Securities (whether pursuant
to a tender offer within the meaning of Section 14(d) of the Exchange Act or
otherwise) (i) which is made by or on behalf of the Company or (ii) which is
made by or on behalf of any other Person and which is approved by the Board of
Directors of the Company or not opposed by the Board of Directors
of the Company by two business days prior to the expiration of such offer.
"Registration Rights Agreement" shall mean the Amended and Restated
Registration Rights Agreement, dated as of May 31, 1996, between the Investor
and the Company, as the same may be amended.
"SEC" shall mean the Securities and Exchange Commission.
"Securities Act" shall mean the Securities Act of 1933, as amended.
"Standstill Agreement" shall mean the Standstill Agreement, dated as of
April 29, 1996, by and between the Company and Textron.
"Subsidiary" shall mean any "Subsidiary" of the Company as defined in
Regulation S-X under the Exchange Act.
"Textron" shall mean Textron Inc. and its successors and assigns.
"Textron Shares" shall mean (i) all of the shares of Common Stock
issued to Textron in the Merger and (ii) any Company Voting Securities issued in
respect of any subdivision, split or dividend on the shares of Common Stock
described in subparagraph (i).
ARTICLE TWO
COVENANTS AND AGREEMENTS
2.1 Directors.
(a) Effective as of the Closing, the Company shall take such
action as may be necessary to increase by two the number of members of the Board
of Directors of the Company and to elect to fill such newly created vacancies
two persons designated by the Investor. So long as the Investor is the
beneficial owner of Company Voting Securities representing 10% or more of the
Outstanding Voting Power, the Investor shall be entitled to designate two
persons to serve as directors of the Company. So long as the Investor and its
Affiliates are the beneficial owners of Company Voting Securities representing
5% or more but less than 10% of the Outstanding Voting Power, the Investor shall
be entitled to designate one person to serve as a director of the Company. In
the event that the Investor and its Affiliates are the beneficial owners of
Company Voting Securities representing less than 5% of the Outstanding Voting
Power, the Investor shall not be entitled to designate any person to serve as a
director of the Company. Each of the persons designated by the Investor pursuant
to this Section 2.1(a) is referred to herein as an "Investor Designee."
(b) The Company shall use all reasonable efforts to cause the
election of the required number of Investor Designees to the Board of Directors
of the Company including taking the following actions: (i) at each annual
meeting of Company stockholders at which an Investor Designee's term as a
director expires or at any other meeting of the Company's stockholders at which
directors are to be elected, if the Investor is still entitled to designate one
or more persons to serve as a director of the Company in accordance with this
Agreement, the Investor Designees shall be included in the slate of
nominees recommended by the Company's Board of Directors to the stockholders for
election as directors, unless either (x) an Investor Designee requests not to be
so included in the slate of nominees, in which case such Investor Designee shall
not be so included, or (y) service by an Investor Designee as a director or his
nomination for election as a director is violative of applicable law or
regulation (provided that, in such case, the Investor shall be provided an
opportunity to designate an alternate person to serve as a director). and (ii)
in the event that an Investor Designee is unable to serve, or once having
commenced to serve, is removed or withdraws from the Board of Directors of the
Company, the Investor will have the right to designate such person's replacement
and the Company agrees to take all reasonable action within its power to cause
the election of the substitute Investor Designee to the Board of Directors of
the Company as soon as possible following such person's designation.
(c) In the event that, any time after an annual meeting of
Company stockholders in connection with which the Investor was entitled to
designate two Investor Designees and such Investor Designees were elected as
directors, such Investor Designees are still serving as directors, and prior to
the next annual meeting of Company stockholders the Investor shall beneficially
own Company Voting Securities representing less than 10% but 5% or more of the
Outstanding Voting Power, then, at the request of the Company (provided Investor
at the time of such request shall still beneficially own Company Voting
Securities representing less than 10% but 5% or more of the Outstanding Voting
Power), the Investor shall use all reasonable efforts to cause one of the
Investor Designees then in office to resign as a director. In the event that,
any time after an annual meeting of Company stockholders in connection with
which the Investor was entitled to designate one or more Investor Designees,
such Investor Designees were elected as directors and such Investor Designees
are still serving as directors at such time prior to the next annual meeting of
Company stockholders when the Investor shall beneficially own Company Voting
Securities representing less than 5% of the Outstanding Voting Power, then, at
the request of the Company (provided Investor at the time of such request still
beneficially owns Company Voting Securities representing less than 5% of the
Outstanding Voting Power), the Investor shall use all reasonable efforts to
cause all Investor Designees then in office to resign as directors.
(d) At the request of the Investor, the Company shall cause
the Investor Designees then required to be included in the slate of nominees
recommended by the Company's Board of Directors for the election to the
Company's Board of Directors to be elected to serve on the Board of Directors of
each Subsidiary.
(e) So long as the Investor beneficially owns Company Voting
Securities representing 5% or more of the Outstanding Voting Power, the Company
shall effect all action necessary to appoint one Investor Designee to the
Executive Committee of the Board of Directors (or other committee or group
performing similar functions) (the "Executive Committee") of the Company and
each Subsidiary having such a committee or group on which an Investor Designee
serves as a director.
(f) If after the Closing, the Company takes corporate action
to classify the Board of Directors of the Company, the Investor Designees (if
the Investor is then entitled to designate two directors) shall be designated to
serve on different classes.
(g) So long as the Investor is entitled to designate at least
one member of the Board of Directors of the Company, during any period that the
requisite number of Investor Designees are not members of the Board of
Directors, the Company shall cause one person (to be designated by the Investor
in its sole discretion) to be permitted to attend all meetings of the Board of
Directors of the Company and all meetings of the Executive Committee of the
Company. The Company shall take all action necessary to ensure that (i) the
Investor is notified of all meetings of the Board of Directors in accordance
with and at the times prescribed by the notice provisions of the by-laws of the
Company applicable to directors of the Company and (ii) that the Investor is
furnished with all information and materials furnished to directors of the
Company in connection with any meetings of the Board of Directors or the
Executive Committee at the time such information and materials are furnished to
the directors.
2.2 Acquisition of Voting Securities.
(a) Neither the Investor or any of its Affiliates shall,
directly or indirectly, in any manner, acquire any Company Voting Securities,
if, after giving effect to such acquisition, the Investor and its Affiliates
would beneficially own, in the aggregate, Company Voting Securities representing
more than the Initial Threshold; provided, however, that this Section 2.2 shall
not prohibit the acquisition by the Investor or any of its Affiliates of any
Company Voting Securities the acquisition of which would cause the Investor and
its Affiliates to beneficially own Company Voting Securities in excess of the
Initial Threshold if (i) such securities (x) are Family Shares, (y) are other
than Family Shares if the Investor is unable to exercise the right of first
offer set forth in Section 2 of the Family Agreement due to the restrictions set
forth in clause (ii) of this Section 2.2(a) without giving effect to the proviso
to such clause (ii) or (z) are purchased from Textron (provided that (1) the
number of Company Voting Securities purchased from Textron do not exceed
one-half of the Textron Shares and (2) the Investor or such Affiliate shall have
first offered to the Family Representatives, on behalf of the holders of the
Family Shares, a right to sell the same number of Company Voting Securities to
the Investor or such Affiliate on the same terms as those offered to Textron,
which offer shall not have been irrevocably accepted in full by each of the
Family Representatives, on behalf of all of the holders of the Family Shares,
within 15 business days after such notice is given to each of the Family
Representatives, which acceptance shall identify the selling holders of Family
Shares) and (ii) after giving effect to any such acquisition, the Investor and
its Affiliates would beneficially own Company Voting Securities representing not
more than 40% of the Outstanding Voting Power; provided, further, that,
notwithstanding the foregoing, the Investor and its Affiliates may acquire
Family Shares as would result in the Investor and its Affiliates beneficially
owning Company Voting Securities representing more than 40% of the Outstanding
Voting Power if the Investor or its Affiliates first offer to purchase all of
the issued and outstanding Company Voting Securities at the price offered to be
paid for such Family Shares pursuant to either a tender offer to all holders of
Company Voting Securities or a definitive merger agreement (provided, that if
the Company's Board of Directors recommends that the holders of the Company
Voting Securities accept such offer and tender their shares, such offer shall be
made pursuant to a definitive merger agreement (or a tender offer followed by a
merger) on the same terms).
(b) No provision contained in this Agreement shall
require the Investor or any of its Affiliates to dispose of any Company
Voting Securities if the aggregate percentage of the Outstanding Voting Power
represented by Company Voting Securities beneficially
owned by the Investor and its Affiliates is increased as a result of a
recapitalization of the Company or a repurchase of securities by the Company
or any other action taken by the Company or any of its Affiliates (other than
the Investor or its Affiliates).
(c) The agreements of the Investor set forth in this Section
2.2 shall terminate on the seventh anniversary of the Closing and neither the
Investor nor any of its Affiliates shall have any further obligations or
liabilities hereunder or in respect hereof.
2.3 Exercise of Right of First Refusal. So long as the Investor and its
Affiliates have complied with the provisions of Section 2.2(a) hereof, (a) the
Company shall not exercise any of the rights set forth in Section 3.4 of the
Standstill Agreement with respect to any proposed sale or transfer of Company
Voting Securities by Textron or any of its Subsidiaries (as defined in the
Standstill Agreement) to the Investor or any of its Affiliates and (b) if the
Company receives notice of a proposed sale or transfer of the Textron Shares to
any Person other than the Investor or any of its Affiliates and if requested in
writing by the Investor, the Company shall take such actions as are within its
control to cause the Investor or an Affiliate thereof designated by the Investor
to be the Person designated by the Company to purchase such securities in
accordance with the provisions of Section 3.4(b) of the Standstill Agreement;
provided that any such request by the Investor shall be accompanied by evidence
reasonably satisfactory to the Company that any such sale or transfer to the
Investor or its Affiliates will comply with Section 2.2(a).
2.4 Sales of Company Voting Securities. During the period commencing on
the Closing and ending on the seventh anniversary thereof, neither the Investor
nor any of its Affiliates shall sell, transfer, assign or otherwise dispose of
("Transfer") its beneficial interest in any Company Voting Securities, except:
(a) to the Company or to any Person approved in a resolution adopted by a
majority of the Board of Directors of the Company; (b) in conversion, exchange
or otherwise pursuant to the terms of such Company Voting Securities; (c) in a
merger or consolidation in which the Company is acquired, in a plan of
liquidation of the Company, or pursuant to a Qualifying Tender Offer; (d)
pursuant to a bona fide underwritten public offering including a public sale
pursuant to a registration under the Registration Rights Agreement; (e) pursuant
to Rule 144 under the Securities Act; (f) to the Investor or an Affiliate of the
Investor, provided that such Affiliate shall expressly assume in a writing duly
executed by it and delivered to the Company all of the obligations and
restrictions contained in this Agreement pertaining to the Investor and shall
agree to transfer such Company Voting Securities to the Investor or
another Affiliate of the Investor if such
Affiliate ceases to be an Affiliate of the Investor; (g) to Insurance Partners,
L.P. or Insurance Partners Offshore (Bermuda), L.P. or one or more Affiliates of
either of them (each, an "IP Entity" and collectively, the "IP Entities"),
provided that (i) all voting rights with respect to such Company Voting
Securities are retained by the Investor or an Affiliate thereof until the IP
Entity holding such Company Voting Securities Transfers such Company Voting
Securities in accordance with this Section 2.4 and (ii) each IP Entity acquiring
such shares shall expressly assume in a writing duly executed by it and
delivered to the Company the obligations and restrictions contained in this
Section 2.4 pertaining to the Investor, provided, further, that notwithstanding
any provision of this Section 2.4 to the contrary, with respect to the shares of
Company Voting Securities (not to exceed 3,174,604 shares) acquired from the
Investor by the IP Entities following the acquisition of such shares by the
Investor or an Affiliate of the Investor pursuant to the Purchase Agreement
(including any shares issued in respect of any subdivision, split or dividend on
such shares, the "Original IP Shares"), (A) each IP Entity shall be permitted to
Transfer its beneficial interest in Original IP Shares free and clear of any
restrictions or obligations contained in this Section 2.4 if such Transfer is
required pursuant to the terms of any of the documents, instruments or
agreements (the "Loan Documentation") entered into in connection with the
financing of the purchase by any of the IP Entities of such Original IP Shares
(a "Financing") and (B) nothing contained in this Section 2.4 shall restrict the
ability of any lender providing Financing from exercising any remedies provided
for in the Loan Documentation applicable to such Financing, including, without
limitation, Transferring any Original IP Shares to which such Financing relates
free and clear of any of the restrictions and obligations contained in this
Section 2.4; and (h) in any other manner, provided that prior to making any
offer to sell, sale or other transfer to any Person pursuant to this clause (h)
of Company Voting Securities representing beneficial ownership of more than two
percent (2%) of the Outstanding Voting Power, the Investor shall give the
Company the opportunity to purchase, or to designate an alternative purchaser
of, such Company Voting Securities in the following manner:
(i) The proposed transferor of such Company Voting Securities
shall give to the Company written notice (the "Transfer Notice") of the
proposed transfer, specifying the proposed transferee, the number of
Company Voting Securities proposed to be disposed of, the proposed
consideration to be received in exchange therefor, and the other
material terms of the proposed transfer.
(ii) The Company shall have the right, exercisable by written
notice given to the Person which gave the Transfer Notice within seven
(7) business days after receipt of such Notice, to purchase (or to
cause another Person designated by the Company to purchase) all, but
not less than all, of the Company Voting Securities specified in such
Notice for cash at the purchase price set forth therein. If the
consideration specified in the Transfer Notice includes any property
other than cash, such purchase price shall be deemed to be the amount
of any cash included as part of such consideration plus the value (as
jointly determined by a nationally recognized investment banking firm
selected by each Party or, in the event such firms are unable to agree,
a third nationally recognized investment banking firm to be selected by
the first two such firms) of such other property included in such
consideration and the date on which the Company must exercise its right
of first refusal shall be extended until five (5) business days after
the determination of the value of property included in the
consideration.
(iii) If the Company exercises its right of first refusal
hereunder, the closing of the purchase of the Company Voting Securities
with respect to which such right has been exercised shall take place
within five (5) business days after the Company gives notice of such
exercise; provided that if any approval of or notice to any
governmental authority or agency is required in connection with such
purchase of Company Voting Securities, the parties shall use all
reasonable efforts to obtain such approvals or to make such notices and
the closing shall take place within two (2) business days after receipt
of the last such approval and expiration of any required waiting
periods. If the Company does not exercise its right of first refusal
hereunder within the time specified for such exercise, the Person
giving the Transfer Notice shall be free during the period of six
months following the expiration of such time for exercise to sell the
Company Voting Securities specified in such Notice to any Person for
the consideration specified therein (or at any price in excess
thereof).
ARTICLE THREE
MISCELLANEOUS
3.1 Further Assurances. From time to time after the execution of this
Agreement, as and when requested by the Company and the Investor and to the
extent permitted by Delaware law, the Parties shall take or cause to be taken
such further or other action as shall be necessary to carry out the purposes of
this Agreement.
3.2 Effectiveness of Agreement. The respective rights and
obligations of the Parties under this Agreement shall arise from and after
the Closing.
3.3 Remedies. The Parties recognize and hereby acknowledge
that it may be difficult to accurately measure the amount of damages that
would result to a Party by reason of a failure of the other Party to
perform any of the obligations imposed on it by this
Agreement. The Parties accordingly agree that each such Party shall be
entitled to an injunction to prevent breaches of this Agreement and to enforce
specifically the terms and provisions hereof in any court of the United States
or any state having jurisdiction, in addition to any other remedies to which
such Party may be entitled at law or in equity in accordance with this
Agreement.
3.4 Notices. Any notices or other communications required or permitted
under this Agreement shall be effective only if it is in writing and delivered
personally, by facsimile transmission, or by registered or certified mail,
postage pre-paid, addressed as follows:
The Company: Provident Companies, Inc.
1 Fountain Square
Chattanooga, Tennessee 37402
Telecopy: (423) 755-2590
Attention: Chief Financial Officer
Copy to Counsel: Alston & Bird
One Atlantic Center
1201 West Peachtree Street
Atlanta, Georgia 30309-3424
Telecopy: (404) 881-7777
Attention: F. Dean Copeland
The Investor: Zurich Insurance Company
Mythenquai 2
P.O. Box Ch-8022
Zurich, Switzerland
Telecopy: 011-411-205-1063
Attention: General Counsel
With Copies to: Zurich Center Resource Limited
One Chase Manhattan Plaza
New York, New York 10005
Telecopy: (212) 898-5002
Attention: General Counsel
Willkie Farr & Gallagher
One Citicorp Center
153 East 53rd Street
New York, New York 10022
Telecopy: (212) 821-8111
Attention: Thomas M. Cerabino, Esq.
Family Stockholders: Hugh O. Maclellan, Jr.
Suite 501
Provident Building
One Fountain Square
Chattanooga, TN 37402
Telephone: (423)755-8141
Facsimile: (423)755-1640
A.S. MacMillan
Team Resources
Suite 425
River Edge One
5500 Interstate North Parkway
Atlanta, GA 30328
Telephone: (770)955-5135
Facsimile: (770)955-1602
Charlotte M. Heffner
3655 Randall Hall, NW
Atlanta, GA 30327
Telephone and Facsimile: (404)233-7238
Kathrina H. Maclellan
125 Fairy Trail
Lookout Mountain, Tennessee 37350
With a Copy To: King & Spalding
120 West 45th Street
New York, NY 10036
Telephone: (212) 556-2100
Facsimile: (212) 556-2222
Attention: E. William Bates, II
or such other address as shall be furnished in writing by any of the
Parties. Any such notice or communication shall be deemed to have been given as
of the date so personally delivered or mailed.
3.5 Amendments. This Agreement may be amended by a subsequent
writing signed by both Parties upon the approval of each of the Parties.
3.6 Counterparts. This Agreement may be executed in two or more
counterparts all of which shall be one and the same Agreement and shall become
effective when one or more counterparts have been signed by each Party and
delivered to the other Party.
3.7 Headings. The headings in this Agreement are for
convenience only and shall not affect the construction or interpretation of
this Agreement.
3.8 Successors and Assigns. All terms and conditions of this Agreement
shall be binding upon and inure to the benefit of and be enforceable by any
successor to the Investor and any successor to the Company. Except as otherwise
provided in this Section 3.8, any assignment of the rights and obligations of
the Parties under this Agreement shall be effective upon a written agreement
signed by all the Parties.
3.9 Severability. If any provision of this Agreement shall be held to
be illegal, invalid or unenforceable, such illegality, invalidity or
unenforceability shall attach only to such provision and shall not in any manner
affect or render illegal, invalid or unenforceable any other provision of this
Agreement, and this Agreement shall be carried out as if any such illegal,
invalid or unenforceable provision were not contained herein.
3.10 Entire Agreement. This Agreement constitutes the entire
understanding between and among the Parties with respect to the subject matter
hereof and shall supersede any prior agreements and understandings among the
Parties with respect to such subject matter.
3.11 Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware, without
giving effect to conflicts of law principles thereof.
3.12 No Third Party Beneficiaries. Except for the Family
Representatives solely with respect to the provisions of Section 2.2 applicable
to the holders of Family Shares, this Agreement is not intended to confer upon
any Person any rights or remedies hereunder.
IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be
duly executed and delivered as of the date above written.
PROVIDENT COMPANIES, INC.
By: /s/ Thomas R. Watjen
Name: Thomas R. Watjen
Title: Executive Vice President
ZURICH INSURANCE COMPANY
By: /s/ Steven M. Gluckstern
Name: Steven M. Gluckstern
Title: Representative
SCHEDULE A
SHARES OWNED
AS OF
FAMILY SHAREHOLDERS 3/4/96
------------------- ------------
Suntrust Trust, D. Porter Jr., K.H. Maclellan & R.H. Maclellan, TTEES UAW R.J.
Maclellan for R.L. Maclellan Family Trust (#2151) 538,345
Suntrust Trust, D. Porter Jr., K.H. Maclellan & R.H. Maclellan, TTEES UAW R.J.
Maclellan for R.L. Maclellan Family Trust Inv. Inc. (#215109) 116,425
Suntrust Trust, H.O. Maclellan Jr., C.M. Heffner & T.H. McCallie III, TTEES UAW R.J.
Maclellan Tr. for H.O. Maclellan Sr. Fam. (#2152) 522,615
Suntrust Trust, H.O. Maclellan Jr., C.M. Heffner & T.H. McCallie III, TTEES UAW R.J.
Maclellan Tr. for H.O. Maclellan Sr. Fam. Inv. Inc. (#215209) 120,675
SHARES OWNED
AS OF
FAMILY SHAREHOLDERS 3/4/96
------------------- ------------
Suntrust Trust, D. Porter Jr., K.H. Maclellan & R.H. Maclellan, TTEES UAW Cora L.
Maclellan Tr. For R.L. Maclellan Fam. (#2155) 535,820
Suntrust Trust, D. Porter Jr., K.H. Maclellan & R.H. Maclellan, TTEES UAW Cora L.
Maclellan Tr. For R.L. Maclellan Fam. Inv. Inc. (#215509) 97,520
Suntrust Trust, H.O. Maclellan Jr., C.M. Heffner & T.H. McCallie III, TTEES UAW Cora
L. Maclellan for H.O. Maclellan Sr. Fam. Tr. (#2156) 518,695
Suntrust Trust, H.O. Maclellan Jr., C.M. Heffner & T.H. McCallie III, TTEES UAW Cora
L. Maclellan for H.O. Maclellan Sr. Fam. Tr. Inv. Inc. (#215609) 91,110
Suntrust Trust, H.O. Maclellan Jr., D. Porter Jr. & K.H. Maclellan, TTEES for R.J.
Maclellan Trust for the Maclellan Foundation Inc. (#2150) 3,470,123
SHARES OWNED
AS OF
FAMILY SHAREHOLDERS 3/4/96
------------------- ------------
Suntrust Trust, H.O. Maclellan Jr., D. Porter Jr. & K.H. Maclellan, TTEES for Cora L.
Maclellan Trust for the Maclellan Foundation Inc. (#2154) 34,538
The Maclellan Foundation Inc. 8,115,514
Christian Education Charitable Trust 711,100
H.O. Maclellan Jr., C.M. Heffner, Henry A. Henegar, Lee S. Anderson, Frank A. Brock
TTEES U/A Dtd 4/23/93, Hugh & Charlotte Maclellan Charitable Trust 392,706
Helen M. Tipton Charitable Trust 1,565,842
Estate of Hugh O. Maclellan Sr. 50,000
SHARES OWNED
AS OF
FAMILY SHAREHOLDERS 3/4/96
------------------- ------------
Mrs. Charlotte F. Maclellan 390,725
C.M. Heffner, H.O. Maclellan Jr. & US Tr. Co. of FL TTEES UTA Dtd 8/2/52 with C.F.
Maclellan for the Primary Benefit of Charlotte M. Heffner 67,200
J.P. Gaither, H.O. Maclellan Jr. & C.M. Heffner, TTEES UTA Dtd 6/2/52 with C.F.
Maclellan for H.O. Maclellan Jr. 69,200
Hugh O. Maclellan Jr. & Charlotte M. Heffner Co-TTEES U/A H.O. Maclellan Sr. FBO
Great-grandchildren 60,000
Mrs. Kathrina H. Maclellan 1,389,344
Trust U/W Anne Maclellan Munford (Cede & Co.) 585,000
US Trust Company of NY, Successor TTEE for Lara L. Munford U/A with Kathrina H.
Maclellan Dtd 8/5/76 2,000
SHARES OWNED
AS OF
FAMILY SHAREHOLDERS 3/4/96
------------------- ------------
US Trust Company as Corporate TTEE Charitable Remainder Unitrust of Kathrina H.
Maclellan 8/11/76 50,000
Suntrust Trust, Trustee UAW Robert Howze Maclellan Dtd 9/22/88 (US-TTEE 249,507;
ANB-DTC 19,523) 259,230
Suntrust Trust, C/F J.F. Decosimo & J.N. Irvine, Co-TTEES UAW Robert H. Maclellan for
Heather Howze Maclellan (ST-Summit) 2,397
Suntrust Trust, C/F J.F. Decosimo & J.N. Irvine, Co-TTEES UAW Robert H. Maclellan for
Ian Llewellyn Maclellan (ST-Summit) 2,397
Trust for R.L. Maclellan & K.H. Maclellan Foundation U/A Mrs. Kathrina H. Maclellan
Dtd 1/4/73 (Cede & Co.) 45,416
K.H. Maclellan & US Trust Company of NY, TTEES for Second Charitable Remainder
Unitrust of K.H. Maclellan Dtd 12/17/81 Their Successor in Tr. & Assign 27,500
SHARES OWNED
AS OF
FAMILY SHAREHOLDERS 3/4/96
------------------- ------------
Hugh O. Maclellan Jr. 827,150
Hugh O. Maclellan Jr. & Suntrust Bank TTEES UTA 12/08/48 for Hugh O. Maclellan Jr. 299,916
Hugh O. Maclellan Jr. TTEE FBO Catherine H. Maclellan Dtd 11/19/66 UTS H.O. Maclellan 51,091
Hugh O. Maclellan Jr. TTEE FBO Daniel O. Maclellan Dtd 7/8/68 UTA H.O. Maclellan Sr. 51,060
Hugh O. Maclellan Jr. TTEE FBO Christopher H. Maclellan UTA H.O. Maclellan Sr. 47,435
SHARES OWNED
AS OF
FAMILY SHAREHOLDERS 3/4/96
------------------- ------------
H.O. Maclellan Jr. & Suntrust Trust, TTEES UITA of H.O. Maclellan Sr. FBO Catherine
H. Maclellan & Her Descs Dtd 5/29/70 (#4629) 100,612
H.O. Maclellan Jr. & Suntrust Trust, TTEES UITA of H.O. Maclellan Sr. FBO Daniel O.
Maclellan & His Descs Dtd 5/29/70 (#4630) 100,523
H.O. Maclellan Jr. & Suntrust Trust, TTEES UITA of H.O. Maclellan Sr. FBO Christopher
H. Maclellan & His Descs Dtd 5/29/70 (#4631) 100,715
Hugh O. Maclellan Jr. & Charlotte M. Heffner, TTEES for Hugh O. Maclellan Sr. Dtd
1/31/67 1,740
C.F. Maclellan, H.O. Maclellan Jr., L.S. Anderson & J.C. Stophel, TTEES of the H.O.M.
Sr. Char. Inc. Tr. Dtd 12/31/76 FBO Elizabeth Maclellan 158,190
H.O. Maclellan Jr., C.M. Heffner, L.S. Anderson & J.C. Stophel, TTEES of the H.O.
Maclelland Sr. Dtd 12/31/76 FBO Christoper H. Maclellan 136,665
SHARES OWNED
AS OF
FAMILY SHAREHOLDERS 3/4/96
------------------- ------------
H.O. Maclellan Jr., C.M. Heffner, L.S. Anderson & J.C. Stophel, TTEES of the H.O.
Maclelland Sr. Dtd 12/31/76 FBO Catherine H. Maclellan 136,665
H.O. Maclellan Jr., C.M. Heffner, L.S. Anderson & J.C. Stophel, TTEES of the H.O.
Maclelland Sr. Dtd 12/31/76 FBO Daniel O. Maclellan 136,665
H.O. Maclellan Jr., C.M. Heffner, L.S. Anderson & J.C. Stophel, TTEES of the H.O.
Maclellan Sr. Dtd 12/31/76 FBO Elizabeth Maclellan 136,670
Hugh O. Maclellan Jr., TTEE UTA Dtd 12/15/83 FBO Elizabeth Maclellan 3,320
Hugh O. Maclellan Jr. C/F Elizabeth Maclellan UTUGTMA 5,329
Hugh O. Maclellan Jr. C/F Hugh Owner III UTUGTMA 5,079
SHARES OWNED
AS OF
FAMILY SHAREHOLDERS 3/4/96
------------------- ------------
Hugh O. Maclellan Jr. C/F Morgan Christopher Maclellan UTUGTMA 5,079
Christopher Hugh Maclellan (52+120, nominee name) 44,059
Christopher Hugh Maclellan, Cust. for Morgan Christopher Maclellan 688
Christopher Hugh Maclellan, Cust. for Hugh Owner Maclellan III 688
Christopher Hugh Maclellan, Cust. for Robert Browne Baclellan 688
SHARES OWNED
AS OF
FAMILY SHAREHOLDERS 3/4/96
------------------- ------------
Susan Maclellan (352 Nominee name) 3,652
Daniel Owen Maclellan 29,800
Daniel O. Maclellan Cust. for Jacqueline Hannah Maclellan 688
Leslie Stophel Maclellan (746 nominee name) 1,518
Catherine Maclellan Heald 40,617
Catherine Maclellan Heald C/F Frances Anne Heald 3,130
Catherine Maclellan Heald C/F Hallie Elizabeth Heald 2,806
SHARES OWNED
AS OF
FAMILY SHAREHOLDERS 3/4/96
------------------- ------------
Catherine Maclellan Heald C/F Hamilton Reed Heald 688
Haryl Heald 1,432
Nancy Browne Maclellan 24,964
Nancy B. Maclellan & John P. Gaither, TTEES UTA Hugh O. Maclellan Jr. Dtd 1/31/67 17,600
Charlotte Maclellan Heffner & NationsBank as Co-TTEES U/A H.O. Maclellan Sr. Dtd
9/8/72 FBO Richard L. Heffner Jr. 74,170
Charlotte Maclellan Heffner & NationsBank as Co-TTEES U/A H.O. Maclellan Sr. Dtd
9/8/72 FBO Richard L. Heffner Jr. 74,170
H.O. Maclellan Jr., C.M. Heffner, L.S. Anderson & J.C. Stophel, TTEES UTA H.O.
Maclellan Sr. Dtd 12/31/76 FBO Richard L. Heffner Jr. 136,665
SHARES OWNED
AS OF
FAMILY SHAREHOLDERS 3/4/96
------------------- ------------
H.O. Maclellan Jr., C.M. Heffner, L.S. Anderson & J.C. Stophel, TTEES UTA H.O.
Maclellan Sr. Dtd 12/31/76 FBO Thomas M. Heffner 136,670
Charlotte M. Heffner & Suntrust Bank CO-TTEES UTA Hugh O. Maclellan Sr. 12/09/48 FBO
Charlotte M. Heffner 294,695
Charlotte M. Heffner and Richard L. Heffner Sr. TTEES FBO Richard L. Heffner Sr. UA
Dtd 1/26/95 300,000
Charlotte M. Heffner 457,455
Richard L. Heffner Sr. 9,482
SHARES OWNED
AS OF
FAMILY SHAREHOLDERS 3/4/96
------------------- ------------
Richard L. Heffner, Jr. 45,499
Christina M. Heffner 3,172
Thomas Maclellan Heffner 42,349
Irrevocable Trust 12/3/64 U/A H.O. Maclellan Sr. FBO Thomas Maclellan Heffner, R.L.
Heffner Sr., Trustee 11,675
Irrevocable Trust 6/1/62 U/A H.O. Maclellan Sr. FBO Richard L. Maclellan Jr., R.L.
Heffner Sr., Trustee 11,675
Jean B. (Mrs. Jere) Tipton 61,000
------------
TOTAL SHARES 23,967,036