<PAGE>
 
Exhibit 2.1



               Amended and Restated Agreement and Plan of Merger,
               dated as of April 29, 1996, by and among Provident
               Companies, Inc., Patriot Acquisition Corporation,
                        and The Paul Revere Corporation
                          (including exhibits thereto)


                                   (attached)

                                      32
<PAGE>
                                                                     Exhibit 2.1

                             AMENDED AND RESTATED
                         AGREEMENT AND PLAN OF MERGER
                                 BY AND AMONG
                           PROVIDENT COMPANIES, INC.
                        PATRIOT ACQUISITION CORPORATION
                                     and 
                          THE PAUL REVERE CORPORATION

                             As of April 29, 1996


                               TABLE OF CONTENTS

<TABLE> 
<CAPTION> 
<S>                                                              <C> 
RECITALS ..................................................       1
                                                                   
                       ARTICLE I                       

                 THE MERGER, EFFECTIVE TIME; CLOSING          
                                                                   
1.1  The Merger............................................       2
1.2  Effective Time........................................       2
1.3  Closing...............................................       3
                                                                   
                       ARTICLE II                       

                    SURVIVING CORPORATION                 
                                                                   
2.1  Articles of Organization..............................       3
2.2  By-Laws...............................................       3
2.3  Directors.............................................       3
2.4  Officers..............................................       4
                                                                   
                       ARTICLE III                      

           MERGER CONSIDERATION; ELECTION; CONVERSION OR            
         CANCELLATION OF SHARES IN THE MERGER; OTHER PAYMENT         
                                                                   
3.1  Merger Consideration; Election; Conversion or                 
     Cancellation of Shares, SARs and Performance                  
     Share Units in the Merger.............................       4
3.2  Election Procedures...................................       8
3.3  Payment for Shares in the Merger......................       9
3.4  Dividends.............................................      11 
3.5  No Fractional Securities..............................      12
3.6  Transfer of Shares After the Effective Time...........      12
                                                                   
                       ARTICLE IV                       
                                                                   
      REPRESENTATIONS AND WARRANTIES OF THE COMPANY                      
                                                                   
4.1  Corporate Organization and Qualification..............      12
4.2  Capitalization........................................      14
4.3  Authority Relative to This Agreement..................      14
4.4  Consents and Approvals; No Violation..................      15
4.5  SEC Reports; Financial Statements.....................      17 
</TABLE> 
<PAGE>
 
     4.6  Statutory Statements . . . . . . . . . . . . . . . .  17
     4.7  Absence of Certain Changes or Events . . . . . . . .  18
     4.8  Litigation . . . . . . . . . . . . . . . . . . . . .  18
     4.9  No Regulatory Disqualifications  . . . . . . . . . .  19
     4.10 Joint Proxy Statement-Prospectus . . . . . . . . . .  19
     4.11 Taxes  . . . . . . . . . . . . . . . . . . . . . . .  20
     4.12 Employee Benefit Plans; Labor Matters  . . . . . . .  21
     4.13 Environmental Laws and Regulations . . . . . . . . .  24
     4.14 Company Intellectual Property  . . . . . . . . . . .  25
     4.15 Brokers and Finders  . . . . . . . . . . . . . . . .  25
     4.16 Opinion of Financial Advisors  . . . . . . . . . . .  26
     4.17 Title to Property  . . . . . . . . . . . . . . . . .  26
     4.18 Insurance  . . . . . . . . . . . . . . . . . . . . .  27
     4.19 No Default . . . . . . . . . . . . . . . . . . . . .  27
     4.20 Noncompliance with Laws  . . . . . . . . . . . . . .  28

                               ARTICLE V

          REPRESENTATIONS AND WARRANTIES OF PARENT AND NEWCO

     5.1  Corporate Organization and Qualification . . . . . .  28
     5.2  Capitalization . . . . . . . . . . . . . . . . . . .  30
     5.3  Authority Relative to This Agreement . . . . . . . .  30
     5.4  Consents and Approvals; No Violation . . . . . . . .  31
     5.5  Financing  . . . . . . . . . . . . . . . . . . . . .  32
     5.6  SEC Reports; Financial Statements  . . . . . . . . .  32
     5.7  Statutory Statements . . . . . . . . . . . . . . . .  33
     5.8  Absence of Certain Changes or Events . . . . . . . .  34
     5.9  Interim Operations of Newco  . . . . . . . . . . . .  34
     5.10 Litigation . . . . . . . . . . . . . . . . . . . . .  34
     5.11 No Regulatory Disqualifications  . . . . . . . . . .  34
     5.12 Joint Proxy Statement-Prospectus . . . . . . . . . .  34
     5.13 Taxes  . . . . . . . . . . . . . . . . . . . . . . .  35
     5.14 Employee Benefit Plans; Labor Matters  . . . . . . .  36
     5.15 Environmental Laws and Regulations . . . . . . . . .  38
     5.16 Parent Intellectual Property . . . . . . . . . . . .  39
     5.17 Title to Property  . . . . . . . . . . . . . . . . .  40
     5.18 Insurance  . . . . . . . . . . . . . . . . . . . . .  41
     5.19 Ownership of Shares  . . . . . . . . . . . . . . . .  41
     5.20 Brokers and Finders  . . . . . . . . . . . . . . . .  41
     5.21 No Default . . . . . . . . . . . . . . . . . . . . .  41
     5.22 Noncompliance with Laws  . . . . . . . . . . . . . .  42

                              ARTICLE VI

                  ADDITIONAL COVENANTS AND AGREEMENTS

     6.1  Conduct of Business of the Company . . . . . . . . .  43
     6.2  Conduct of Business of Parent  . . . . . . . . . . .  48
     6.3  Alternative Proposals  . . . . . . . . . . . . . .    51
     6.4  Joint Proxy Statement-Prospectus; Registration
            Statement  . . . . . . . . . . . . . . . . . . . .  52
     6.5  Stock Exchange Listing . . . . . . . . . . . . . . .  53
     6.6  [Intentionally Omitted]  . . . . . . . . . . . . . .  53
     6.7  Stockholders' Approvals  . . . . . . . . . . . . .    53
     6.8  Satisfaction of Conditions, Receipt of Necessary
            Approvals  . . . . . . . . . . . . . . . . . . . .  54
     6.9  Access to Information  . . . . . . . . . . . . . . .  55
     6.10 Publicity  . . . . . . . . . . . . . . . . . . . .    56

<PAGE>
 
     6.11 Indemnification of Directors and Officers  . . . . .  56
     6.12 Employees  . . . . . . . . . . . . . . . . . . . . .  57
     6.13 Conduct of Business of Newco . . . . . . . . . . . .  59
     6.14 Rights Agreement . . . . . . . . . . . . . . . . .    59
     6.15 Compliance with the Securities Act . . . . . . . . .  59

                              ARTICLE VII

               CONDITIONS TO CONSUMMATION OF THE MERGER

     7.1  Conditions to Each Party's Obligations to Effect
            the Merger . . . . . . . . . . . . . . . . . . . .  60
     7.2  Additional Conditions to the Obligations of Parent
             and Newco . . . . . . . . . . . . . . . . . . .    62
     7.3  Additional Conditions to the Obligations of the
             Company . . . . . . . . . . . . . . . . . . . .    63

                             ARTICLE VIII

                              TERMINATION

     8.1  Termination by Mutual Consent  . . . . . . . . . .    64
     8.2  Termination by Either Parent or the Company  . . .    64
     8.3  Termination by Parent  . . . . . . . . . . . . . .    65
     8.4  Termination by the Company . . . . . . . . . . . .    65
     8.5  Effect of Termination  . . . . . . . . . . . . . .    67

                              ARTICLE IX

                       MISCELLANEOUS AND GENERAL

     9.1  Payment of Expenses and Other Payments . . . . . .    68
     9.2  Survival of Representations and Covenants;
             Survival of Confidentiality Agreements  . . . .    68
     9.3  Modification or Amendment  . . . . . . . . . . . .    68
     9.4  Waiver and Extension . . . . . . . . . . . . . . .    69
     9.5  Counterparts . . . . . . . . . . . . . . . . . . .    69
     9.6  Governing Law  . . . . . . . . . . . . . . . . . .    69
     9.7  Notices  . . . . . . . . . . . . . . . . . . . . .    69
     9.8  Entire Agreement; Assignment . . . . . . . . . . .    71
     9.9  Parties in Interest  . . . . . . . . . . . . . . .    71
     9.10 Certain Definitions  . . . . . . . . . . . . . . .    71
     9.11 Obligation of Parent . . . . . . . . . . . . . . .    75
     9.12 Validity . . . . . . . . . . . . . . . . . . . . .    75
     9.13 Captions . . . . . . . . . . . . . . . . . . . . .    75

     EXHIBIT A -- Amended and Restated Textron Voting Agreement
     EXHIBIT B -- Amended and Restated Separation Agreement
     EXHIBIT C -- Standstill Agreement
     EXHIBIT D -- Registration Rights Agreement
     EXHIBIT E -- Amended and Restated Provident Voting Agreement



               AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER

                AMENDED AND RESTATED AGREEMENT AND PLAN OF
     MERGER (this "Agreement"), dated as of April 29, 1996, by
     and among Provident Companies, Inc., a Delaware

<PAGE>
 
     corporation ("Parent"), Patriot Acquisition Corporation,
     a Massachusetts corporation and a wholly owned subsidiary
     of Parent ("Newco"), and The Paul Revere Corporation, a
     Massachusetts corporation (the "Company").

                              RECITALS

                WHEREAS, the respective Boards of Directors of
     Parent, Newco and the Company have, subject to the
     conditions of this Agreement, determined that the Merger
     (as defined in Section 1.1) is in the best interests of
     their respective stockholders and approved this Agreement
     and the transactions contemplated hereby; and

                WHEREAS, in consideration of the transactions
     contemplated hereby and in order to induce Parent and
     Newco to enter into this Agreement, Textron Inc.
     ("Textron") has agreed to (i) execute and deliver to
     Parent an Amended and Restated Voting Agreement (the
     "Textron Voting Agreement") in the form attached hereto
     as Exhibit A, (ii) execute and deliver to Parent and the
     Company an Amended and Restated Separation Agreement (the
     "Separation Agreement") in the form attached hereto as
     Exhibit B and (iii) execute and deliver to Parent a
     Standstill Agreement in the form attached hereto as
     Exhibit C; and

                WHEREAS, in connection with and in
     consideration of the transactions contemplated hereby
     Parent and Textron are entering into a Registration
     Rights Agreement in the form attached hereto as Exhibit
     D; and

                WHEREAS, in consideration of the transactions
     contemplated hereby and in order to induce the Company to
     enter into this Agreement and Textron to enter into the
     Textron Voting Agreement, certain stockholders of Parent
     have agreed to execute and deliver to Textron and the
     Company an Amended and Restated Voting Agreement in the
     form attached hereto as Exhibit E; and

                WHEREAS, Parent, Newco and the Company desire
     to make certain representations, warranties, covenants
     and agreements in connection with the Merger;

                WHEREAS, on April 29, 1996 the parties hereto
     signed the original Agreement and Plan of Merger and such
     parties desire to amend and restate such Agreement as of
     such date; and

                WHEREAS, this Amended and Restated Agreement
     and Plan of Merger is being executed on November 5, 1996
     as of April 29, 1996;

                NOW, THEREFORE, in consideration of the
     foregoing and the mutual representations, warranties,
     covenants and agreements set forth herein, Parent, Newco
     and the Company hereby agree as follows:
 
<PAGE>
 

                             ARTICLE I

                THE MERGER; EFFECTIVE TIME; CLOSING

               1.1  The Merger.  Subject to the terms and
     conditions of this Agreement, at the Effective Time (as
     defined in Section 1.2), the Company and Newco shall
     consummate a merger (the "Merger") pursuant to which (a)
     Newco shall be merged with and into the Company and the
     separate corporate existence of Newco shall thereupon
     cease, (b) the Company shall be the successor or
     surviving corporation in the Merger and shall continue to
     be governed by the Laws (as defined in Section 9.10) of
     the Commonwealth of Massachusetts and (c) the separate
     corporate existence of the Company with all its rights,
     privileges, immunities, powers and franchises shall
     continue unaffected by the Merger.  The corporation
     surviving the Merger is sometimes hereinafter referred to
     as the "Surviving Corporation."  The Merger shall have
     the effects set forth in the Massachusetts Business
     Corporation Law (the "MBCL").

               1.2  Effective Time.  Parent, Newco and the
     Company will cause appropriate Articles of Merger (the
     "Articles of Merger") to be executed and filed on the
     date of the Closing (as defined in Section 1.3) (or on
     such other date as Parent and the Company may agree) with
     the Secretary of State of the Commonwealth of
     Massachusetts as provided in the MBCL.  The Merger shall
     become effective at the time at which the Articles of
     Merger have been duly filed with the Secretary of State
     of the Commonwealth of Massachusetts or such time as is
     agreed upon by the parties and specified in the Articles
     of Merger, and such time is hereinafter referred to as
     the "Effective Time."

               1.3  Closing.  The Company shall as promptly as
     practicable notify Parent, and Parent and Newco shall as
     promptly as practicable notify the Company, when the
     conditions to such party's or parties' obligation to
     effect the Merger contained in Section 7.1 have been
     satisfied or waived.  The closing of the Merger (the
     "Closing") shall take place (a) at the offices of
     Skadden, Arps, Slate, Meagher & Flom LLP, One Beacon
     Street, Boston, Massachusetts, at 10:00 a.m., Boston
     time, on the sixth business day after the later of these
     notices has been given (the "Closing Date") or (b) at
     such other place, time and date as Parent and the Company
     may agree.

                             ARTICLE II

                       SURVIVING CORPORATION

               2.1  Articles of Organization.  The Articles of
     Organization of the Company, as in effect immediately
     prior to the Effective Time, shall be the Articles of
     Organization of the Surviving Corporation until
     thereafter amended as provided by Law and such Articles
<PAGE>

 
     of Organization.

               2.2  By-Laws.  The By-Laws of the Company, as
     in effect immediately prior to the Effective Time, shall
     be the By-Laws of the Surviving Corporation until
     thereafter amended as provided by Law, the Articles of
     Organization of the Surviving Corporation and such By-
     Laws.

               2.3  Directors.  The directors of Newco at the
     Effective Time shall, from and after the Effective Time,
     be the directors of the Surviving Corporation until their
     successors have been duly elected or appointed and
     qualified or until their earlier death, resignation or
     removal in accordance with the Surviving Corporation's
     Articles of Organization and By-Laws.

               2.4  Officers.  The officers of Newco at the
     Effective Time shall, from and after the Effective Time,
     be the initial officers of the Surviving Corporation
     until their successors have been duly elected or
     appointed and qualified or until their earlier death,
     resignation or removal in accordance with the Surviving
     Corporation's Articles of Organization and By-Laws.

                            ARTICLE III

           MERGER CONSIDERATION; ELECTION; CONVERSION OR
        CANCELLATION OF SHARES IN THE MERGER; OTHER PAYMENT

               3.1  Merger Consideration; Election; Conversion
     or Cancellation of Shares, SARs and Performance Share
     Units in the Merger.

                    (a)  (i) At the Effective Time, each share
          of the Company's common stock, par value $1.00 per
          share, issued and outstanding immediately prior to
          the Effective Time (collectively, the "Shares"),
          other than Dissenting Shares (as defined in Section
          3.1(g)), any Shares owned by Textron and Shares to
          be cancelled and retired pursuant to Section 3.1(b),
          shall, by virtue of the Merger and without any
          action on the part of Parent, Newco, the Company or
          the holder thereof, be cancelled and extinguished
          and converted into the right to receive, pursuant to
          Section 3.2, any one of the following, payable to
          the holder of such Share without interest thereon,
          less any required withholding of taxes, upon
          surrender of the certificate formerly representing
          such Share (a "Certificate") in accordance with
          Section 3.2(b), in each case as such holder shall
          elect in accordance with Section 3.2(a):

                    (x)  $26.00 in cash (the "Cash Price"),
               without interest thereon (the "Cash
               Consideration"); 

                    (y)  a number of shares of common stock,
               par value $1.00 per share, of Parent (the
<PAGE>

 
               "Parent Common Stock") equal to the product of
               26 and the Exchange Ratio (as defined below)
               (the "Stock Consideration"); or

                    (z)  $20.00 in cash plus a number of
               shares of Parent Common Stock equal to the
               product of 6 and the Exchange Ratio (the "Mixed
               Consideration").

               (ii) At the Effective Time, each Share owned by
          Textron shall, by virtue of the Merger and without
          any action on the part of Parent, Newco, the Company
          or Textron, be cancelled and extinguished and
          converted into the right to receive $20.00 in cash
          plus a number of shares of Parent Common Stock equal
          to the product of 6 and the Textron Exchange Ratio
          (as defined below) (the "Textron Consideration"),
          payable to Textron without interest thereon, less
          any required withholding of taxes, upon surrender of
          the Certificate formerly representing such Share in
          accordance with Section 3.2(b) (it being understood
          that Textron shall not be entitled to make any
          election otherwise available to holders of Shares
          pursuant to Section 3.2(b)).

     Each of any such form of consideration elected by a
     holder of Shares and the Textron Consideration is
     referred to herein as the "Merger Consideration," and the
     aggregate of all Merger Consideration to be paid to
     holders of Shares (including Textron) in connection with
     the Merger is referred to hereinafter as the "Aggregate
     Merger Consideration."  The exchange ratio for
     determining the number of shares of Parent Common Stock
     to be issued in exchange for each Share held by a holder
     of Shares who elects to receive the Stock Consideration
     and/or the Mixed Consideration, as the case may be (the
     "Exchange Ratio"), shall be determined by dividing $1.00
     by the average of closing prices for the Parent Common
     Stock as reported in the New York Stock Exchange, Inc.
     ("NYSE") Composite Transactions for the twenty Trading
     Days (as defined herein) ending on the fifth Trading Day
     prior to the Effective Time as reported in The Wall
     Street Journal, except that the Exchange Ratio shall
     under no circumstances be higher than 0.0343 or lower
     than 0.0295.  Notwithstanding the foregoing, the exchange
     ratio for determining the number of shares of Parent
     Common Stock to be issued in exchange for each Share
     owned by Textron (the "Textron Exchange Ratio") shall be
     determined by dividing $1.00 by the average of closing
     prices for the Parent Common Stock as reported in the
     NYSE Composite Transactions for the twenty Trading Days
     ending on the fifth Trading Day prior to the Effective
     Time as reported in The Wall Street Journal, except that
     the Textron Exchange Ratio shall under no circumstances
     be higher than 0.0343 or lower than 0.0263.  As used in
     this Agreement, "Trading Day" means a day on which the
     NYSE is open for trading.  All Shares converted or
     exchanged into the Merger Consideration shall no longer
     be outstanding and shall automatically be cancelled and
<PAGE>
 
     retired and shall cease to exist, and each Certificate
     shall thereafter represent the right to receive, upon the
     surrender of such Certificate in accordance with the
     provisions of Sections 3.2(b) and 3.3, only the
     applicable Merger Consideration.  The holders of such
     Certificates shall cease to have any rights with respect
     to Shares except as otherwise provided herein or by law.

                    (b)  At the Effective Time, each Share, if
     any, issued and outstanding and owned by any of Parent,
     Newco, any direct or indirect wholly owned subsidiary of
     Parent or any direct or indirect wholly owned subsidiary
     of the Company (except in a custodial or fiduciary
     capacity) and any authorized but unissued shares of
     common stock of the Company held by the Company
     immediately prior to the Effective Time shall cease to be
     outstanding, be cancelled and retired without payment of
     any consideration therefor and cease to exist.

                    (c)  At the Effective Time, each share of
     common stock of Newco issued and outstanding immediately
     prior to the Effective Time shall be converted into one
     validly issued, fully paid and nonassessable share of
     common stock of the Surviving Corporation.

                    (d)  Each stock appreciation right ("SAR")
     granted pursuant to the Company's 1993 Long-Term
     Incentive Plan (the "Plan") which is outstanding
     immediately prior to the Effective Time, whether or not
     such SAR is then vested or exercisable, shall, by virtue
     of the Merger and without any action on the part of the
     holder thereof, be cancelled and converted into the right
     to receive in cash an amount equal to (i) the difference
     (if positive) between (A) the Cash Price and (B) the
     exercise price of such SAR multiplied by (ii) the number
     of Shares subject to such SAR.  If the difference between
     (A) the Cash Price and (B) the exercise price of a SAR is
     zero or less, such SAR shall, by virtue of the Merger,
     and without any action on the part of the holder thereof,
     be canceled and no consideration shall be issued in
     exchange therefor.

                    (e)  Each performance share unit
     ("Performance Share Unit") granted pursuant to the Plan
     for which the applicable Award Period (as defined in the
     Plan) has not yet expired as of the time immediately
     prior to the Effective Time, whether or not the
     applicable Performance Targets or Performance Measures
     (as such terms are defined in the Plan) are accomplished
     as of such time, shall, by virtue of the Merger and
     without any action on the part of the holder thereof, be
     cancelled and converted into the right to receive in cash
     an amount equal to the Cash Price.

                    (f)  At the Effective Time, each SAR and
     Performance Share Unit shall no longer represent the
     right to acquire Shares, but in lieu thereof shall
     represent only the nontransferable right to receive the
     payments referred to in Sections 3.1(d) and (e).  Prior

<PAGE>
 
     to the Effective Time, the Company shall (i) use its
     reasonable efforts to obtain any Consents from holders of
     SARs and Performance Share Units granted pursuant to the
     Plan and (ii) make any amendments to the terms of the
     Plan that, in the case of either clauses (i) or (ii), are
     necessary to give effect to the conversions contemplated
     by Section 3.1(d) and (e).  Notwithstanding any other
     provision of this Section 3.1, payment may be withheld in
     respect of any SAR or Performance Share Unit until any
     necessary Consents are obtained.

                    (g)  Notwithstanding anything in this
     Agreement to the contrary, any issued and outstanding
     Shares held by a stockholder who objects to the Merger 
     (a "Dissenting Stockholder") and complies with the
     provisions of the MBCL concerning the rights of holders
     of Shares to dissent from the Merger and require
     appraisal of such Shares ("Dissenting Shares") shall not
     be converted as described in this Section 3.1 but shall
     become the right to receive such consideration as may be
     determined to be due to such Dissenting Stockholder
     pursuant to the MBCL.  If, after the Effective Time, such
     Dissenting Stockholder withdraws his demand for appraisal
     or fails to perfect or otherwise loses his right of
     appraisal, in any case pursuant to the MBCL, or if Parent
     otherwise consents thereto, each of such stockholder's
     Dissenting Shares shall be treated as a Non-Election
     Share (as defined in Section 3.2) for purposes of Section
     3.2 and shall, accordingly, be deemed to be converted as
     of the Effective Time into the right to receive the Cash
     Consideration.  The Company shall give Parent (i) prompt
     notice of any demands received by the Company for
     appraisals of Shares and (ii) the opportunity to
     participate in and direct all negotiations and
     proceedings with respect to any such demands.  The
     Company shall not, without the prior written consent of
     Parent, make any payment with respect to, or settle,
     offer to settle or otherwise negotiate, any such demands.

               3.2  Election Procedures.  

                    (a)  Each record holder of Shares (other
     than Dissenting Shares, if any, Shares owned by Textron
     and shares to be cancelled in accordance with Section
     3.1(b)) issued and outstanding immediately prior to the
     Effective Time shall be entitled to submit a request
     specifying the portion of such record holder's Shares
     which such record holder desires to have converted into
     (i) the Cash Consideration (a "Cash Election"), (ii) the
     Stock Consideration (a "Stock Election") or (iii) the
     Mixed Consideration (a "Mixed Election"), or to indicate
     that such record holder has no preference as to the
     receipt of Cash Consideration, Stock Consideration or
     Mixed Consideration for such Shares (a "Non-Election"). 
     Shares in respect of which a Non-Election is made
     (including Shares in respect of which such an election is
     deemed to have been made pursuant to this Section 3.2(a)
     and Section 3.1(g)) (collectively, "Non-Election Shares")
     shall be deemed to be Shares in respect of which a Cash

<PAGE>
 
     Election has been made.

                    (b)  Elections pursuant to Section 3.2(a)
     shall be made on the form of letter of transmittal and
     form of election (the "Letter of Transmittal and Form of
     Election") to be provided by the Paying Agent (as defined
     in Section 3.3(a)) to holders of record of Shares,
     together with instructions for use in effecting the
     surrender of the Certificates for payment therefor, as
     soon as practicable following the Effective Time.  The
     Letter of Transmittal and Form of Election shall specify
     that delivery shall be effected, and risk of loss and
     title to the Certificates transmitted therewith shall
     pass, only upon proper delivery of the Certificates to
     the Paying Agent.  Elections shall be made by mailing to
     the Paying Agent a duly completed Letter of Transmittal
     and Form of Election in accordance with Section 3.3(b). 
     To be effective, a Letter of Transmittal and Form of
     Election must be (i) properly completed, signed and
     submitted to the Paying Agent at its designated office
     and (ii) accompanied by the Certificates representing the
     Shares as to which the election is being made (or by an
     appropriate guarantee of delivery of such Certificates by
     a commercial bank or trust company in the United States
     or a member of a registered national security exchange or
     of the National Association of Securities Dealers, Inc.,
     provided such Certificates are in fact delivered to the
     Paying Agent within eight Trading Days after the date of
     execution of such guarantee of delivery).  The Company
     shall determine, in its sole and absolute discretion,
     which authority it may delegate in whole or in part to
     the Paying Agent, whether any Letter of Transmittal and
     Form of Election has been properly completed, signed and
     submitted or revoked.  The decision of the Company (or
     the Paying Agent, as the case may be) in such matters
     shall be conclusive and binding.  Neither the Company nor
     the Paying Agent will be under any obligation to notify
     any person of any defect in a Letter of Transmittal and
     Form of Election submitted to the Paying Agent.  

               3.3  Payment for Shares in the Merger.

                    (a)  At the Effective Time, Parent shall
     deposit or cause to be deposited with First Chicago Trust
     Company of New York or another bank or trust company
     located in the United States with assets in excess of
     $500,000,000 selected by Parent after consultation with
     the Company (the "Paying Agent"), for the benefit of
     holders of Shares the Aggregate Merger Consideration 
     plus cash in an amount sufficient to make cash payments
     in lieu of fractional shares pursuant to Section 3.5 and
     any applicable dividends or distributions pursuant to
     Section 3.4.  The cash amounts referred to in the
     immediately preceding sentence shall consist of
     immediately available funds (such funds hereinafter
     referred to as the "Exchange Fund").  The Paying Agent
     shall, pursuant to irrevocable instructions, (x) deliver
     to each holder of Shares, in accordance with this Section
     3.3, the cash portion of such holder's Merger

<PAGE>
 
     Consideration out of the Exchange Fund, and the Exchange
     Fund, other than any interest thereon (which shall be
     retained by Parent), shall not be used for any other
     purpose, and (y) deliver the Parent Common Stock portion
     of such holder's Merger Consideration (if any) out of the
     shares of Parent Common Stock deposited with the Paying
     Agent by Parent for the benefit of holders of Shares. 
     The Exchange Fund shall be invested by the Paying Agent,
     as directed by Parent, provided that such investments
     shall be limited to (i) direct obligations of the United
     States of America, (ii) obligations for which the full
     faith and credit of the United States of America is
     pledged to provide for the payment of principal and
     interest, (iii) commercial paper rated of the highest
     quality by Moody's Investors Service, Inc. ("Moody's") or
     Standard & Poor's Ratings Group, a division of McGraw-
     Hill Inc. ("S&P"), and (iv) certificates of deposit
     issued by a commercial bank whose long-term debt
     obligations are rated at least A2 by Moody's or at least
     A by S&P, in each case having a maturity not in excess of
     one year; provided, that nothing herein shall affect the
     obligation of Parent to pay the full cash portion of the
     Merger Consideration and any other cash amounts due to a
     holder hereunder. 

                    (b)  Upon surrender of Certificates for
     cancellation to the Paying Agent, together with such
     Letter of Transmittal and Form of Election duly completed
     and executed and any other documents required by such
     instructions, the holder of such Certificates shall be
     entitled to receive for each of the Shares formerly
     represented by such Certificates (x) the Merger
     Consideration elected by such holder pursuant to Section
     3.2(b) (or, in the case of Textron, the Textron
     Consideration), (y) cash in lieu of any fractional shares
     of Parent Common Stock to which such holder is entitled
     pursuant to Section 3.5, and (z) any dividends or
     distributions to which such holder may be entitled
     pursuant to Section 3.4, in each such case without any
     interest thereon and less any required withholding of
     taxes, and the Certificates so surrendered shall
     forthwith be cancelled.  If payment is to be made to a
     person other than the person in whose name a Certificate
     so surrendered is registered on the stock transfer books
     of the Company, it shall be a condition of payment that
     the Certificate so surrendered shall be properly endorsed
     and otherwise in proper form for transfer and that the
     person requesting such payment shall pay to the Paying
     Agent any transfer or other taxes required by reason of
     the payment to a person other than the registered holder
     of the Certificate surrendered, or shall establish to the
     satisfaction of the Paying Agent that such tax has been
     paid or is not applicable.  Until surrendered in
     accordance with the provisions of this Section 3.3(b),
     each Certificate (other than Certificates representing
     Shares held in the Company's treasury or by Parent,
     Newco, any direct or indirect wholly owned subsidiary of
     Parent or any direct or indirect wholly owned subsidiary
     of the Company) shall represent for all purposes only the
 
<PAGE>
 
     right to receive for each Share represented thereby the
     applicable Merger Consideration.

                    (c)  At any time following the sixth month
     after the Effective Time, Parent shall be entitled to
     require the Paying Agent to deliver to it any portion of
     the Exchange Fund and all shares of Parent Common Stock
     deposited with the Paying Agent pursuant to Section
     3.3(a) which had not been disbursed to holders of
     Certificates (including, without limitation, all interest
     and other income received by the Paying Agent in respect
     of all funds made available to it), and thereafter such
     holders shall be entitled to look only to Parent (subject
     to abandoned property, escheat and other similar laws) as
     general creditors thereof with respect to any Merger
     Consideration that may be payable upon due surrender of
     the Certificates held by them.  Notwithstanding the
     foregoing, neither Parent, the Surviving Corporation nor
     the Paying Agent shall be liable to any holder of a
     Certificate for any Merger Consideration delivered in
     respect of such Certificate or the Shares formerly
     represented thereby to a public official pursuant to any
     abandoned property, escheat or other similar Law.

                    (d)  Cash payments made pursuant to
     Section 3.1 for SARs and Performance Share Units shall be
     made by the Company at the Effective Time.

               3.4  Dividends.  No dividends or distributions
     that are declared on shares of Parent Common Stock will
     be paid to persons entitled to receive certificates
     representing shares of Parent Common Stock until such
     persons surrender their Certificates.  Upon such
     surrender, there shall be paid to the person in whose
     name the certificates representing such shares of Parent
     Common Stock shall be issued, any dividends or
     distributions with respect to such shares of Parent
     Common Stock which have a record date on or after the
     Effective Time and shall have become payable between the
     Effective Time and the time of such surrender.  In no
     event shall the person entitled to receive such dividends
     or distributions be entitled to receive interest thereon. 

               3.5  No Fractional Securities.  No certificates
     or scrip representing fractional shares of Parent Common
     Stock shall be issued upon the surrender for exchange of
     Certificates, and such fractional interests shall not
     entitle the owner thereof to vote or to any rights of a
     security holder.  In lieu of any such fractional
     securities, each holder of Shares who would otherwise
     have been entitled to a fraction of a share of Parent
     Common Stock upon surrender of such holder's Certificates
     will be entitled to receive a cash payment (without
     interest) determined by multiplying (i) the fractional
     interest to which such holder would otherwise be entitled
     (after taking into account all Shares then held of record
     by such holder) and (ii) the average of the per share
     closing prices for the Parent Common Stock as reported in
     the NYSE Composite Transactions for the ten Trading Days

<PAGE>
 
     immediately preceding the Effective Time as reported in
     The Wall Street Journal.

               3.6  Transfer of Shares After the Effective
     Time.  No transfers of Shares shall be made on the stock
     transfer books of the Company after the close of business
     on the day prior to the date of the Effective Time.

                             ARTICLE IV

                   REPRESENTATIONS AND WARRANTIES
                           OF THE COMPANY

               The Company represents and warrants to Parent
     and Newco that:

               4.1  Corporate Organization and Qualification.

                    (a)  Each of the Company and each
     subsidiary of the Company (collectively, the "Company
     Subsidiaries") is a corporation duly organized, validly
     existing and in good standing under the Laws of its
     jurisdiction of incorporation and is qualified and in
     good standing as a foreign corporation in each
     jurisdiction where the properties owned, leased or
     operated, or the business conducted, by it require such
     qualification, except where the failure to so qualify or
     be in good standing is not reasonably likely to have a
     Company Material Adverse Effect (as defined in Section
     9.10).  Each of the Company and each of the Company
     Subsidiaries has all requisite corporate power and
     authority and all necessary governmental Consents (as
     defined in Section 9.10) to own, lease and operate its
     properties and to carry on its business as it is now
     being conducted, except where the failure to have such
     power and authority is not reasonably likely to have a
     Company Material Adverse Effect.  The Company has
     heretofore made available to Parent complete and correct
     copies of the Articles of Organization or Articles of or
     Certificate of Incorporation, as the case may be, and By-
     Laws of it and each Company Subsidiary as in effect as of
     the date hereof.  

                    (b)  The Company conducts its insurance
     operations through The Paul Revere Life Insurance
     Company, The Paul Revere Protective Life Insurance
     Company and The Paul Revere Variable Annuity Insurance
     Company (collectively, the "Company Insurance
     Subsidiaries").  Except as disclosed in Section 4.1(b) of
     the disclosure schedule being delivered to Parent by the
     Company with this Agreement (as amended and restated as
     of November 5, 1996, the "Company Disclosure Schedule"),
     each of the Company Insurance Subsidiaries is (i) duly
     licensed or authorized as an insurance company in its
     jurisdiction of incorporation, (ii) duly licensed or
     authorized as an insurance company in each other
     jurisdiction where it is required to be so licensed or
     authorized, and (iii) duly authorized in its jurisdiction
     of incorporation and each other applicable jurisdiction
 
<PAGE>
 
     to write each line of business reported as being written
     in the Company SAP Statements (as hereinafter defined),
     except, in any such case, where the failure to be so
     licensed or authorized is not reasonably likely to result
     in a Company Material Adverse Effect.

                    (c)  Except for the Company Subsidiaries
     and as set forth in the Company 1995 SAP Statements (as
     defined in Section 4.6) or in Section 4.1(c) of the
     Company Disclosure Schedule, the Company does not
     directly or indirectly own any equity or similar interest
     in, or any interest convertible into or exchangeable or
     exercisable for any equity or similar interest in, any
     corporation, partnership, joint venture or other business
     association or entity that directly or indirectly
     conducts any activity which is material to the Company.

               4.2  Capitalization.  The authorized capital
     stock of the Company consists of: (i) 100,000,000 Shares,
     of which, as of the date of the Agreement, 45,000,000
     shares were issued and outstanding, of which 37,500,000
     Shares were owned by Textron free and clear of all Liens
     (as defined in Section 9.10), and (ii) 5,000,000 shares
     of preferred stock, no par value per share, none of
     which, as of the date of this Agreement, were issued and
     outstanding.  All of the outstanding Shares have been
     duly authorized and validly issued and are fully paid and
     nonassessable.  Except as set forth on Section 4.2 of the
     Company Disclosure Schedule, as of the date hereof all
     outstanding shares of capital stock of the Company
     Subsidiaries are owned by the Company or a direct or
     indirect wholly owned subsidiary of the Company, free and
     clear of all Liens.  Except as set forth on Section 4.2
     of the Company Disclosure Schedule, there are not as of
     the date hereof any outstanding or authorized options,
     warrants, calls, rights (including preemptive rights),
     commitments or any other agreements of any character to
     which the Company or any of the Company Subsidiaries is a
     party or may be bound by, requiring it to issue,
     transfer, sell, purchase, redeem or acquire any shares of
     capital stock or any securities or rights convertible
     into, exchangeable for, or evidencing the right to
     subscribe for, any shares of capital stock of the Company
     or any of the Company Subsidiaries. 

               4.3  Authority Relative to This Agreement.  The
     Company has the requisite corporate power and authority
     to execute and deliver this Agreement and, subject to
     approval of this Agreement by the holders of two-thirds
     of the outstanding Shares in accordance with the MBCL, to
     consummate the transactions contemplated hereby.  This
     Agreement and the consummation by the Company of the
     transactions contemplated hereby have been duly and
     validly authorized by the Board of Directors of the
     Company and no other corporate proceedings on the part of
     the Company are necessary to authorize this Agreement or
     to consummate the transactions contemplated hereby (other
     than, with respect to the Merger, the approval of this
     Agreement by the holders of two-thirds of the outstanding

<PAGE>
 
     Shares in accordance with the MBCL).  This Agreement has
     been duly and validly executed and delivered by the
     Company and, assuming this Agreement constitutes the
     valid and binding agreement of Parent and Newco,
     constitutes the valid and binding agreement of the
     Company, enforceable against the Company in accordance
     with its terms, except that the enforcement hereof may be
     limited by (a) bankruptcy, insolvency, reorganization,
     moratorium or other similar Laws now or hereafter in
     effect relating to creditors' rights generally and (b)
     general principles of equity (regardless of whether
     enforceability is considered in a proceeding in equity or
     at law).  The Company has taken, or will take in
     accordance with Section 6.14, all action necessary to
     ensure that, so long as this Agreement shall not have
     been terminated pursuant to Article VIII hereof, no
     "Rights" (as that term is defined in that certain Rights
     Agreement dated as of September 23, 1993 (the "Rights
     Agreement"), between the Company and First Chicago Trust
     Company of New York, a New York corporation) are issued
     or required to be issued to the stockholders of the
     Company by virtue of the execution and delivery of this
     Agreement or the Textron Voting Agreement.  The Company
     and each Company Subsidiary have taken all necessary
     action to exempt the transactions contemplated by this
     Agreement and the Textron Voting Agreement from, or if
     necessary to challenge the validity or applicability of,
     any applicable "moratorium," "fair price," "business
     combination," "control share" or other state anti-
     takeover Laws (collectively, "Takeover Laws"), including,
     without limitation, Chapters 110C, 110D, 110E and 110F of
     the Massachusetts General Laws.  Each of the Company and
     each Company Subsidiary has taken all action so that the
     entering into of this Agreement and the Textron Voting
     Agreement and the consummation of the Merger and the
     other transactions contemplated by this Agreement and the
     Textron Voting Agreement do not and will not result in
     the grant of any rights to any person under the Articles
     of Organization or Articles or Certificate of
     Incorporation, By-Laws or other governing instruments of
     the Company or any Company Subsidiary or restrict or
     impair the ability of Parent or any of its subsidiaries
     to vote, or otherwise to exercise the rights of a
     shareholder with respect to, shares of the Company or any
     Company Subsidiary that may be directly or indirectly
     acquired or controlled by it or to otherwise engage in
     transactions with the Company or any Company Subsidiary.

               4.4  Consents and Approvals; No Violation. 
     Neither the execution, delivery or performance of this
     Agreement by the Company nor the consummation by the
     Company of the transactions contemplated hereby nor
     compliance by the Company with any of the provisions
     hereof will (a) conflict with or result in any breach of
     any provision of the respective Articles of Organization
     or Certificate of Incorporation, as the case may be, or
     respective By-Laws of the Company or any of the Company
     Subsidiaries; (b) except as set forth in Section 4.4 of
     the Company Disclosure Schedule, require any Consent of
 
<PAGE>
 
     any governmental or regulatory authority, except (i) in
     connection with the applicable requirements of the Hart-
     Scott-Rodino Antitrust Improvements Act of 1976, as
     amended (the "HSR Act"), (ii) pursuant to the applicable
     requirements of the Securities Exchange Act of 1934, as
     amended, and the rules and regulations promulgated
     thereunder (the "Exchange Act"), (iii) the filing of the
     Articles of Merger pursuant to the MBCL and appropriate
     documents with the relevant authorities of other states
     in which the Company or any of the Company Subsidiaries
     is authorized to do business, (iv) as may be required by
     any applicable state securities or "blue sky" laws or
     state takeover laws, (v) the filing of appropriate
     documents with, and approval of, the respective
     Commissioners of Insurance of the Commonwealth of
     Massachusetts and the States of Delaware and New York and
     such Consents as may be required under the insurance laws
     of any state in which the Company or any of the Company
     Subsidiaries is domiciled or does business or in which
     Parent or any of the Parent Subsidiaries is domiciled or
     does business, (vi) such Consents as may be required
     under the Laws of Canada or any of the provinces thereof
     or (vii) where the failure to obtain such Consents is not
     reasonably likely to have a Company Material Adverse
     Effect; (c) except as set forth in Section 4.4 of the
     Company Disclosure Schedule or except for any Default
     relating to an investment advisory agreement with the
     Paul Revere Variable Annuity Contract Accumulation Fund,
     result in a Default (as defined in Section 9.10) under
     any of the terms, conditions or provisions of any
     Contract (as defined in Section 9.10) or Permit (as
     defined in Section 9.10) to which the Company or any of
     the Company Subsidiaries or any of their respective
     assets may be bound, except for such Defaults as to which
     requisite waivers or consents have been obtained or which
     are not reasonably likely to have a Company Material
     Adverse Effect; or (d) assuming the Consents and Permits
     referred to in this Section 4.4 are duly and timely
     obtained or made and the approval of this Agreement by
     the Company's stockholders has been obtained, violate any
     Order (as defined in Section 9.10) or Law applicable to
     the Company or any of the Company Subsidiaries or any of
     their respective assets, except for violations which are
     not reasonably likely to have a Company Material Adverse
     Effect.

               4.5  SEC Reports; Financial Statements.

                    (a)  Except as disclosed in Section 4.5 of
     the Company Disclosure Schedule, the Company has timely
     filed all reports required to be filed by it with the
     Securities and Exchange Commission (the "SEC") since
     January 1, 1994 pursuant to the federal securities laws
     and the SEC rules and regulations thereunder, all of
     which as of their respective dates, complied in all
     material respects with applicable requirements of the
     Exchange Act (collectively, the "Company SEC Reports"). 
     Except as disclosed in Section 4.5 of the Company
     Disclosure Schedule, none of the Company SEC Reports,

<PAGE>
 
     including, without limitation, any financial statements
     or schedules included therein, as of their respective
     dates contained any untrue statement of a material fact
     or omitted to state a material fact required to be stated
     therein or necessary in order to make the statements
     therein, in light of the circumstances under which they
     were made, not misleading.

                    (b)  Except as set forth in Section 4.5 of
     the Company Disclosure Schedule, the consolidated
     statements of financial position and the related
     consolidated statements of operations, stockholders'
     equity and cash flows (including the related notes
     thereto) of the Company included in the Company SEC
     Reports complied in all material respects with applicable
     accounting requirements and the published rules and
     regulations of the SEC with respect thereto, have been
     prepared in conformity with generally accepted accounting
     principles ("GAAP") applied on a basis consistent with
     prior periods (except as otherwise noted therein), and
     present fairly the consolidated financial position of the
     Company as of their respective dates, and the
     consolidated results of its operations and its cash flows
     for the periods presented therein (subject, in the case
     of the unaudited interim financial statements, to normal
     year-end adjustments).

               4.6  Statutory Statements.  Each of the Company
     Insurance Subsidiaries has filed all annual or quarterly
     statements, together with all exhibits and schedules
     thereto, required to be filed with or submitted to the
     appropriate regulatory authorities of the jurisdiction in
     which it is domiciled on forms prescribed or permitted by
     such authority (collectively, the "Company SAP
     Statements").  Except as set forth in Section 4.6 of the
     Company Disclosure Schedule, financial statements
     included in the Company SAP Statements and prepared on a
     statutory basis, including the notes thereto, have been
     prepared in all material respects in accordance with
     accounting practices prescribed or permitted by
     applicable state regulatory authorities in effect as of
     the date of the respective statements and such accounting
     practices have been applied on a substantially consistent
     basis throughout the periods involved, except as
     expressly set forth in the notes or schedules thereto,
     and such financial statements present fairly the
     respective statutory financial positions and results of
     operation of each of the Company Insurance Subsidiaries
     as of their respective dates and for the respective
     periods presented therein.  The Company SAP Statements
     for the year ended December 31, 1995 are referred to
     herein as the "Company 1995 SAP Statements."

               4.7  Absence of Certain Changes or Events. 
     Except as disclosed in the Company SEC Reports filed
     prior to the date of this Agreement, or as set forth in
     Section 4.7 of the Company Disclosure Schedule or as a
     consequence of, or as contemplated by this Agreement,
     since December 31, 1995, the business of the Company has

<PAGE>
 
     been carried on only in the ordinary and usual course,
     and other than in the ordinary course of business, there
     has not occurred any change which has resulted or is
     reasonably likely to result in a Company Material Adverse
     Effect.  Since December 31, 1995, neither the Company nor
     any of the Company Subsidiaries has, other than in the
     ordinary course of business consistent with past
     practice, incurred any material indebtedness for borrowed
     money or guaranteed any such indebtedness or made any
     material loans, advances or capital contributions to, or
     material investments in, any other person other than the
     Company or any Company Subsidiary.

               4.8  Litigation.  Except as set forth in
     Section 4.8 of the Company Disclosure Schedule, the
     Company SEC Reports filed prior to the date of this
     Agreement accurately disclose in all material respects
     all Litigation (as defined in Section 9.10) pending or,
     to the knowledge of the Company, threatened, the outcome
     of which is reasonably likely to have a Company Material
     Adverse Effect.

               4.9  No Regulatory Disqualifications.  To the
     knowledge of the Company, except as set forth in Section
     4.9 of the Company Disclosure Schedule, no event has
     occurred or condition exists or, to the extent it is
     within the reasonable control of the Company, will occur
     or exist with respect to the Company that, in connection
     with obtaining any regulatory Consents required for the
     Merger, would cause the Company to fail to satisfy on its
     face any applicable statute or written regulation of any
     applicable insurance regulatory authority, which is
     reasonably likely to adversely affect the Company's
     ability to consummate the transactions contemplated
     hereby.

               4.10  Joint Proxy Statement-Prospectus.  Except
     as set forth in Section 4.10 of the Company Disclosure
     Schedule, none of the information to be supplied by and
     relating to the Company for inclusion or incorporation by
     reference in (i) the Registration Statement to be filed
     with the SEC by Parent on Form S-4 under the Securities
     Act of 1933, as amended (the "Securities Act"), for the
     purpose of registering the shares of Parent Common Stock
     to be issued in connection with the Merger (the
     "Registration Statement") or (ii) the Joint Proxy
     Statement-Prospectus (as defined in Section 6.4) will, in
     the case of the Registration Statement, at the time it
     becomes effective contain any untrue statement of a
     material fact or omit to state any material fact required
     to be stated therein or necessary in order to make the
     statements therein not misleading, or, in the case of the
     Joint Proxy Statement-Prospectus, at the time of the
     mailing of the Joint Proxy Statement-Prospectus to the
     Company's and Parent's respective stockholders (or, in
     the case of any amendment or supplement thereto, at the
     time of mailing of such amendment or supplement, as the
     case may be) and at the time of the stockholder meeting
     of the Company contemplated by Section 6.7(a) and at the

<PAGE>
 
     Effective Time, contain any untrue statement of a
     material fact or omit to state any material fact required
     to be stated therein or necessary in order to make the
     statements therein, in light of the circumstances under
     which they are made, not misleading.  If at any time
     prior to the Effective Time any event with respect to the
     Company or any of its subsidiaries should occur which is
     required to be described in a supplement to the Joint
     Proxy Statement-Prospectus, such event shall be so
     described, and such supplement shall be promptly filed
     with the SEC and, as required by Law, disseminated to the
     stockholders of the Company.  With respect to the
     information relating to the Company, the Joint Proxy
     Statement-Prospectus will comply as to form in all
     material respects with the requirements of the Exchange
     Act.

               4.11  Taxes.  Except as set forth on Section
     4.11 of the Company Disclosure Schedule, (a) the Company
     and the Company Subsidiaries have filed on or before the
     date hereof (i) all federal, state, local and foreign
     income Tax Returns (as defined below) required to be
     filed after January 1, 1992 except for such Tax Returns
     the failure of which to file is not reasonably likely to
     have a Company Material Adverse Effect, individually or
     in the aggregate, and (ii) all other Tax Returns required
     to be filed except for such Tax Returns the failure of
     which to file is not reasonably likely to have a Company
     Material Adverse Effect, individually or in the
     aggregate; (b) all Taxes (as defined below) shown to be
     due on the Tax Returns referred to in clause (a) have
     been timely paid; (c) the Company and the Company
     Subsidiaries have joined in the filing of a consolidated
     United States federal income Tax Return of Textron and
     its subsidiaries, and since 1986, neither the Company nor
     the Company Subsidiaries have joined in a consolidated
     income Tax Return with any other group of corporations,
     except for a group consisting solely of the Company and
     the Company Subsidiaries; (d) the Company and the Company
     Subsidiaries have entered into a Tax sharing agreement
     with Textron, dated January 1, 1993, as amended,
     governing the allocation of Taxes between them, and no
     other Tax sharing agreement exists among the parties; (e)
     neither the Company nor any Company Subsidiary has waived
     in writing any statute of limitations in respect of Taxes
     of the Company or such Company Subsidiary, except for
     waivers relating to Taxes which are not reasonably likely
     to have a Company Material Adverse Effect, individually
     or in the aggregate; (f) all deficiencies asserted or
     assessments made as a result of examination of the Tax
     Returns referred to in clause (a) by a taxing authority
     have been paid in full; (g) no proposed assessments have
     been raised in writing by the relevant taxing authority
     in connection with the examination of Tax Returns
     referred to in clause (a); (h) no taxing authority has
     requested in writing that the Company or any Company
     Subsidiary file a Tax Return in a jurisdiction where it
     has not previously filed a Tax Return; and (i) as a
     result of the transactions contemplated by this
 
<PAGE>
 
     Agreement, none of the Company or any Company Subsidiary
     will be required to make a "parachute payment" to a
     "disqualified individual" pursuant to section 280G of the
     Internal Revenue Code of 1986, as amended (the "Code"). 
     As of the date hereof, the Company has made available to
     Parent true and complete copies of its separate "pro-
     forma" United States federal income Tax Returns for each
     of the four tax years ended December 31, 1991 through
     1994.  For purposes of this Agreement, "Tax" (and, with
     correlative meaning, "Taxes") shall mean all federal,
     state, local and foreign income, premium, payroll,
     withholding, excise, sales, use, gain, transfer, real and
     personal property, use and occupation, capital stock,
     franchise and other taxes, including interest and
     penalties thereon, imposed by a taxing authority.  For
     purposes of this Agreement, "Tax Return" shall mean all
     reports, returns (including information returns and
     similar returns or reports), statements, declarations, or
     forms, including accompanying schedules, in each case
     with respect to Taxes.

               4.12  Employee Benefit Plans; Labor Matters.

                    (a)  General Compliance with Law.  Except
     as disclosed in Section 4.12(a) of the Company Disclosure
     Schedule, each Company Plan (as defined in Section 9.10)
     has been operated in accordance with its terms and the
     requirements of the Employee Retirement Income Security
     Act of 1974, as amended ("ERISA"), the Code, and all
     other applicable Laws, except where the failure to have
     been so operated is not reasonably likely to result in a
     Company Material Adverse Effect.  All reports and
     disclosures relating to the Company Plans required to be
     filed or furnished to any governmental entity,
     participants or beneficiaries prior to the Closing have
     been or will be filed in a timely manner and in
     accordance in all material respects with applicable Law
     except where the failure to be so filed or furnished is
     not reasonably likely to have a Company Material Adverse
     Effect.

                    (b)  ERISA Title IV Liability; Defined
     Benefit Plans.  Except as set forth in Section 4.12(b) of
     the Company Disclosure Schedule or as is not reasonably
     likely to result in a Company Material Adverse Effect,
     (i) neither the Company, nor any Company Subsidiary, nor
     any ERISA Affiliate (as defined in Section 9.10) of the
     Company has incurred any direct or indirect liability
     under, arising out of, or by operation of Title IV of
     ERISA that has not been satisfied in full, and no fact or
     event exists that could reasonably be expected to give
     rise to any such liability, other than liability for
     premiums due the Pension Benefit Guaranty Corporation
     ("PBGC") (which premiums have been paid when due);
     (ii) for each Company Plan which is subject to Title IV
     of ERISA, the aggregate accumulated benefit obligation
     (as determined under Statement of Financial Accounting
     Services No. 87) of such Company Plan does not exceed the
     fair market value of the assets of such Company Plan;

<PAGE>
 
     (iii) no Company Plan or any trust established thereunder
     that is subject to Section 302 of ERISA and Section 412
     of the Code has incurred any "accumulated funding
     deficiency" (as defined in Section 302 of ERISA and
     Section 412 of the Code), whether or not waived; (iv) all
     contributions required to be made with respect thereto
     (whether pursuant to the terms of any Company Plan or
     otherwise) have been timely made; (v) no Lien exists
     under Section 412(n) of the Code or Section 4068 of ERISA
     with respect to any assets of the Company or any Company
     Subsidiary; (vi) no tax under Section 4971 of the Code
     has been incurred with respect to any Company Plan; and
     (vii) neither the Company nor any of the Company
     Subsidiaries sponsors, maintains, contributes to, or is
     required to contribute to a "multiemployer pension plan,"
     as defined in Section 3(37) of ERISA, or a plan described
     in Section 4063(a) of ERISA.

                    (c)  Prohibited Transactions; Fiduciary
     Duties.  Except as set forth in Section 4.12(c) of the
     Company Disclosure Schedule or as is not reasonably
     likely to result in a Company Material Adverse Effect,
     (i) neither the Company, nor any Company Subsidiary, nor
     any Company Plan, nor any trust created thereunder and
     any trustee or administrator thereof has engaged in a
     transaction in connection with which the Company or any
     ERISA Affiliate, any Company Plan, any such trust, or any
     trustee or administrator thereof, or any party dealing
     with any Company Plan or any such trust, which could
     result in a civil penalty assessed pursuant to Section
     409 or 502(i) of ERISA or a tax imposed pursuant to
     Section 4975 of the Code; and (ii) the Company, the
     Company Subsidiaries, and all fiduciaries (as defined in
     Section 3(21) of ERISA) with respect to the Company
     Plans, have complied in all respects with Section 404 of
     ERISA.

                    (d)  Determination Letters.  Except as set
     forth in Section 4.12(d) of the Company Disclosure
     Schedule or as is not reasonably likely to result in a
     Company Material Adverse Effect, (i) each Company Plan
     intended to be qualified under Section 401(a) of the Code
     has received a favorable determination letter from the
     Internal Revenue Service with respect to the Tax Reform
     Act of 1986 and other applicable Laws, or an application
     was filed for such determination letter on a timely
     basis, and (ii) nothing has occurred from the date of
     such letter or such filing that could reasonably be
     expected to affect the qualified status of such Company
     Plan.

                    (e)  No Acceleration of Liability.  Except
     as set forth in Section 4.12(e) of the Company Disclosure
     Schedule or as is not reasonably likely to result in a
     Company Material Adverse Effect, the consummation of the
     transactions contemplated by this Agreement will not
     (i) entitle any current or former employee, director or
     officer of the Company or any Company Subsidiary to
     severance pay, unemployment compensation or any other

<PAGE>
 
     payment, except as expressly provided in this Agreement
     or (ii) accelerate the time of payment or vesting, or
     increase the amount of compensation or benefit due any
     such employee, director or officer.

                    (f)  Ability to Terminate Plans.  Except
     as set forth in Section 4.12(f) of the Company Disclosure
     Schedule or as is not reasonably likely to result in a
     Company Material Adverse Effect, each Company Plan is
     terminable in accordance with the terms expressly set
     forth therein, except as may be limited by applicable
     Law.

                    (g)  The Company is not subject to any
     collective bargaining or other labor union contracts
     applicable to persons employed by the Company or the
     Company Subsidiaries.  There is no pending or threatened
     in writing labor dispute, strike or work stoppage against
     the Company or any of the Company Subsidiaries which may
     interfere with the respective business activities of the
     Company or the Company Subsidiaries, except where such
     dispute, strike or work stoppage is not reasonably likely
     to have a Company Material Adverse Effect.

               4.13  Environmental Laws and Regulations. 
     Except as disclosed in Section 4.13 of the Company
     Disclosure Schedule, or except as is not reasonably
     likely to result in a Company Material Adverse Effect:
     (a) the Company, each of the Company Subsidiaries and
     each of the Company Properties (as defined in Section
     9.10) is in compliance with all applicable Environmental
     Laws (as defined in Section 9.10); (b) the Company and
     each of the Company Subsidiaries has obtained all Permits
     required for their operations and the Company Properties
     by any applicable Environmental Law; (c) neither the
     Company nor any Company Subsidiary has, and the Company
     has no knowledge of any other person who has, caused any
     release, threatened release or disposal of any Hazardous
     Material (as defined in Section 9.10) at the Company
     Properties; (d) the Company has no knowledge that the
     Company Properties are adversely affected by any release,
     threatened release or disposal of a Hazardous Material
     originating or emanating from any other property; (e)
     neither the Company nor any Company Subsidiary has
     manufactured, used, generated, stored, treated,
     transported, disposed of, released, or otherwise managed
     any Hazardous Material at the Company Properties, (f)
     neither the Company nor any Company Subsidiary: (i) has
     any material liability for response or corrective action,
     natural resources damage, or any other harm pursuant to
     any Environmental Law at the Company Properties or at any
     other property, (ii) is subject to, has notice or
     knowledge of, or is required to give any notice of any
     Environmental Claim (as defined in Section 9.10)
     involving the Company, any of the Company Subsidiaries or
     any of the Company Properties, or (iii) has knowledge of
     any condition or occurrence at the Company, any of the
     Company Subsidiaries or any of the Company Properties
     which could form the basis of an Environmental Claim

<PAGE>
 
     against the Company, any of the Company Subsidiaries or
     any of the Company Properties; (g) the Company Properties
     are not subject to any, and the Company has no knowledge
     of any imminent, restriction on the ownership, occupancy,
     use or transferability of the Company Properties in
     connection with any (i) Environmental Law or (ii)
     release, threatened release or disposal of any Hazardous
     Material; and (h) there are no conditions or
     circumstances at the Company Properties that pose a risk
     to the environment or the health and safety of any
     person.

               4.14  Company Intellectual Property.  Except as
     set forth in Section 4.14 of the Company Disclosure
     Schedule, or except as is not reasonably likely to result
     in a Company Material Adverse Effect: (a) either the
     Company or one of the Company Subsidiaries is the owner
     of, or a licensee under a valid license for, all items of
     intellectual property which are material to the business
     of the Company and the Company Subsidiaries as currently
     conducted, including, without limitation, (i) copyrights,
     patents, trademarks, logos, service marks, trade names,
     service names, all applications therefor and all
     registrations thereof, and (ii) technology rights and
     licenses, computer software, trade secrets, know-how,
     inventions, processes, formulae and other intellectual
     property rights (collectively, the "Company Intellectual
     Property"); (b) with respect to all Company Intellectual
     Property owned by the Company or any Company Subsidiary,
     the Company or such Company Subsidiary, as the case may
     be, is the sole owner and has the exclusive right to use
     such Company Intellectual Property, and such owned
     Company Intellectual Property is not subject to any
     Liens, including, without limitation, any rights retained
     by Textron or any of its affiliates other than the
     Company or the Company Subsidiaries; (c) there is no
     infringement or other adverse claim against the rights of
     the Company or any Company Subsidiary with respect to any
     of the Company Intellectual Property; and (d) neither the
     Company nor any Company Subsidiary has been charged with,
     nor to the Company's knowledge is the Company or any
     Company Subsidiary threatened to be charged with nor is
     there any basis for any such charge of, infringement or
     other violation of, nor has the Company or any Company
     Subsidiary infringed, nor is it infringing, any unexpired
     rights of any third party in any of the Company
     Intellectual Property.

               4.15  Brokers and Finders.  Other than Morgan
     Stanley & Co. Incorporated which has been retained by the
     independent committee of the Board of Directors, the
     Company has not employed any investment banker, broker,
     finder, consultant or intermediary in connection with the
     transactions contemplated by this Agreement which would
     be entitled to any investment banking, brokerage,
     finder's or similar fee or commission in connection with
     this Agreement or the transactions contemplated hereby.

               4.16  Opinion of Financial Advisors.  The
 
<PAGE>
 
     independent committee of the Board of Directors has
     received the opinion of Morgan Stanley & Co. Incorporated
     dated April 28, 1996, to the effect that, as of such
     date, the Merger Consideration to be received by the
     stockholders of the Company in the Merger is fair to the
     minority stockholders of the Company from a financial
     point of view.

               4.17  Title to Property.  

                    (a)  Except as set forth in Section
     4.17(a) of the Company Disclosure Schedule, each of the
     Company and the Company Subsidiaries (i) has good, valid
     and marketable title to all of its properties, assets and
     other rights that do not constitute real property, free
     and clear of all Liens, except for such Liens that are
     not reasonably likely to have a Company Material Adverse
     Effect, and (ii) owns, or has valid leasehold interests
     in or valid contractual rights to use, all of the assets,
     tangible and intangible, used by, or necessary for the
     conduct of, its business, except where the failure to
     have such valid leasehold interests or such valid
     contractual rights is not reasonably likely to have a
     Company Material Adverse Effect.

                    (b)  Except as set forth in Section
     4.17(b) of the Company Disclosure Schedule or except as
     is not reasonably likely to result in a Company Material
     Adverse Effect, each of the Company and the Company
     Subsidiaries:

                         (i)  owns and has good, valid
          and marketable title in fee simple to the real
          property owned by such party, free and clear of
          Liens, except for (A) minor imperfections of
          title, easements and rights of way, none of
          which, individually or in the aggregate,
          materially detracts from the value of or
          impairs the use of the affected property or
          impairs the operations of the Company or any of
          the Company Subsidiaries and (B) Liens for
          current Taxes not yet due and payable ((A) and
          (B) are collectively referred to as "Permitted
          Company Liens");

                        (ii)  is in peaceful and
          undisturbed possession of the space and/or
          estate under each lease under which it is a
          tenant, and there are no material defaults by
          it as tenant thereunder; and 

                       (iii)  has good and valid rights
          of ingress and egress to and from all the real
          property owned or leased by such party from and
          to the public street systems for all usual
          street, road and utility purposes.

               4.18  Insurance.  Except as set forth in
     Section 4.18 of the Company Disclosure Schedule, each of

<PAGE>
 
     the Company and each of the Company Subsidiaries is, and
     has been continuously since January 1, 1995, insured with
     financially responsible insurers in such amounts and
     against such risks and losses as are customary in all
     material respects for companies conducting the business
     as conducted by the Company and the Company Subsidiaries
     during such time period.  Except as set forth in Section
     4.18 of the Company Disclosure Schedule, neither the
     Company nor any of the Company Subsidiaries is in Default
     under, or has received any notice of cancellation or
     termination with respect to, any material insurance
     policy of the Company or any of the Company Subsidiaries. 
     The insurance policies of the Company and each of the
     Company Subsidiaries are valid and enforceable policies
     in all material respects.

               4.19  No Default.  Except as set forth in
     Section 4.19 of the Company Disclosure Schedule, neither
     the Company nor any of the Company Subsidiaries is in
     Default under any term, condition or provision of (a) its
     Articles of Organization or Articles or Certificate of
     Incorporation, as the case may be, or By-Laws, (b) any
     Contract or other instrument or obligation to which the
     Company or any of the Company Subsidiaries is a party or
     by which they or any of their properties or assets may be
     bound or affected, except for any such Defaults that are
     not reasonably likely to have a Company Material Adverse
     Effect; (c) any Order applicable to the Company or any of
     the Company Subsidiaries or any of their properties or
     assets, except for any such Defaults that are not
     reasonably likely to have a Company Material Adverse
     Effect; or (d) any Permit necessary for the Company or
     any of the Company Subsidiaries to conduct their
     respective businesses as currently conducted, except for
     Defaults that are not reasonably likely to have a Company
     Material Adverse Effect.

               4.20  Noncompliance with Laws.  The business of
     the Company and each of the Company Subsidiaries is being
     conducted in compliance with all applicable Laws except
     for instances of noncompliance that are listed in Section
     4.20 of the Company Disclosure Schedule or which are not
     reasonably likely to have a Company Material Adverse
     Effect.  Except as set forth in Section 4.20 of the
     Company Disclosure Schedule, since January 1, 1995,
     neither the Company nor any of the Company Subsidiaries
     has received any written notification or written
     communication from any agency or department of federal,
     state, or local government (a) asserting that the Company
     or any Company Subsidiary is not in compliance with any
     of the Laws, Orders or Permits of any governmental agency
     or authority or that any such agency or authority
     enforces, except such instances of noncompliance that are
     not reasonably likely to have a Company Material Adverse
     Effect, or (b) requiring the Company or any Company
     Subsidiary to enter into or consent to the issuance of a
     cease and desist order, formal agreement, directive or
     commitment which restricts materially the conduct of its
     business or which materially affects its capital, its

<PAGE>
 
     credit or reserve policies, its management, or the
     payment of dividends.

                             ARTICLE V

              REPRESENTATIONS AND WARRANTIES OF PARENT
                             AND NEWCO

               Each of Parent and Newco represents and
     warrants jointly and severally to the Company that:

               5.1  Corporate Organization and Qualification.

                    (a)  Each of Parent and each subsidiary of
     Parent (including Newco) (collectively, the "Parent
     Subsidiaries") is a corporation duly organized, validly
     existing and in good standing under the Laws of its
     jurisdiction of incorporation and is qualified and in
     good standing as a foreign corporation in each
     jurisdiction where the properties owned, leased or
     operated, or the business conducted, by it require such
     qualification, except where the failure to so qualify or
     be in good standing is not reasonably likely to have a
     Parent Material Adverse Effect (as defined in Section
     9.10).  Each of Parent and each of the Parent
     Subsidiaries has all requisite corporate power and
     authority and all necessary governmental Consents to own,
     lease and operate its properties and to carry on its
     business as it is now being conducted, except where the
     failure to have such power and authority is not
     reasonably likely to have a Parent Material Adverse
     Effect.  Parent has heretofore made available to the
     Company complete and correct copies of the Certificate of
     Incorporation or Articles of Organization or
     Incorporation, as the case may be, and By-Laws of it and
     each Parent Subsidiary as in effect as of the date
     hereof.

                    (b)  Parent conducts its insurance
     operations through Provident Life and Accident Insurance
     Company, Provident National Assurance Company and
     Provident Life and Casualty Insurance Company
     (collectively, the "Parent Insurance Subsidiaries"). 
     Except as disclosed in Section 5.1(b) of the disclosure
     schedule being delivered to the Company by Parent with
     this Agreement (as amended and restated as of November 5,
     1996, the "Parent Disclosure Schedule"), each of the
     Parent Insurance Subsidiaries is (i) duly licensed or
     authorized as an insurance company in its jurisdiction of
     incorporation, (ii) duly licensed or authorized as an
     insurance company in each other jurisdiction where it is
     required to be so licensed or authorized, and (iii) duly
     authorized in its jurisdiction of incorporation and each
     other applicable jurisdiction to write each line of
     business reported as being written in the Parent SAP
     Statements (as hereinafter defined), except, in any such
     case, where the failure to be so licensed or authorized
     is not reasonably likely to result in a Parent Material
     Adverse Effect.

<PAGE>
 
                    (c)  Except for the Parent Subsidiaries
     and as set forth in the Parent 1995 SAP Statements (as
     defined in Section 5.7) or in Section 5.1(c) of the
     Parent Disclosure Schedule, Parent does not directly or
     indirectly own any equity or similar interest in, or any
     interest convertible into or exchangeable or exercisable
     for any equity or similar interest in, any corporation,
     partnership, joint venture or other business association
     or entity that directly or indirectly conducts any
     activity which is material to Parent.

               5.2  Capitalization.  The authorized capital
     stock of Parent consists of: (i) 65,000,000 shares of
     Parent Common Stock, of which, as of the date of the
     Agreement, 45,465,135 shares were issued and outstanding,
     and (ii) 25,000,000 shares of preferred stock, par value
     $1.00 per share ("Parent Preferred Stock"), 1,041,667 of
     which, as of the date of this Agreement, were issued and
     outstanding.  All of the outstanding shares of Parent
     Common Stock have been duly authorized and validly issued
     and are fully paid and nonassessable.  Except as set
     forth on Section 5.2 of the Parent Disclosure Schedule,
     as of the date hereof all outstanding shares of capital
     stock of the Parent Subsidiaries are owned by Parent or a
     direct or indirect wholly owned subsidiary of Parent,
     free and clear of all Liens.  Except as set forth on
     Section 5.2 of the Parent Disclosure Schedule, there are
     not as of the date hereof any outstanding or authorized
     options, warrants, calls, rights (including preemptive
     rights), commitments or any other agreements of any
     character to which Parent or any of the Parent
     Subsidiaries is a party or may be bound by, requiring it
     to issue, transfer, sell, purchase, redeem or acquire any
     shares of capital stock or any securities or rights
     convertible into, exchangeable for, or evidencing the
     right to subscribe for, any shares of capital stock of
     Parent or any of the Parent Subsidiaries.

               5.3  Authority Relative to This Agreement. 
     Each of Parent and Newco has the requisite corporate
     power and authority to execute and deliver this Agreement
     and to consummate the transactions contemplated hereby. 
     This Agreement and the consummation by Parent and Newco
     of the transactions contemplated hereby have been duly
     and validly authorized by the respective Boards of
     Directors of Parent and Newco and by Parent as the sole
     stockholder of Newco, and, except for (i) the affirmative
     vote of a majority of the votes represented by shares of
     Parent Common Stock cast (whether in person or by proxy)
     at the stockholders meeting of Parent contemplated by
     Section 6.7(b) of this Agreement (provided that the total
     vote cast on the proposal to approve the issuance of
     shares of Parent Common Stock in the Merger and the other
     transactions contemplated by this Agreement represents a
     majority in interest of all securities of Parent entitled
     to vote on such proposal) and (ii) the affirmative vote
     of the holders of 66 2/3% of the shares of Parent Common
     Stock outstanding with respect to a proposal to amend

<PAGE>
 
     Parent's Certificate of Incorporation to increase the
     number of shares of Parent Common Stock which Parent is
     authorized to issue to 150,000,000 (such amendment is
     referred to hereinafter as the "Charter Amendment"), no
     other corporate proceedings on the part of Parent and
     Newco are necessary to authorize this Agreement or to
     consummate the transactions contemplated hereby.  This
     Agreement has been duly and validly executed and
     delivered by each of Parent and Newco and, assuming this
     Agreement constitutes the valid and binding agreement of
     the Company, constitutes the valid and binding agreement
     of each of Parent and Newco, enforceable against each of
     them in accordance with its terms, except that the
     enforcement hereof may be limited by (a) bankruptcy,
     insolvency, reorganization, moratorium or other similar
     Laws now or hereafter in effect relating to creditors'
     rights generally and (b) general principles of equity
     (regardless of whether enforceability is considered in a
     proceeding at law or in equity).

               5.4  Consents and Approvals; No Violation. 
     Neither the execution, delivery or performance of this
     Agreement by Parent or Newco nor the consummation by
     Parent and Newco of the transactions contemplated hereby
     nor compliance by Parent or Newco with any of the
     provisions hereof will (a) conflict with or result in any
     breach of any provision of the respective Certificate of
     Incorporation or Articles of Organization, as the case
     may be, or respective By-Laws, of Parent or any of the
     Parent Subsidiaries; (b) require any Consent of any
     governmental or regulatory authority, except (i) in
     connection with the applicable requirements of the HSR
     Act, (ii) pursuant to the applicable requirements of the
     Exchange Act, (iii) the filing of the Articles of Merger
     pursuant to the MBCL and appropriate documents with the
     relevant authorities of other states in which Parent or
     any of the Parent Subsidiaries is authorized to do
     business, (iv) as may be required by any applicable state
     securities or "blue sky" laws or state takeover laws, (v)
     the filing of appropriate documents with, and approval
     of, the respective Commissioners of Insurance of the
     Commonwealth of Massachusetts and the States of Delaware
     and Tennessee and such filings and consents as may be
     required under the insurance laws of any state in which
     the Company or any of the Company Subsidiaries is
     domiciled or does business or in which Parent or any of
     the Parent Subsidiaries is domiciled or does business,
     (vi) such Consents as may be required under the Laws of
     Canada or any of the provinces thereof, or (vii) where
     the failure to obtain such Consents is not reasonably
     likely to have a Parent Material Adverse Effect; (c)
     result in a Default under any of the terms, conditions or
     provisions of any Contract to which Parent or any of the
     Parent Subsidiaries or any of their respective assets may
     be bound, except for such Defaults as to which requisite
     waivers or consents have been obtained or which are not
     reasonably likely to have a Parent Material Adverse
     Effect; or (d) assuming the Consents referred to in this
     Section 5.4 are duly and timely obtained or made, violate

<PAGE>
 
     any Order or Law applicable to Parent or any of the
     Parent Subsidiaries or to any of their respective assets,
     except for violations which are not reasonably likely to
     have a Parent Material Adverse Effect.

               5.5  Financing.  Parent has or will have on the
     date of the Closing sufficient funds available to pay the
     aggregate Cash Consideration for all of the Shares
     outstanding on a fully diluted basis other than Shares
     held by Textron, to pay the aggregate cash component of
     the Mixed Consideration to be paid for all Shares
     outstanding held by Textron and to pay all fees and
     expenses related to the transactions contemplated by this
     Agreement.  To the extent that Parent or Newco will be
     required to finance any part of the Merger Consideration,
     Parent has received commitment letters with respect
     thereto, complete and correct copies of which have
     heretofore been furnished to the Company and Textron.

               5.6  SEC Reports; Financial Statements.

                    (a)  Parent has timely filed all reports
     required to be filed by it with the SEC since January 1,
     1994 pursuant to the federal securities laws and the SEC
     rules and regulations thereunder, all of which as of
     their respective dates, complied in all material respects
     with applicable requirements of the Exchange Act
     (collectively, the "Parent SEC Reports").  None of the
     Parent SEC Reports, including, without limitation, any
     financial statements or schedules included therein, as of
     their respective dates contained any untrue statement of
     a material fact or omitted to state a material fact
     required to be stated therein or necessary in order to
     make the statements therein, in light of the
     circumstances under which they were made, not misleading.

                    (b)  The consolidated statements of
     financial position and the related consolidated
     statements of operations, stockholders' equity and cash
     flows (including the related notes thereto) of Parent
     included in the Parent SEC Reports complied in all
     material respects with applicable accounting requirements
     and the published rules and regulations of the SEC with
     respect thereto, have been prepared in conformity with
     GAAP applied on a basis consistent with prior periods
     (except as otherwise noted therein), and present fairly
     the consolidated financial position of Parent as of their
     respective dates, and the consolidated results of its
     operations and its cash flows for the periods presented
     therein (subject, in the case of the unaudited interim
     financial statements, to normal year-end adjustments).

               5.7  Statutory Statements.  Each of the Parent
     Insurance Subsidiaries has filed all annual or quarterly
     statements, together with all exhibits and schedules
     thereto, required to be filed with or submitted to the
     appropriate regulatory authorities of the jurisdiction in
     which it is domiciled on forms prescribed or permitted by
     such authority (collectively, the "Parent SAP

<PAGE>
 
     Statements").  Except as set forth in Section 5.7 of the
     Parent Disclosure Schedule, financial statements included
     in the Parent SAP Statements and prepared on a statutory
     basis, including the notes thereto, have been prepared in
     all material respects in accordance with accounting
     practices prescribed or permitted by applicable state
     regulatory authorities in effect as of the date of the
     respective statements and such accounting practices have
     been applied on a substantially consistent basis
     throughout the periods involved, except as expressly set
     forth in the notes or schedules thereto, and such
     financial statements present fairly the respective
     statutory financial positions and results of operation of
     each of the Parent Insurance Subsidiaries as of their
     respective dates and for the respective periods presented
     therein.  The Parent SAP Statements for the year ended
     December 31, 1995 are referred to herein as the "Parent
     1995 SAP Statements."

               5.8  Absence of Certain Changes or Events. 
     Except as disclosed in the Parent SEC Reports filed 
     prior to the date of this Agreement, or as set forth in
     Section 5.8 of the Parent Disclosure Schedule or as a
     consequence of, or as contemplated by this Agreement,
     since December 31, 1995, the business of Parent has been
     carried on only in the ordinary and usual course, and
     other than in the ordinary course of business, there has
     not occurred any change which has resulted or is
     reasonably likely to result in a Parent Material Adverse
     Effect. 

               5.9  Interim Operations of Newco.  Newco was
     formed solely for the purpose of engaging in the
     transactions contemplated hereby and has not engaged in
     any business activities or conducted any operations other
     than in connection with the transactions contemplated
     hereby.

               5.10  Litigation.  There is no Litigation,
     pending against Parent or Newco, or, to the knowledge of
     Parent, threatened, the outcome of which is reasonably
     likely to have a Parent Material Adverse Effect.

               5.11  No Regulatory Disqualifications.  To the
     knowledge of Parent, no event has occurred or condition
     exists or, to the extent it is within the reasonable
     control of Parent, will occur or exist with respect to
     Parent that, in connection with obtaining any regulatory
     Consents required for the Merger, would cause Parent or
     Newco to fail to satisfy on its face any applicable
     statute or written regulation of any applicable insurance
     regulatory authority, which is reasonably likely to
     adversely affect Parent's or Newco's ability to
     consummate the transactions contemplated hereby.

               5.12  Joint Proxy Statement-Prospectus.  None
     of the information supplied by Parent, Newco or their
     representatives for inclusion in (i) the Registration
     Statement or (ii) the Joint Proxy Statement-Prospectus

<PAGE>
 
     will, in the case of the Registration Statement, at the
     time it becomes effective contain any untrue statement of
     a material fact or omit to state any material fact
     required to be stated therein or necessary in order to
     make the statements therein not misleading, or, in the
     case of the Joint Proxy Statement-Prospectus, at the time
     of the mailing of the Joint Proxy Statement-Prospectus to
     the Company's and Parent's respective stockholders (or,
     in the case of any amendment or supplement thereto, at
     the time of mailing of such amendment or supplement, as
     the case may be) and at the time of the stockholder
     meeting of Parent contemplated by Section 6.7(b) and at
     the Effective Time, contain any untrue statement of a
     material fact or omit to state any material fact required
     to be stated therein or necessary in order to make the
     statements therein, in light of the circumstances under
     which they were made, not misleading.  If at any time
     prior to the Effective Time any event with respect to
     Parent or any of the Parent Subsidiaries should occur
     which is required to be described in a supplement to the
     Joint Proxy Statement-Prospectus, such event shall be so
     described, and such supplement shall be promptly filed
     with the SEC and, as required by Law, disseminated to the
     stockholders of Parent.  With respect to the information
     relating to Parent, the Joint Proxy Statement-Prospectus
     will comply as to form in all material respects with the
     requirements of the Exchange Act.

               5.13  Taxes.  Except as set forth in Section
     5.13 of the Parent Disclosure Schedule, (a) Parent and
     the Parent Subsidiaries have filed on or before the date
     hereof (i) all federal, state, local and foreign income
     Tax Returns required to be filed after January 1, 1992
     except for such Tax Returns the failure of which to file
     is not reasonably likely to have a Parent Material
     Adverse Effect, individually or in the aggregate, and
     (ii) all other Tax Returns required to be filed except
     for such Tax Returns the failure of which to file is not
     reasonably likely to have a Parent Material Adverse
     Effect, individually or in the aggregate; (b) all Taxes
     shown to be due on the Tax Returns referred to in clause
     (a) have been timely paid; (c) neither Parent nor any
     Parent Subsidiary has waived in writing any statute of
     limitations in respect of Taxes of Parent or such Parent
     Subsidiary, except for waivers relating to Taxes which
     would are not reasonably likely to have a Parent Material
     Adverse Effect, individually or in the aggregate; (d) all
     deficiencies asserted or assessments made as a result of
     examination of the Tax Returns referred to in clause (a)
     by a taxing authority have been paid in full; (e) no
     proposed assessments have been raised in writing by the
     relevant taxing authority in connection with the
     examination of Tax Returns referred to in clause (a); and
     (f) no taxing authority has requested in writing that
     Parent or any Parent Subsidiary file a Tax Return in a
     jurisdiction where it has not previously filed a Tax
     Return.

               5.14  Employee Benefit Plans; Labor Matters.  

<PAGE>
 
                    (a)  General Compliance with Law.  Except
     as disclosed in Section 5.14(a) of the Parent Disclosure
     Schedule, each Parent Plan (as defined in Section 9.10)
     has been operated in accordance with its terms and the
     requirements of ERISA, the Code, and all other applicable
     Laws, except where the failure to have been so operated
     would not be reasonably likely to result in a Parent
     Material Adverse Effect.  All reports and disclosures
     relating to Parent Plans required to be filed or
     furnished to any governmental entity, participants or
     beneficiaries prior to the Closing have been or will be
     filed in a timely manner and in accordance in all
     material respects with applicable Law except where the
     failure to be so filed or furnished is not reasonably
     likely to have a Parent Material Adverse Effect.

                    (b)  ERISA Title IV Liability; Defined
     Benefit Plans.  Except as set forth in Section 5.14(b) of
     the Parent Disclosure Schedule or as is not reasonably
     likely to result in a Parent Material Adverse Effect,
     (i) neither Parent, nor any Parent Subsidiary, nor any
     ERISA Affiliate of Parent has incurred any direct or
     indirect liability under, arising out of, or by operation
     of Title IV of ERISA that has not been satisfied in full,
     and no fact or event exists that could reasonably be
     expected to give rise to any such liability, other than
     liability for premiums due the PBGC (which premiums have
     been paid when due); (ii) for each Parent Plan which is
     subject to Title IV of ERISA, the aggregate accumulated
     benefit obligation (as determined under Statement of
     Financial Accounting Services No. 87) of such Parent Plan
     does not exceed the fair market value of the assets of
     such Parent Plan; (iii) no Parent Plan or any trust
     established thereunder that is subject to Section 302 of
     ERISA and Section 412 of the Code has incurred any
     "accumulated funding deficiency" (as defined in Section
     302 of ERISA and Section 412 of the Code), whether or not
     waived; (iv) all contributions required to be made with
     respect thereto (whether pursuant to the terms of any
     Parent Plan or otherwise) have been timely made; (v) no
     Lien exists under Section 412(n) of the Code or Section
     4068 of ERISA with respect to any assets of Parent or any
     Parent Subsidiary; (vi) no tax under Section 4971 of the
     Code has been incurred with respect to any Parent Plan;
     and (vii) neither Parent nor any of Parent Subsidiaries
     sponsors, maintains, contributes to, or is required to
     contribute to a "multiemployer pension plan," as defined
     in Section 3(37) of ERISA, or a plan described in Section
     4063(a) of ERISA.

                    (c)  Prohibited Transactions; Fiduciary
     Duties.  Except as set forth in Section 5.14(c) of the
     Parent Disclosure Schedule or as would not be reasonably
     likely to result in a Parent Material Adverse Effect,
     (i) neither Parent, nor any Parent Subsidiary, nor any
     Parent Plan, nor any trust created thereunder and any
     trustee or administrator thereof has engaged in a
     transaction in connection with which Parent or any ERISA

<PAGE>
 
     Affiliate, any Parent Plan, any such trust, or any
     trustee or administrator thereof, or any party dealing
     with any Parent Plan or any such trust, which could
     result in a civil penalty assessed pursuant to Section
     409 or 502(i) of ERISA or a tax imposed pursuant to
     Section 4975 of the Code; and (ii) Parent, Parent
     Subsidiaries, and all fiduciaries (as defined in Section
     3(21) of ERISA) with respect to Parent Plans, have
     complied in all respects with Section 404 of ERISA.

                    (d)  Determination Letters.  Except as set
     forth in Section 5.14(d) of the Parent Disclosure
     Schedule or as would not be reasonably likely to result
     in a Parent Material Adverse Effect, (i) each Parent Plan
     intended to be qualified under Section 401(a) of the Code
     has received a favorable determination letter from the
     Internal Revenue Service with respect to the Tax Reform
     Act of 1986 and other applicable Laws, or an application
     was filed for such determination letter on a timely
     basis, and (ii) nothing has occurred from the date of
     such letter or such filing that could reasonably be
     expected to affect the qualified status of such Parent
     Plan.

                    (e)  No Acceleration of Liability.  Except
     as set forth in Section 5.14(e) of the Parent Disclosure
     Schedule or as would not be reasonably likely to result
     in a Parent Material Adverse Effect, the consummation of
     the transactions contemplated by this Agreement will not
     (i) entitle any current or former employee, director or
     officer of Parent or any Parent Subsidiary to severance
     pay, unemployment compensation or any other payment,
     except as expressly provided in this Agreement or
     (ii) accelerate the time of payment or vesting, or
     increase the amount of compensation or benefit due any
     such employee, director or officer.

                    (f)  Ability to Terminate Plans.  Except
     as set forth in Section 5.14(f) of the Parent Disclosure
     Schedule or as would not be reasonably likely to result
     in a Parent Material Adverse Effect, each Parent Plan is
     terminable in accordance with the terms expressly set
     forth therein, except as may be limited by applicable
     Law.

                    (g)  Parent is not subject to any
     collective bargaining or other labor union contracts
     applicable to persons employed by Parent or the Parent
     Subsidiaries.  There is no pending or threatened in
     writing labor dispute, strike or work stoppage against
     Parent or any of the Parent Subsidiaries which may
     interfere with the respective business activities of
     Parent or the Parent Subsidiaries, except where such
     dispute, strike or work stoppage would not be reasonably
     likely to have a Parent Material Adverse Effect.

               5.15  Environmental Laws and Regulations. 
     Except as disclosed in Section 5.15 of the Parent
     Disclosure Schedule, or except as is not reasonably

<PAGE>

 
     likely to result in a Parent Material Adverse Effect: (a)
     Parent, each of the Parent Subsidiaries and each of the
     Parent Properties (as defined in Section 9.10) is in
     compliance with all applicable Environmental Laws; (b)
     Parent and each of the Parent Subsidiaries has obtained
     all Permits required for their operations and the Parent
     Properties by any applicable Environmental Law; (c)
     neither Parent nor any Parent Subsidiary has, and Parent
     has no knowledge of any other person who has, caused any
     release, threatened release or disposal of any Hazardous
     Material at the Parent Properties; (d) Parent has no
     knowledge that the Parent Properties are adversely
     affected by any release, threatened release or disposal
     of a Hazardous Material originating or emanating from any
     other property; (e) neither Parent nor any Parent
     Subsidiary has manufactured, used, generated, stored,
     treated, transported, disposed of, released, or otherwise
     managed any Hazardous Material at the Parent Properties;
     (f) neither Parent nor any Parent Subsidiary: (i) has any
     material liability for response or corrective action,
     natural resources damage, or any other harm pursuant to
     any Environmental Law at the Parent Properties or at any
     other property, (ii) is subject to, has notice or
     knowledge of, or is required to give any notice of any
     Environmental Claim involving Parent, any of the Parent
     Subsidiaries or any of the Parent Properties, or (iii)
     has knowledge of any condition or occurrence at Parent,
     any of the Parent Subsidiaries or any of the Parent
     Properties which could form the basis of an Environmental
     Claim against Parent, any of the Parent Subsidiaries or
     any of the Parent Properties; (g) the Parent Properties
     are not subject to any, and Parent has no knowledge of
     any imminent, restriction on the ownership, occupancy,
     use or transferability of the Parent Properties in
     connection with any (i) Environmental Law or (ii)
     release, threatened release or disposal of any Hazardous
     Material; and (h) there are no conditions or
     circumstances at the Parent Properties that pose a risk
     to the environment or the health and safety of any
     person.

               5.16  Parent Intellectual Property.  Except as
     set forth in Section 5.16 of the Parent Disclosure
     Schedule, or except as would not be reasonably likely to
     result in a Parent Material Adverse Effect: (a) either
     Parent or one of the Parent Subsidiaries is the owner of,
     or a licensee under a valid license for, all items of
     intellectual property which are material to the business
     of Parent and the Parent Subsidiaries as currently
     conducted, including, without limitation, (i) copyrights,
     patents, trademarks, logos, service marks, trade names,
     service names, all applications therefor and all
     registrations thereof, and (ii) technology rights and
     licenses, computer software, trade secrets, know-how,
     inventions, processes, formulae and other intellectual
     property rights (collectively, the "Parent Intellectual
     Property"); (b) with respect to all Parent Intellectual
     Property owned by Parent or any Parent Subsidiary, Parent
     or such Parent Subsidiary, as the case may be, is the
<PAGE>

 
     sole owner and has the exclusive right to use such Parent
     Intellectual Property, and such owned Parent Intellectual
     Property is not subject to any Liens; (c) there is no
     infringement or other adverse claim against the rights of
     Parent or any Parent Subsidiary with respect to any of
     the Parent Intellectual Property; and (d) neither Parent
     nor any Parent Subsidiary has been charged with, nor to
     Parent's knowledge is Parent or any Parent Subsidiary
     threatened to be charged with nor is there any basis for
     any such charge of, infringement or other violation of,
     nor has Parent or any Parent Subsidiary infringed, nor is
     it infringing, any unexpired rights of any third party in
     any of the Parent Intellectual Property.

               5.17  Title to Property.  

                    (a)  Except as set forth in Section
     5.17(a) of the Parent Disclosure Schedule, each of Parent
     and the Parent Subsidiaries (i) has good, valid and
     marketable title to all of its properties, assets and
     other rights that do not constitute real property, free
     and clear of all Liens, except for such Liens that are
     not reasonably likely to have a Parent Material Adverse
     Effect, and (ii) owns, or has valid leasehold interests
     in or valid contractual rights to use, all of the assets,
     tangible and intangible, used by, or necessary for the
     conduct of, its business, except where the failure to
     have such valid leasehold interests or such valid
     contractual rights is not reasonably likely to have a
     Parent Material Adverse Effect.

                    (b)  Except as set forth in Section
     5.17(b) of the Parent Disclosure Schedule or except as is
     not reasonably likely to result in a Parent Material
     Adverse Effect, each of Parent and the Parent
     Subsidiaries:

                         (i)  owns and has good, valid
          and marketable title in fee simple to the real
          property owned by such party, free and clear of
          Liens, except for (A) minor imperfections of
          title, easements and rights of way, none of
          which, individually or in the aggregate,
          materially detracts from the value of or
          impairs the use of the affected property or
          impairs the operations of Parent or any of the
          Parent Subsidiaries and (B) Liens for current
          Taxes not yet due and payable ((A) and (B) are
          collectively referred to as "Permitted Parent
          Liens");

                         (ii)  is in peaceful and
          undisturbed possession of the space and/or
          estate under each lease under which it is a
          tenant, and there are no material defaults by
          it as tenant thereunder; and 

                         (iii)  has good and valid rights
          of ingress and egress to and from all the real
<PAGE>

 
          property owned or leased by such party from and
          to the public street systems for all usual
          street, road and utility purposes.

               5.18  Insurance.  Except as set forth in
     Section 5.18 of the Parent Disclosure Schedule, Parent
     and each of the Parent Subsidiaries is, and has been
     continuously since January 1, 1995, insured with
     financially responsible insurers in such amounts and
     against such risks and losses as are customary in all
     material respects for companies conducting the business
     as conducted by Parent and the Parent Subsidiaries during
     such time period.  Except as set forth in Section 5.18 of
     the Parent Disclosure Schedule, neither Parent nor any of
     the Parent Subsidiaries is in Default under, or has
     received any notice of cancellation or termination with
     respect to, any material insurance policy of Parent or
     any of the Parent Subsidiaries.  The insurance policies
     of Parent and each of the Parent Subsidiaries are valid
     and enforceable policies in all material respects.

               5.19  Ownership of Shares.  As of the time
     immediately prior to the Effective Time, neither Parent
     nor any Parent Subsidiary will beneficially own any
     Shares.  Other than pursuant to the Textron Voting
     Agreement, Parent does not "own" and has not within the
     past three years "owned" (as such terms are defined in
     Section 3 of Chapter 110F of the Massachusetts General
     Laws) and does not "beneficially own" (as defined in the
     Rights Agreement) ten percent or more of the outstanding
     Shares.

               5.20  Brokers and Finders.  Other than Goldman,
     Sachs & Co., Parent has not employed any investment
     banker, broker, finder, or intermediary in connection
     with the transactions contemplated by this Agreement
     which would be entitled to any investment banking,
     brokerage, finder's or similar fee or commission in
     connection with this Agreement or the transactions
     contemplated hereby.

               5.21  No Default.  Except as set forth in
     Section 5.21 of the Parent Disclosure Schedule, neither
     the Parent nor any of the Parent Subsidiaries is in
     Default under any term, condition or provision of (a) its
     Certificate of Incorporation or Articles of Organization
     or Incorporation, as the case may be, or By-Laws, (b) any
     Contract or other instrument or obligation to which
     Parent or any of the Parent Subsidiaries is a party or by
     which they or any of their properties or assets may be
     bound or affected, except for any such Defaults that are
     not reasonably likely to have a Parent Material Adverse
     Effect; (c) any Order applicable to Parent or any of the
     Parent Subsidiaries or any of their properties or assets,
     except for any such Defaults that are not reasonably
     likely to have a Parent Material Adverse Effect; or (d)
     any Permit necessary for Parent or any of the Parent
     Subsidiaries to conduct their respective businesses as
     currently conducted, except for Defaults that are not
<PAGE>

 
     reasonably likely to have a Parent Material Adverse
     Effect.

               5.22  Noncompliance with Laws.  The business of
     Parent and each of the Parent Subsidiaries is being
     conducted in compliance with all applicable Laws except
     for instances of noncompliance that are not reasonably
     likely to have a Parent Material Adverse Effect.  Since
     January 1, 1995, neither Parent nor any of the Parent
     Subsidiaries has received any written notification or
     communication from any agency or department of federal,
     state, or local government (a) asserting that Parent or
     any Parent Subsidiary is not in compliance with any of
     the Laws, Orders or Permits of any governmental agency or
     authority or that any such agency or authority enforces,
     except such instances of noncompliance that are not
     reasonably likely to have a Parent Material Adverse
     Effect, or (b) requiring Parent or any Parent Subsidiary
     to enter into or consent to the issuance of a cease and
     desist order, formal agreement, directive or commitment
     which restricts materially the conduct of its business or
     which materially affects its capital, its credit or
     reserve policies, its management, or the payment of
     dividends.

                             ARTICLE VI

                ADDITIONAL COVENANTS AND AGREEMENTS

               6.1  Conduct of Business of the Company. 
     Except as set forth in Section 6.1 of the Company
     Disclosure Schedule, during the period from the date of
     this Agreement to the Effective Time (unless Parent shall
     otherwise agree in writing and except as otherwise
     contemplated by this Agreement), the Company will conduct
     its operations according to its ordinary and usual course
     of business consistent with past practice and shall use
     all reasonable efforts to preserve intact its current
     business organizations, keep available the service of its
     current officers and employees, maintain its material
     Permits and Contracts and preserve its relationships with
     customers, suppliers and others having business dealings
     with it.  Without limiting the generality of the
     foregoing, and except as otherwise contemplated by this
     Agreement or as set forth in Section 6.1 of the Company
     Disclosure Schedule, the Company will not, without the
     prior written consent of Parent (which consent shall not
     be unreasonably withheld):

                         (i)  issue, sell, grant, dispose
          of, pledge or otherwise encumber, or authorize
          or propose the issuance, sale, disposition or
          pledge or other encumbrance of (A) any
          additional shares of capital stock of any class
          (including the Shares), or any securities or
          rights convertible into, exchangeable for, or
          evidencing the right to subscribe for any
          shares of capital stock, or any rights,
          warrants, options, calls, commitments or any
<PAGE>

 
          other agreements of any character to purchase
          or acquire any shares of capital stock or any
          securities or rights convertible into,
          exchangeable for, or evidencing the right to
          subscribe for, any shares of capital stock or
          (B) any other securities in respect of, in lieu
          of, or in substitution for, Shares outstanding
          on the date hereof;

                         (ii)  redeem, purchase or
          otherwise acquire, or propose to redeem,
          purchase or otherwise acquire, any of its
          outstanding Shares;

                         (iii)  split, combine, subdivide
          or reclassify any Shares or declare, set aside
          for payment or pay any dividend, or make any
          other actual, constructive or deemed
          distribution in respect of any capital stock of
          the Company or otherwise make any payments to
          stockholders in their capacity as such, other
          than the declaration and payment of regular
          quarterly cash dividends on the Shares in an
          amount no greater than $.06 per share and in
          accordance with past dividend policy and except
          for dividends by a direct or indirect wholly
          owned subsidiary of the Company;

                         (iv)  adopt a plan of complete
          or partial liquidation, dissolution, merger,
          consolidation, restructuring, recapitalization
          or other reorganization of the Company or any
          of the Company Subsidiaries (other than the
          Merger);

                         (v)  adopt any amendments to its
          Articles of Organization or By-Laws or to the
          Articles or Certificate of Incorporation, as
          the case may be, or By-Laws of any Company
          Subsidiary or alter through merger,
          liquidation, reorganization, restructuring or
          in any other fashion the corporate structure or
          ownership of any direct or indirect subsidiary
          of the Company or, except in connection with
          the transactions contemplated by this
          Agreement, amend the Rights Agreement;

                         (vi)  make, or permit any
          Company Subsidiary to make, any material
          acquisition, by means of merger, consolidation
          or otherwise, or material disposition, of
          assets or securities;

                         (vii)  other than in the
          ordinary course of business consistent with
          past practice, incur, or permit any Company
          Subsidiary to incur, any indebtedness for
          borrowed money or guarantee any such
          indebtedness or make any loans, advances or
<PAGE>

 
          capital contributions to, or investments in,
          any other person other than the Company or any
          Company Subsidiary;

                         (viii)  grant, or permit any
          Company Subsidiary to grant, any increases in
          the compensation of any of its directors or,
          except in the ordinary course of business and
          in accordance with past practice, any increases
          in the compensation of any of its officers,
          employees or agents; provided, that no
          individual's increase may exceed 8% of such
          individual's compensation and, provided
          further, that all increases in the aggregate
          may not exceed 4% of the total compensation
          paid to officers, employees and agents;

                         (ix)  enter, or permit any
          Company Subsidiary to enter, into any new or
          amend any existing employment agreement or,
          except as may be consistent with Company
          policies in effect as of the date of this
          Agreement, enter, or permit any Company
          Subsidiary to enter, into any new or amend any
          existing severance or termination agreement
          with any officer or employee of the Company or
          a Company Subsidiary; 

                         (x)  except as may be required
          to comply with applicable Law, become obligated
          under any new written pension plan, welfare
          plan, multiemployer plan, employee benefit
          plan, severance plan or similar plan, which was
          not in existence on the date hereof, or amend
          any Company Plan; 

                         (xi)  amend, or permit any
          Company Subsidiary to take such action, to
          increase, accelerate the payment or vesting of
          the amount payable or to become payable under
          or fail to make any required contribution to,
          any benefit plan or materially increase any
          non-salary benefits payable to any employee or
          former employee, except in the ordinary course
          of business consistent with past practice;

                         (xii)  change any method of
          accounting or accounting practice by the
          Company or any Company Subsidiary, except for
          any such required change in GAAP or applicable
          statutory accounting principles;

                         (xiii)  permit any Company
          Insurance Subsidiary to change its investment
          guidelines or policies or conduct transactions
          in investments except in material compliance
          with the investment guidelines and policies and
          approved programs or transactions of such
          Company Insurance Subsidiary and all applicable
<PAGE>

 
          insurance Laws;

                         (xiv)  enter, or permit any
          Company Subsidiary to enter, into any Contract
          to purchase, or to lease for a term in excess
          of one year, any real property, provided that
          the Company or any Company Subsidiary, (x) may
          as a tenant, or a landlord, renew any existing
          lease for a term not to exceed two years and
          (y) nothing herein shall prevent the Company,
          in its capacity as landlord, from renewing any
          lease pursuant to any option granted prior to
          the date hereof;

                         (xv)  enter, or permit any
          Company Insurance Subsidiary to enter, into any
          material reinsurance, coinsurance or similar
          Contract, whether as reinsurer or reinsured,
          except in the ordinary course of business
          consistent with past practice;

                         (xvi)  other than as
          contemplated in the Company's current business
          plan, enter, or permit any Company Subsidiary
          to enter, into any Contract with any insurance
          agent or broker that provides, by its terms,
          for exclusivity (including, without limitation,
          by territory, product, or distribution) or that
          is not terminable by its terms within 180 days
          by the Company or a Company Subsidiary, as the
          case may be, without substantial premium or
          penalty or, in the case of career agents,
          without commission renewal liability, except to
          the extent that the Contract provides for
          vesting commissions;

                         (xvii)  (x) take, or agree or
          commit to take, or permit any Company
          Subsidiary to take, or agree or commit to take,
          any action that would make any representation
          and warranty of the Company hereunder
          inaccurate in any material respect at the
          Effective Time (except for representations and
          warranties which speak as of a particular date,
          which need be accurate only as of such date),
          (y) omit, or agree or commit to omit, or permit
          any Company Subsidiary to omit, or agree or
          commit to omit, to take any action necessary to
          prevent any such representation or warranty
          from being inaccurate in any material respect
          at the Effective Time (except for
          representations and warranties which speak as
          of a particular date, which need be accurate
          only as of such date), provided however that
          the Company shall be permitted to take or omit
          to take such action which can be cured, and in
          fact is cured, at or prior to the Effective
          Time or (z) take, or agree or commit to take,
          or permit any Company Subsidiary to take, or
<PAGE>

 
          agree or commit to take, any action that would
          result in, or is reasonably likely to result
          in, any of the conditions of the Merger set
          forth in Article VII not being satisfied; 

                         (xviii)  authorize, recommend,
          propose or announce an intention to do any of
          the foregoing, or enter into any contract,
          agreement, commitment or arrangement to do any
          of the foregoing;

                         (xix)  settle, or permit any
          Company Subsidiary to settle, any material tax
          audit, or in either case to make or change any
          material tax election or file amended Tax
          Returns, but only, in each case, where such
          audit is directed at, or such Tax Return is
          filed by, the Company, other than as part of
          any Textron consolidated group; or

                         (xx)  file any Tax Return after
          the date hereof and no later than the Effective
          Time which relates to Taxes the nonpayment of
          which would have a Company Material Adverse
          Effect.

               6.2  Conduct of Business of Parent.  Except as
     set forth in Section 6.2 of the Parent Disclosure
     Schedule, during the period from the date of this
     Agreement to the Effective Time (unless the Company shall
     otherwise agree in writing and except as otherwise
     contemplated by this Agreement), Parent will conduct its
     operations according to its ordinary and usual course of
     business consistent with past practice and shall use all
     reasonable efforts to preserve intact its current
     business organizations, keep available the service of its
     current officers and employees, maintain its material
     Permits and Contracts and preserve its relationships with
     customers, suppliers and others having business dealings
     with it.  Without limiting the generality of the
     foregoing, and except as otherwise contemplated by this
     Agreement or as set forth in Section 6.2 of the Parent
     Disclosure Schedule, Parent will not, without the prior
     written consent of the Company (which consent shall not
     be unreasonably withheld):

                         (i)  issue, sell, grant, dispose
          of, pledge or otherwise encumber, or authorize
          or propose the issuance, sale, disposition or
          pledge or other encumbrance of (A) any
          additional shares of capital stock of any class
          (including the shares of Parent Common Stock),
          or any securities or rights convertible into,
          exchangeable for, or evidencing the right to
          subscribe for any shares of capital stock, or
          any rights, warrants, options, calls,
          commitments or any other agreements of any
          character to purchase or acquire any shares of
          capital stock or any securities or rights
<PAGE>

 
          convertible into, exchangeable for, or
          evidencing the right to subscribe for, any
          shares of capital stock or (B) any other
          securities in respect of, in lieu of, or in
          substitution for, shares of Parent Common Stock
          outstanding on the date hereof;

                         (ii)  redeem, purchase or
          otherwise acquire, or propose to redeem,
          purchase or otherwise acquire, any of its
          outstanding shares of Parent Common Stock;

                         (iii)  split, combine, subdivide
          or reclassify any shares of Parent Common Stock
          or declare, set aside for payment or pay any
          dividend, or make any other actual,
          constructive or deemed distribution in respect
          of any capital stock of Parent or otherwise
          make any payments to stockholders in their
          capacity as such, other than the declaration
          and payment of regular quarterly cash dividends
          on the Parent Common Stock in an amount no
          greater than $.72 per share per annum and in
          accordance with past dividend policy and other
          than the declaration and payment of dividends
          on Parent Preferred Stock pursuant to Parent's
          Certificate of Incorporation as in effect on
          the date hereof and except for dividends by a
          direct or indirect wholly owned subsidiary of
          Parent;

                         (iv)  adopt a plan of complete
          or partial liquidation, dissolution, merger,
          consolidation, restructuring, recapitalization
          or other reorganization of Parent or any of the
          Parent Subsidiaries (other than the Merger),
          except for Parent Subsidiaries which are not
          material to the assets, liabilities, financial
          condition or results of operations of Parent
          and the Parent Subsidiaries taken as a whole;

                         (v)  adopt any amendments to its
          Certificate of Incorporation or By-Laws or
          alter through merger, liquidation,
          reorganization, restructuring or in any other
          fashion the corporate structure or ownership of
          any direct or indirect subsidiary of Parent,
          except for Parent Subsidiaries which are not
          material to the assets, liabilities, financial
          condition or results of operations of Parent
          and the Parent Subsidiaries taken as a whole;

                         (vi)  make, or permit any Parent
          Subsidiary to make, any material acquisition,
          by means of merger, consolidation or otherwise,
          or material disposition, of assets or
          securities;

                         (vii)  other than in the
<PAGE>

 
          ordinary course of business consistent with
          past practice, incur, or permit any Parent
          Subsidiary to incur, any material indebtedness
          for borrowed money or guarantee any such
          indebtedness or make any material loans,
          advances or capital contributions to, or
          material investments in, any other person other
          than Parent or any Parent Subsidiary;

                         (viii)  change any method of
          accounting or accounting practice by Parent or
          any Parent Subsidiary, except for any such
          required change in GAAP or applicable statutory
          accounting principles;

                         (ix)  permit any Parent
          Insurance Subsidiary to materially change its
          investment guidelines or policies and approved
          programs or transactions or conduct
          transactions in investments except in material
          compliance with the investment guidelines and
          policies of such Parent Insurance Subsidiary
          and all applicable insurance Laws;

                         (x)  enter, or permit any Parent
          Insurance Subsidiary to enter, into any
          material reinsurance, coinsurance or similar
          Contract, whether as reinsurer or reinsured,
          except in the ordinary course of business
          consistent with past practice;

                         (xi)  (x) take, or agree or
          commit to take, or permit any Parent Subsidiary
          to take, or agree or commit to take, any action
          that would make any representation and warranty
          of Parent hereunder inaccurate in any material
          respect at the Effective Time (except for
          representations and warranties which speak as
          of a particular date, which need be accurate
          only as of such date), (y) omit, or agree or
          commit to omit, or permit any Parent Subsidiary
          to omit, or agree or commit to omit, to take
          any action necessary to prevent any such
          representation or warranty from being
          inaccurate in any material respect at the
          Effective Time (except for representations and
          warranties which speak as of a particular date,
          which need be accurate only as of such date),
          provided however that Parent shall be permitted
          to take or omit to take such action which can
          be cured, and in fact is cured, at or prior to
          the Effective Time or (z) take, or agree or
          commit to take, or permit any Parent Subsidiary
          to take, or agree or commit to take, any action
          that would result in, or is reasonably likely
          to result in, any of the conditions of the
          Merger set forth in Article VII not being
          satisfied; or
<PAGE>

 
                         (xii)  authorize, recommend,
          propose or announce an intention to do any of
          the foregoing, or enter into any contract,
          agreement, commitment or arrangement to do any
          of the foregoing.

               6.3  Alternative Proposals.  The Company will
     not authorize, and will use its reasonable efforts to
     cause its officers, directors, employees or agents not
     to, directly or indirectly, solicit, initiate or
     encourage any inquiries relating to, or the making of any
     proposal which constitutes, an Alternative Proposal (as
     defined in Section 9.10), or recommend or endorse any
     Alternative Proposal, or participate in any discussions
     or negotiations, or provide third parties with any
     nonpublic information, relating to any such inquiry or
     proposal or otherwise facilitate any effort or attempt to
     make or implement an Alternative Proposal, provided,
     however, that the Company may, and may authorize and
     permit its officers, directors, employees or agents to,
     provide third parties with nonpublic information,
     otherwise facilitate any effort or attempt by any third
     party to make or implement an Alternative Proposal,
     recommend or endorse any Alternative Proposal with or by
     any third party, and participate in discussions and
     negotiations with any third party relating to any
     Alternative Proposal with or by any third party, and
     participate in discussions and negotiations with any
     third party relating to any Alternative Proposal, if the
     Company's Board of Directors, after having consulted with
     and considered the advice of outside counsel, has
     reasonably determined in good faith that the failure to
     do so would be reasonably likely to cause the members of
     such Board of Directors to breach their fiduciary duties
     under applicable law.  The Company will immediately cease
     and cause to be terminated any activities, discussions or
     negotiations conducted prior to the date of this
     Agreement with any parties other than Parent with respect
     to any of the foregoing.  The Company shall immediately
     advise Parent following the receipt by it of any
     Alternative Proposal and the details thereof, and advise
     Parent of any developments with respect to such
     Alternative Proposal immediately upon the occurrence
     thereof.

               6.4  Joint Proxy Statement-Prospectus;
     Registration Statement.  As promptly as practicable
     following the date of this Agreement, Parent and the
     Company shall, in consultation with each other, prepare
     and file with the SEC, a joint proxy statement and forms
     of proxy in connection with the vote of the Company's
     stockholders with respect to the Merger and this
     Agreement and the votes of Parent's stockholders with
     respect to the issuance of shares of Parent Common Stock
     in the Merger and the other transactions contemplated by
     this Agreement and the Charter Amendment (such joint
     proxy statement (which shall constitute the prospectus
     forming a part of the Registration Statement), together
     with any supplements thereto, in the form mailed to the
<PAGE>

 
     Company's and Parent's respective stockholders, is herein
     called the "Joint Proxy Statement-Prospectus") and
     Parent, in consultation with the Company, shall prepare
     and file with the SEC the Registration Statement.  Each
     of Parent and the Company shall use its reasonable
     efforts to have the Registration Statement declared
     effective as promptly as practicable.  Parent shall also
     use its reasonable best efforts to take any action
     required to be taken under state securities or blue sky
     laws in connection with the issuance of the shares of
     Parent Common Stock pursuant to this Agreement in the
     Merger.  The Company shall furnish Parent with all
     information concerning the Company and the holders of its
     capital stock and shall take such other action as Parent
     may reasonably request in connection with the
     Registration Statement and the issuance of shares of
     Parent Common Stock.  If at any time prior to the
     Effective Time any event or circumstance relating to
     Parent, any Subsidiary of Parent, the Company, or their
     respective officers or directors, should be discovered by
     such party which should be set forth in an amendment or a
     supplement to the Registration Statement or the Joint
     Proxy Statement-Prospectus, such party shall promptly
     inform the other thereof and take appropriate action in
     respect thereof.  Each of Parent and the Company will use
     its reasonable efforts to cause the Joint Proxy
     Statement-Prospectus to be mailed to its stockholders at
     the earliest practicable date.

               6.5  Stock Exchange Listing.  Parent shall as
     promptly as practicable prepare and submit to the NYSE a
     listing application covering the shares of Parent Common
     Stock issuable in connection with the Merger and this
     Agreement, and shall use its reasonable best efforts to
     obtain, prior to the Effective Time, approval for the
     listing of such shares, subject to official notice of
     issuance.

               6.6  [Intentionally Omitted.]

               6.7  Stockholders' Approvals.

                    (a)  The Company shall duly call, give
     notice of, convene and hold a special meeting of the
     Company's stockholders (the "Company Stockholders
     Meeting") as soon as practicable following the date on
     which the Registration Statement becomes effective for
     the purpose of obtaining the requisite stockholder
     approval in connection with this Agreement and the
     Merger.  The Company shall use its reasonable efforts to
     obtain stockholder approval of this Agreement, and the
     Company shall, through its Board of Directors, recommend
     to its stockholders approval of this Agreement, unless,
     in each case, the members of the Board of Directors of
     the Company, after having consulted with and considered
     the advice of outside counsel, reasonably determine in
     good faith that under the circumstances the foregoing
     actions would be reasonably likely to result in a breach
     of their fiduciary duties to the Company's stockholders
<PAGE>

 
     under applicable law.  Notwithstanding the foregoing, the
     Board of Directors of the Company may at any time prior
     to the Effective Time withdraw, modify, or change any
     recommendation and declaration regarding this Agreement,
     or recommend and declare advisable any other offer or
     proposal, if the Board of Directors, after consultation
     with its outside counsel, has reasonably determined in
     good faith that the making of such recommendation, or the
     failure to withdraw, modify or change its recommendation
     reasonably likely to result in a breach of fiduciary
     duties of the members of such Board of Directors to the
     Company's stockholders under applicable law.

                    (b)  Parent shall duly call, give notice
     of, convene and hold a special meeting of Parent's
     stockholders (the "Parent Stockholders Meeting") as soon
     as practicable following the date on which the
     Registration Statement becomes effective for the purpose
     of obtaining the requisite stockholder approvals for the
     issuance of shares of Parent Common Stock in the Merger
     and the other transactions contemplated by this
     Agreement, as required by the rules of the NYSE, and the
     Charter Amendment.  Parent shall use its reasonable
     efforts to obtain stockholder approval of such issuance
     and such amendment and Parent shall, through its Board of
     Directors, recommend to its stockholders approval of such
     issuance and such amendment, unless, in each case, the
     members of the Board of Directors of Parent, after having
     consulted with and considered the advice of outside
     counsel, reasonably determine in good faith that under
     the circumstances the foregoing actions would be
     reasonably likely to result in a breach of their
     fiduciary duties to Parent's stockholders under
     applicable law.

               6.8  Satisfaction of Conditions, Receipt of
     Necessary Approvals.  Subject to the terms and conditions
     herein provided, each of the parties hereto agrees to (i)
     promptly effect all necessary registrations, submissions
     and filings, including, but not limited to, filings under
     the HSR Act and submissions of information requested by
     governmental authorities, which may be necessary or
     required in connection with the consummation of the
     transactions contemplated by this Agreement, (ii) to use
     its reasonable efforts to secure federal and state
     antitrust clearance (including taking steps to avoid or
     set aside any preliminary or permanent injunction or
     other order of any federal or state court of competent
     jurisdiction or other governmental authority), (iii) use
     its reasonable efforts to take all other action and to do
     all other things necessary, proper or advisable to
     consummate and make effective as promptly as practicable
     the transactions contemplated by this Agreement (it being
     understood that the actions contemplated by Section 6.8
     of the Parent Disclosure Schedule are reasonable and that
     Parent is obligated to take such actions) and (iv) use
     its reasonable efforts to obtain all other necessary or
     appropriate Consents (including but not limited to (a)
     any required Consents of the Commissioners of Insurance
<PAGE>

 
     of the Commonwealth of Massachusetts and the State of
     Delaware and any Consents which may be required under the
     insurance Laws of any state in which the Company or any
     of its Insurance Subsidiaries does business and (b) such
     Consents, as may be required under the laws of any
     foreign country in which the Company or any of the
     Company Subsidiaries conducts any business or owns any
     assets). Each of Parent and the Company acknowledge that
     certain actions may be necessary with respect to the
     foregoing in making notifications and obtaining Consents
     which are material to the consummation of the
     transactions contemplated hereby, and each of Parent and
     the Company agree to take such action as is reasonably
     necessary to complete such notifications and obtain such
     Consents, provided, however, that, except as set forth in
     Section 6.8 of the Parent Disclosure Schedule, nothing in
     this Section 6.8 or elsewhere in this Agreement shall
     require any party hereto to hold separate or make any
     divestiture of any asset or otherwise agree to, and no
     Consent shall be deemed to be obtained for purposes of
     this Agreement if such Consent contains, any restriction
     on their operations or other materially burdensome
     condition which would in any such case be material to the
     assets, liabilities or business of, (a) in the case of
     the Company, the Company and the Company Subsidiaries,
     taken as a whole, and, (b) in the case of Parent, Parent
     and the Parent Subsidiaries (including the Surviving
     Corporation), taken as a whole, in order to obtain any
     Consent required by this Agreement.

               6.9  Access to Information.

                    (a)  Upon reasonable notice, each party
     shall (and shall cause each of such party's Subsidiaries
     to) afford to officers, employees, counsel, accountants
     and other authorized representatives of the other party
     ("Representatives"), in order to evaluate the
     transactions contemplated by this Agreement, reasonable
     access, during normal business hours throughout the
     period prior to the Effective Time, to its properties,
     books and records and, during such period, shall (and
     shall cause each of such party's Subsidiaries to) furnish
     promptly to such Representatives all information
     concerning its business, properties and personnel as may
     reasonably be requested.

                    (b)  Each party agrees that it will not,
     and will cause its Representatives not to, use any
     information obtained pursuant to this Section 6.9 for any
     purpose unrelated to the consummation of the transactions
     contemplated by this Agreement.

                    (c)  The Confidentiality Agreements, dated
     January 12, 1996 and April 24, 1996, by and between
     Textron and Parent (collectively, as amended, the
     "Confidentiality Agreements"), shall apply with respect
     to information furnished by Parent, Textron, the Company,
     any of their respective subsidiaries, and any of their
     respective officers, employees, counsel, accountants and
<PAGE>

 
     other authorized representatives hereunder.

                    (d)  Notwithstanding the provisions
     hereof, during the period prior to the Effective Time,
     the parties shall take appropriate precautions to ensure
     that competitively sensitive information is not exchanged
     in a manner which is inconsistent with applicable Law.

               6.10  Publicity.  Parent and the Company will
     consult with each other and will mutually agree upon any
     press releases or public announcements pertaining to the
     Merger and shall not issue any such press releases or
     make any such public announcements prior to such
     consultation and agreement, except as may be required by
     applicable Law or by obligations pursuant to any listing
     agreement with any national securities exchange, in which
     case the party proposing to issue such press release or
     make such public announcement shall use its reasonable
     efforts to consult in good faith with the other party
     before issuing any such press releases or making any such
     public announcements.

               6.11  Indemnification of Directors and Officers.

                    (a)  Parent agrees that all rights to
     indemnification and exculpation existing in favor of the
     directors and officers of the Company (the "Company
     Indemnified Parties") under the provisions existing on
     the date hereof of the Company's Articles of Organization
     or By-Laws shall survive and continue in full force after
     the Effective Time, and that from and after the Effective
     Time, Parent shall assume all obligations of the Company
     in respect thereof as to any claim or claims asserted
     after the Effective Time.

                    (b)  Parent shall cause to be maintained
     in effect for the Indemnified Parties (as defined below)
     for not less than six years after the Effective Time
     policies of directors' and officers' liability insurance
     with respect to matters occurring at or prior to the
     Effective Time (including, without limitation, the
     transactions contemplated by this Agreement) providing
     substantially the same coverage and containing terms and
     conditions which are no less advantageous, in any
     material respect, to those currently maintained by
     Textron for the benefit of the Company's present or
     former directors, officers, employees or agents covered
     by such insurance policies prior to the Effective Time
     (the "Indemnified Parties"); provided, however, that
     Parent may, in lieu of maintaining such existing
     insurance as provided above, cause comparable coverage to
     be provided under any policy maintained for the benefit
     of Parent or any of the Parent Subsidiaries, so long as
     the material terms thereof are no less advantageous than
     such existing insurance.  

                    (c)  This Section 6.11 is intended to
     benefit the Company Indemnified Parties and the
     Indemnified Parties and shall be binding on all
<PAGE>

 
     successors and assigns of Parent, Newco, the Company and
     the Surviving Corporation.  Parent hereby guarantees the
     performance by the Surviving Corporation of the
     indemnification obligations pursuant to this Section
     6.11.

                    (d)  The Company shall use its reasonable
     efforts to provide all required or appropriate notices
     under such existing insurance with respect to potential
     claims of which it is aware prior to the Effective Time.

               6.12  Employees.

                    (a)  Except as otherwise provided herein,
     until December 31, 1997, Parent agrees to continue to
     maintain for the benefit of all officers and employees of
     the Company and the Company Subsidiaries ("Company
     Employees") those employee benefit plans, programs,
     arrangements and policies that are currently maintained
     by the Company for the benefit of Company Employees. 
     Thereafter, and except as otherwise provided in this
     paragraph (a), Parent shall provide generally to Company
     Employees employee benefit plans, programs, arrangements
     and policies that are no less favorable than those
     provided by Parent to its similarly situated officers and
     employees.  Until December 31, 1997, Parent shall provide
     generally to Company Employees severance benefits in
     accordance with the policies of either (i) the Company as
     disclosed in Section 6.12(a) of the Company Disclosure
     Schedule, or (ii) Parent, whichever of (i) or (ii) will
     provide the greater benefit to the officer or employee,
     provided that (x) the officer or employee signs a release
     similar to the release that must be signed by employees
     of Parent in similar circumstances and (y) no severance
     benefits will be paid solely because an officer or
     employee is not offered employment with Parent or an
     affiliate of Parent in the same geographic location.  For
     purposes of participation, vesting and benefit accrual
     under such employee benefit plans, the service of Company
     Employees prior to the Effective Time shall be treated as
     service with Parent participating in such employee
     benefit plans to the extent permitted by law; provided,
     however, that in the case of any Company defined benefit
     plan, Parent may provide for an adjustment or offset for
     benefits accrued under such Company Plan.  Notwithstanding 
     anything in this Section 6.12(a) to the contrary, (i) during 
     any period of time when any Company Plan requires continued 
     benefit accrual in the event of a change of control, then 
     Parent during such period of time shall continue to maintain 
     such Company Plan as an ongoing plan for such period of time, 
     (ii) during such period of time the participants in such Company 
     Plan shall not participate in Parent's comparable benefit
     plan; and (iii) when participants become covered under
     Parent's comparable benefit plan, then the provisions of
     the immediately preceding sentence shall apply (including
     an offset for benefits accrued under such Company Plan
     following the Effective Time).

                    (b)  Parent and the Surviving Corporation
<PAGE>

 
     hereby agree to honor without modification and assume the
     employment agreements, executive termination agreements
     and individual benefit arrangements set forth in Section
     6.12(b) of the Company Disclosure Schedule, all as in
     effect at the Effective Time.

                    (c)  Parent shall advise the employees of
     the Company, in a written communication issued to such
     employees as soon as practicable following the date of
     this Agreement, of Parent's undertakings set forth in
     this Section 6.12. 

               6.13  Conduct of Business of Newco.  During the
     period of time from the date of this Agreement to the
     Effective Time, Newco shall not engage in any activities
     of any nature except as provided in or contemplated by
     this Agreement.

               6.14  Rights Agreement.  The Company shall take
     all action necessary to ensure that, so long as this
     Agreement shall not have been terminated pursuant to
     Article VIII hereof, no "Rights" (as that term is defined
     in the Rights Agreement) are issued or required to be
     issued to the stockholders of the Company prior to, or as
     of, the Effective Time; provided, however, that if the
     Company shall redeem the Rights in response to any
     actions taken by any person other than Parent or Newco,
     Parent shall deliver to the Company on or prior to the
     time for the payment of the Redemption Price (as defined
     in the Rights Agreement) as provided in the Rights
     Agreement an amount equal to the aggregate Redemption
     Price to be paid to the stockholders of the Company other
     than Textron; provided, further, that in the event of any
     such redemption, Parent and Newco agree that none of the
     Company's representations, warranties, covenants or
     agreements set forth in this Agreement shall be deemed to
     be inaccurate, untrue or breached in any respect for any
     purpose as a result of the redemption of the Rights.

               6.15  Compliance with the Securities Act.

                    (a)  At least 20 days prior to the
     Effective Time, the Company shall cause to be delivered
     to Parent a list identifying all persons who were, in the
     Company's reasonable judgment, at the record date for the
     Company Stockholders Meeting convened in accordance with
     Section 6.7(a) hereof, "affiliates" of the Company as
     that term is used in paragraphs (c) and (d) of Rule 145
     under the Securities Act (the "Affiliates").

                    (b)  The Company shall use its reasonable
     efforts to cause each person who is identified as one of
     its Affiliates in its list referred to in Section 6.15(a)
     above to deliver to Parent (with a copy to the Company),
     at or prior to the Effective Time, an executed letter
     agreement, in a form customary for the type of
     transaction contemplated by this Agreement, (the
     "Affiliate Letters").
<PAGE>

 
                    (c)  If any Affiliate of the Company
     refuses to provide an Affiliate Letter, Parent may place
     appropriate legends on the certificates evidencing the
     shares of Parent Common Stock to be received by such
     Affiliate pursuant to the terms of this Agreement and to
     issue appropriate stop transfer instructions to the
     transfer agent for shares of Parent Common Stock to the
     effect that the shares of Parent Common Stock received by
     such Affiliate pursuant to this Agreement only may be
     sold, transferred or otherwise conveyed (i) pursuant to
     an effective registration statement under the Securities
     Act, (ii) in compliance with Rule 145 promulgated under
     the Securities Act, or (iii) pursuant to another
     exemption under the Securities Act.

                            ARTICLE VII

              CONDITIONS TO CONSUMMATION OF THE MERGER

               7.1  Conditions to Each Party's Obligations to
     Effect the Merger.  The respective obligations of each
     party to effect the Merger are subject to the
     satisfaction at or prior to the Effective Time of the
     following conditions:

                    (a)  Stockholder Approvals.  

                         (i)  This Agreement shall have
          been duly approved by the stockholders of the
          Company entitled to vote with respect thereto
          in accordance with applicable Law and the
          Articles of Organization and By-Laws of the
          Company; and

                         (ii)  each of the issuance of
          shares of Parent Common Stock in the Merger and
          the Charter Amendment shall have been duly
          approved by the stockholders of Parent entitled
          to vote with respect thereto in accordance with
          applicable Law and the Certificate of
          Incorporation and By-Laws of Parent and, in the
          case of the issuance of shares of Parent Common
          Stock in the Merger, the rules of the NYSE.

                    (b)  Injunction.  There shall not be in
     effect any Law or Order of a court or governmental or
     regulatory agency of competent jurisdiction directing
     that the transactions contemplated herein not be
     consummated; provided, however, that, subject to the
     terms and provisions herein provided (including but not
     limited to Section 6.8 of this Agreement), prior to
     invoking this condition each party shall use its
     reasonable efforts to have any such Order vacated.

                    (c)  Governmental Filings and Consents. 
     Subject to the terms and provisions herein provided
     (including but not limited to Section 6.8 hereof), all
     governmental Consents legally required for the
     consummation of the Merger and the transactions
<PAGE>

 
     contemplated hereby shall have been obtained and be in
     effect at the Effective Time (including but not limited
     to the approval of the Commissioners of Insurance of the
     Commonwealth of Massachusetts and the State of Delaware
     and any Consents which may be required under the
     insurance Laws of any state in which the Company or any
     of the Company Subsidiaries conducts any business or owns
     any assets), except where the failure to obtain any such
     Consent would not reasonably be expected to have a Parent
     Material Adverse Effect, and the waiting periods under
     the HSR Act shall have expired or been terminated. 
     Parent shall have received all state securities or "blue
     sky" permits and other authorizations necessary to issue
     the shares of Parent Common Stock pursuant to this
     Agreement in the Merger.

                    (d)  NYSE Listing of Shares of Parent
     Common Stock.  The shares of Parent Common Stock issuable
     to the holders of Shares pursuant to this Agreement in
     the Merger shall have been authorized for listing on the
     NYSE, upon official notice of issuance.

                    (e)  Registration Statement.  The
     Registration Statement shall have become effective under
     the Securities Act and shall not be the subject of any
     stop order or proceeding by the SEC seeking a stop order.

               7.2  Additional Conditions to the Obligations
     of Parent and Newco.  The respective obligations of
     Parent and Newco to effect the Merger are subject to the
     satisfaction at or prior to the Effective Time of the
     following conditions, any or all of which may be waived
     in whole or in part by Parent or Newco, as the case may
     be, to the extent permitted by applicable law:

                    (a)  Representations and Warranties.  For
     purposes of this Section 7.2(a), the accuracy of the
     representations and warranties of the Company set forth
     in Article IV of this Agreement shall be assessed as of
     the date of this Agreement and as of the Effective Time
     with the same effect as though all such representations
     and warranties had been made on and as of the Effective
     Time (provided that representations and warranties which
     are confined to a specified date shall speak only as of
     such date).  The representations and warranties set forth
     in Section 4.2 of this Agreement, including the
     information set forth on the Company Disclosure Schedule
     relating thereto, shall be true and correct (except for
     inaccuracies which are de minimis in amount).  All
     representations and warranties set forth in Article IV
     which are qualified by reference to materiality or a
     Company Material Adverse Effect shall be true and correct
     and all other representations and warranties set forth in
     Article IV of this Agreement shall be true and correct in
     all material respects.

                    (b)  Performance.  The Company shall have
     performed in all material respects all of its respective
     covenants and agreements under this Agreement theretofore
<PAGE>

 
     to be performed.

                    (c)  Officer's Certificate.  Parent shall
     have received at the Effective Time a certificate dated
     the Effective Time and executed by the Chief Executive
     Officer or the Chief Financial Officer of the Company
     certifying to the fulfillment of the conditions specified
     in Sections 7.2(a) and (b) hereof.

                    (d)  Capital Contribution.  Textron shall
     have made after November 1, 1996 a capital contribution
     to the Company (which may, at the election of Textron, be
     by means of a surplus note or other asset which may
     properly be taken into account in determining risk-based
     capital levels) in the amount of the statutory reserve
     strengthening required by the Commissioner of Insurance
     of the Commonwealth of Massachusetts as a condition to
     granting any necessary Consents in connection with the
     transactions contemplated hereby; provided, however, that
     Textron's contribution after November 1, 1996 pursuant
     hereto shall be at least $100 million but shall not under
     any circumstances exceed $180 million in the aggregate
     for such capital contribution.  Textron shall have
     further complied in all material respects with its
     obligations under Section 4(a) and 4(b) of the Textron
     Voting Agreement which are capable of being performed
     prior to the Effective Time.

                    (e)  The amount of the statutory reserve
     strengthening required by the Commissioner of Insurance
     of the Commonwealth of Massachusetts as a condition to
     granting any necessary Consents in connection with
     transactions contemplated hereby shall not exceed $180
     million; provided that this condition shall be deemed to
     be satisfied if Textron shall have increased the amount
     of its capital contribution contemplated by Section
     7.2(d) of this Agreement by an amount equal to such
     excess (it being agreed that neither Textron nor Parent
     shall be under any obligation to make any such additional
     contribution).

               7.3  Additional Conditions to the Obligations
     of the Company.  The obligation of the Company to effect
     the Merger is subject to the satisfaction at or prior to
     the Effective Time of the following conditions, any and
     all of which may be waived in whole or in part by the
     Company to the extent permitted by applicable law:

                    (a)  Representations and Warranties.  For
     purposes of this Section 7.3(a), the accuracy of the
     representations and warranties set forth in Article V of
     this Agreement shall be assessed as of the date of this
     Agreement and as of the Effective Time with the same
     effect as though all such representations and warranties
     had been made on and as of the Effective Time (provided
     that representations and warranties which are confined to
     a specified date shall speak only as of such date).  The
     representations and warranties set forth in Section 5.2
     of this Agreement, including the information set forth on
<PAGE>

 
     the Parent Disclosure Schedule relating thereto, shall be
     true and correct (except for inaccuracies which are de
     minimis in amount).  All representations and warranties
     set forth in Article V of this Agreement which are
     qualified by reference to materiality or a Parent
     Material Adverse Effect shall be true and correct and all
     other representations and warranties set forth in Article
     V of this Agreement shall be true and correct in all
     material respects.

                    (b)  Performance.  Parent and Newco shall
     have performed in all material respects all of their
     respective covenants and agreements under this Agreement
     theretofore to be performed.

                    (c)  Officer's Certificate.  The Company
     shall have received at the Effective Time a certificate
     dated the Effective Time and executed by the Chief
     Executive Officer or the Chief Financial Officer of
     Parent certifying to the fulfillment of the conditions
     specified in Sections 7.3(a) and (b) hereof.

                            ARTICLE VIII

                            TERMINATION

               8.1  Termination by Mutual Consent.  This
     Agreement may be terminated and the Merger may be
     abandoned at any time prior to the Effective Time, before
     or after the approval by stockholders of the Company, by
     the mutual written consent of Parent and the Company.

               8.2  Termination by Either Parent or the
     Company.  This Agreement may be terminated and the Merger
     may be abandoned by Parent or the Company, before or
     after the approval by stockholders of the Company, if (i)
     any court of competent jurisdiction in the United States
     or some other governmental body or regulatory authority
     shall have issued an Order permanently restraining,
     enjoining or otherwise prohibiting the Merger and such
     Order shall have become final and nonappealable,
     provided, that the party seeking to terminate this
     Agreement pursuant to this clause (i) shall have used all
     reasonable efforts to remove such Order, (ii) the Merger
     shall not have been consummated by May 28, 1997; provided
     that the right to terminate this Agreement pursuant to
     this Section 8.2(ii) shall not be available to any party
     whose failure to fulfill any of its material obligations
     under this Agreement results in the failure of the Merger
     to occur on or prior to such date; (iii) this Agreement
     shall have been voted on by stockholders of the Company
     and the vote shall not have been sufficient to satisfy
     the condition set forth in Section 7.1(a)(i) or (iv) the
     issuance of shares of Parent Common Stock in the Merger
     and the other transactions contemplated by this Agreement
     shall have been voted on by stockholders of Parent and
     the vote shall not have been sufficient to satisfy the
     condition set forth in Section 7.1(a)(ii).
<PAGE>

 
               8.3  Termination by Parent.  This Agreement may
     be terminated by Parent and the Merger may be abandoned
     prior to the Effective Time, before or after the approval
     by stockholders of the Company, (i) in the event of a
     material breach by the Company of any covenant or
     agreement contained in this Agreement which, by its
     nature, cannot be cured prior to the Closing or which has
     not been cured within 30 days after the giving of written
     notice to the Company of such breach, (ii) in the event
     of an inaccuracy of any representation or warranty of the
     Company contained in this Agreement which, by its nature,
     cannot be cured prior to the Closing or which has not
     been cured within 30 days after the giving of written
     notice to the Company of such inaccuracy and which
     inaccuracy, in either case, would cause the conditions
     set forth in Section 7.2(a) not to be satisfied, (iii) in
     the event that any of the conditions precedent to the
     obligations of Parent to consummate the Merger cannot be
     satisfied or fulfilled by the date set forth in Section
     8.2(ii) of this Agreement, provided that the failure of
     such conditions to be so satisfied shall not be as a
     result of Parent's failure to fulfill its material
     obligations under this Agreement, or (iv) the Board of
     Directors of the Company withdraws or materially modifies
     or changes its recommendation or approval of this
     Agreement in a manner adverse to Parent or Newco.

               8.4  Termination by the Company.  This
     Agreement may be terminated by the Company and the Merger
     may be abandoned at any time prior to the Effective Time,
     before or after the approval by stockholders of the
     Company, (i) in the event of a material breach by Parent
     or Newco of any covenant or agreement contained in this
     Agreement which, by its nature, cannot be cured prior to
     the Closing or which has not been cured within 30 days
     after the giving of written notice to Parent of such
     breach, (ii) in the event of an inaccuracy of any
     representation or warranty of Parent or Newco contained
     in this Agreement which, by its nature, cannot be cured
     prior to the Closing or which has not been cured within
     30 days after the giving of written notice to the Company
     of such inaccuracy and which inaccuracy, in either case,
     would cause the conditions set forth in Section 7.3(a)
     not to be satisfied, (iii) in the event that any of the
     conditions precedent to the obligations of the Company to
     consummate the Merger cannot be satisfied or fulfilled by
     the date set forth in Section 8.2(ii) of this Agreement,
     provided that the failure of such conditions to be so
     satisfied shall not be as a result of the Company's
     failure to fulfill its material obligations under this
     Agreement, or (iv) prior to the Company Stockholders
     Meeting, the Board of Directors of the Company has (y)
     withdrawn or modified or changed its recommendation or
     approval of this Agreement in a manner adverse to Parent
     and Newco in order to approve and permit the Company to
     execute a definitive agreement relating to an Alternative
     Proposal and (z) determined, based on the advice of
     outside legal counsel to the Company, that the failure to
     take such action as set forth in the preceding clause (y)
<PAGE>

 
     would be reasonably likely to result in breach of the
     Board of Director's fiduciary duties under applicable
     law; provided, however, that the Board of Directors of
     the Company shall have been advised by such outside
     counsel that notwithstanding a binding commitment to
     consummate an agreement of the nature of this Agreement
     entered into in the proper exercise of their applicable
     fiduciary duties, such fiduciary duties would also be
     reasonably likely to require the directors to terminate
     this Agreement as a result of such Alternative Proposal;
     provided, further, that the Company shall immediately
     advise Parent following the receipt by it of any
     Alternative Proposal and the details thereof, and advise
     Parent of any developments with respect to such
     Alternative Proposal immediately upon the occurrence
     thereof.

               8.5  Effect of Termination.  

                    (a)  In the event of termination of this
     Agreement and the abandonment of the Merger pursuant to
     this Article VIII, written notice thereof shall as
     promptly as practicable be given to the other parties to
     this Agreement and this Agreement shall terminate and the
     transactions contemplated hereby shall be abandoned,
     without further action by any of the parties hereto.  If
     this Agreement is terminated as provided herein:  (i)
     except as provided in Section 8.5(b), there shall be no
     liability or obligation on the part of Parent or Newco,
     the Company or any of the Company Subsidiaries or their
     respective officers and directors, and all obligations of
     the parties shall terminate, except (A) for the
     obligations of the parties pursuant to this Section 8.5,
     (B) for the provisions of Sections 9.1 and 9.2, (C) for
     the obligations of parties set forth in the
     Confidentiality Agreements referred to in Section 6.9(c)
     hereof and (D) that a party who is in willful breach of
     any of its representations, warranties, covenants or
     agreements set forth in this Agreement shall be liable
     for damages occasioned by such breach, including without
     limitation any expenses incurred by the other party in
     connection with this Agreement, and (ii) all filings,
     applications and other submissions made pursuant to the
     transactions contemplated by this Agreement shall, to the
     extent practicable, be withdrawn from the agency or
     person to which made.

                    (b)  Under the circumstances set forth in
     this Section 8.5(b), and only under these circumstances,
     the Company agrees to make certain termination payments
     to Parent as follows: (i) if an Alternative Proposal
     which provides that the Company's stockholders will
     receive in excess of $26.00 per share is then outstanding
     and (ii) the Board of Directors of the Company withdraws
     or modifies or changes in a manner adverse to Parent or
     Newco its approval or recommendation of this Agreement or
     the Merger in order to permit the Company to execute a
     definitive agreement relating to such Alternative
     Proposal, then, provided Parent and Newco shall not be in
<PAGE>

 
     material breach of their obligations under this
     Agreement, the Company shall pay Parent the sum of
     $22,500,000 in cash (the "Termination Payment").  The
     Termination Payment shall be made as promptly as
     practicable but not later than three business days after
     such termination, and such payment shall be made by wire
     transfer of immediately available funds to an account
     designated by Parent.  Notwithstanding anything in this
     Agreement to the contrary, the Termination Payment shall
     be Parent's sole and exclusive remedy hereunder for the
     withdrawal, modification or change in such approval or
     recommendation of the Board of Directors of the Company
     under the circumstances described in this Section 8.5(b)
     and, upon such payment and delivery of the Termination
     Payment to Parent, no person shall have any further claim
     or rights against the Company under this Agreement.

                             ARTICLE IX

                     MISCELLANEOUS AND GENERAL

               9.1  Payment of Expenses and Other Payments. 
     Whether or not the Merger shall be consummated and except
     as otherwise provided in this Agreement, each party
     hereto shall pay its own expenses incident to preparing
     for, entering into and carrying out this Agreement and
     the consummation of the transactions contemplated hereby.

               9.2  Survival of Representations and Covenants;
     Survival of Confidentiality Agreements.  The respective
     representations, warranties, covenants and agreements of
     the parties made herein shall not survive beyond the
     earlier of termination of this Agreement or the Effective
     Time.  This Section 9.2 shall not limit any covenant or
     agreement of the parties hereto which by its terms
     contemplates performance after the Effective Time.  The
     Confidentiality Agreements shall survive any termination
     of this Agreement, and the provisions of such
     Confidentiality Agreements shall apply to all information
     and material delivered by any party hereunder.

               9.3  Modification or Amendment.  Subject to the
     applicable provisions of the MBCL, at any time prior to
     the Effective Time, the parties hereto may modify or
     amend this Agreement, by written agreement executed and
     delivered by duly authorized officers of the respective
     parties; provided, however, that after approval of this
     Agreement by the stockholders of the Company, no
     amendment shall be made which changes the consideration
     payable in the Merger or adversely affects the rights of
     the Company's stockholders hereunder without the approval
     of such stockholders.

               9.4  Waiver and Extension.  At any time prior
     to the Effective Time, the parties hereto may (a) extend
     the time for the performance of any of the obligations or
     other acts of the other parties hereto, (b) waive any
     inaccuracies in the representations and warranties
     contained herein or in any document delivered pursuant
<PAGE>

 
     hereto or (c) except to the extent prohibited by Law,
     waive compliance with any of the agreements or conditions
     contained herein.  Any agreement on the part of a party
     hereto to any such extension or waiver shall be valid
     only if set forth in an instrument in writing signed on
     behalf of such party.  The failure of any party at any
     time or times to require performance of any provision
     hereof shall in no manner affect the right of such party
     at a later time to enforce the same or any other
     provision of this Agreement.  No waiver of any condition
     or of the breach of any term contained in this Agreement
     in one or more instances shall be deemed to be or
     construed as a further or continuing waiver or such
     condition or breach or a waiver of any condition or of
     the breach of any other term of this Agreement.

               9.5  Counterparts.  For the convenience of the
     parties hereto, this Agreement may be executed in any
     number of counterparts, each such counterpart being
     deemed to be an original instrument, and all such
     counterparts shall together constitute the same
     agreement.

               9.6  Governing Law.  This Agreement shall be
     governed by, and construed in accordance with, the Laws
     of the Commonwealth of Massachusetts without giving
     effect to the principles of conflicts of law thereof.

               9.7  Notices.  Any notice, request, instruction
     or other document to be given hereunder by any party to
     the other parties shall be in writing and shall be deemed
     given when delivered personally, upon receipt of a
     transmission confirmation (with a confirming copy sent by
     overnight courier) if sent by telecopy or like
     transmission, and on the next business day when sent by
     Federal Express, Express Mail, or other reputable
     overnight courier, as follows:

                    (a)  If to the Company, to

                          The Paul Revere Corporation
                          18 Chestnut Street
                          Worcester, MA  01608
                          Attention:  Senior Vice President
                                      and General Counsel
                          (508) 799-4441 (telephone)
                          (508) 792-6337 (telecopier)

                          with a copy to:

                          Skadden, Arps, Slate, Meagher & Flom LLP
                          One Beacon Street
                          Boston, MA  02108
                          Attention:  Margaret A. Brown, Esq.
                          (617) 573-4800 (telephone)
                          (617) 573-4822 (telecopier)

                          and a copy to:
<PAGE>

 
                          Textron Inc.
                          40 Westminster Street
                          Providence, RI  02903-2596
                          Attention:  Executive Vice President
                                      and General Counsel
                          (401) 421-2800 (telephone)
                          (401) 457-2418 (telecopier)

                    (b)  If to Parent or Newco, to

                          Provident Companies, Inc.
                          1 Fountain Square
                          Chattanooga, TN  37402
                          Attention: Chief Financial Officer
                          (423) 755-6866 (telephone)
                          (423) 755-3194 (telecopier)

                         with a copy to:

                          Alston & Bird
                          1201 West Peachtree Street
                          Atlanta, GA  30309
                          Attention:  Dean Copeland, Esq.
                          (404) 881-7000 (telephone)
                          (404) 881-7777 (telecopier)

     or to such other persons or addresses as may be
     designated in writing by the party to receive such
     notice.  Nothing in this Section 9.7 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.

               9.8  Entire Agreement; Assignment.  This
     Agreement, the Confidentiality Agreements and the
     Separation Agreement (a) constitute the entire agreement
     among the parties with respect to the subject matter
     hereof and supersede all other prior agreements and
     understandings, both written and oral, among the parties
     or any of them with respect to the subject matter hereof
     and (b) shall not be assigned by operation of law or
     otherwise.

               9.9  Parties in Interest.  This Agreement shall
     be binding upon and inure solely to the benefit of each
     party hereto and their respective successors and assigns. 
     Nothing in this Agreement, express or implied, other than
     the right to receive the consideration payable in the
     Merger pursuant to Article III hereof, is intended to or
     shall confer upon any other person any rights, benefits
     or remedies of any nature whatsoever under or by reason
     of this Agreement; provided, however, that the provisions
     of Section 6.11 shall inure to the benefit of and be
     enforceable by the Indemnified Parties or Company
     Indemnified Parties, as the case may be.

               9.10  Certain Definitions.  As used herein:
<PAGE>

 
                    (a)  "Alternative Proposal" shall mean any
     proposal or offer for a merger, asset acquisition or
     other business combination involving the Company or any
     Company Subsidiary or any proposal or offer to acquire a
     significant equity interest in, or a significant portion
     of the assets of, the Company or any Company Subsidiary
     other than the transactions contemplated by this
     Agreement.

                    (b)  "Company Material Adverse Effect"
     shall mean any adverse change in the assets, liabilities,
     financial condition, or results of operations of the
     Company or any of the Company Subsidiaries which,
     individually or together with any other such adverse
     change, is material to the Company and the Company
     Subsidiaries taken as a whole (provided, that a matter or
     matters taken together shall be deemed to have a material
     adverse change in the assets, liabilities, financial
     condition, or results of operations only if such matter
     or matters has resulted or is reasonably anticipated to
     have a quantifiable, after-tax adverse impact of at least
     $40,000,000) or any material adverse effect on the
     ability of the Company to perform its obligations under
     this Agreement or to consummate the transactions
     contemplated hereby.

                    (c)  "Company Plans" shall mean the
     employee benefit plans, programs and arrangements
     maintained or contributed to by the Company or any
     Company Subsidiary.

                    (d)  "Company Properties" shall mean all
     parcels of real property owned by the Company or any
     Company Subsidiary.

                    (e)  "Consent" shall mean any consent,
     approval, authorization, clearance, exemption, waiver, or
     similar affirmation by, or filing with or notification
     to, a person pursuant to any Contract, Law, Order, or
     Permit.

                    (f)  "Contract" shall mean any written or
     oral agreement, arrangement, commitment, contract,
     indenture, instrument, lease or other obligation of any
     kind or character, or other obligation that is binding on
     any person or its capital stock, properties or business.

                    (g)  "Default" shall mean (i) any breach
     or violation of or default under any Contract, Order or
     Permit, (ii) any occurrence of any event that with the
     passage of time or the giving of notice or both would
     constitute a breach or violation of or default under any
     Contract, Order or Permit, or (iii) any occurrence of any
     event that with or without the passage of time or the
     giving of notice would give rise to a right to terminate
     or revoke, change the current terms of, or renegotiate,
     or to accelerate, increase, or impose any liability
     under, or create any Lien in connection with, any
<PAGE>

 
     Contract, Order or Permit.

                    (h)  "Environmental Claim" shall mean any
     investigation, notice of violation, demand, allegation,
     action, suit, Order, consent decree, penalty, fine, Lien,
     proceeding or claim (whether administrative, judicial or
     private in nature) arising: (i) pursuant to, or in
     connection with, an actual or alleged violation of any
     Environmental Law; (ii) in connection with any Hazardous
     Material or actual or alleged activity associated with
     any Hazardous Material; (iii) from any abatement,
     removal, remedial, corrective or other response action in
     connection with any Hazardous Material, Environmental Law
     or Order, or (iv) from any actual or alleged damage,
     injury, threat or harm to health, safety, natural
     resources or the environment.

                    (i)  "Environmental Law" shall mean any
     Law pertaining to:  (i) the protection of health, safety
     and the indoor or outdoor environment; (ii) the
     conservation, management or use of natural resources and
     wildlife; (iii) the protection or use of surface water
     and ground water; (iv) the management, manufacture,
     possession, presence, use, generation, transportation,
     treatment, storage, disposal, release, threatened
     release, abatement, removal, remediation or handling of,
     or exposure to, any Hazardous Material; or (v) pollution
     (including any release to air, land, surface water and
     ground water); and includes, without limitation, the
     Comprehensive Environmental Response, Compensation and
     Liability Act of 1980, as amended, 42 U.S.C. SECTION 9601 et
     seq., and the Solid Waste Disposal Act, as amended, 42
     U.S.C. SECTION 6901 et seq.

                    (j)  "ERISA Affiliate" shall mean any
     corporation or trade or business, whether or not
     incorporated, that together with an entity or any
     Subsidiary of such entity would be deemed a "single
     employer" within the meaning of Section 4001 of ERISA, or
     considered as being members of a controlled group of
     corporations, under common control, or members of an
     affiliated service group within the meaning of
     Subsections 414(b), (c), (m) or (o) of the Code or
     Section 4001(a)(14) of ERISA.

                    (k)  "Hazardous Material" shall mean any
     substance, chemical, compound, product, solid, gas,
     liquid, waste, by-product, pollutant, contaminant or
     material which is hazardous or toxic, and includes
     without limitation, asbestos or any substance containing
     asbestos, polychlorinated biphenyls, petroleum (including
     crude oil or any fraction thereof), and any hazardous or
     toxic waste, material or substance regulated under any
     Environmental Law.

                    (l)  "Law" shall mean any law, ordinance,
     regulation, rule, or statute or the U.S. Federal
     Government or any state or subdivision thereof applicable
     to a person or its properties, liabilities or business.
<PAGE>

 
                    (m)  "Lien" shall mean any conditional
     sale agreement, default of title, easement, encroachment,
     encumbrance, hypothecation, infringement, lien, mortgage,
     option, pledge, reservation, restriction, security
     interest, title retention or other security arrangement,
     or any adverse right or interest, charge, or claim of any
     nature whatsoever of, on, or with respect to any property
     or property interest.

                    (n)  "Litigation" shall mean any action,
     arbitration, cause of action, claim, complaint, criminal
     prosecution, demand letter, governmental or other
     administrative or other proceeding, whether at law or at
     equity, before or by any federal, state or foreign court,
     tribunal, or agency or before any arbitrator.

                    (o)  "Order" shall mean any administrative
     decision or award, decree, injunction, judgment, order,
     quasi-judicial decision or award, ruling, or writ of any
     federal, state, local or foreign or other court,
     arbitrator, mediator, tribunal, administrative agency or
     authority.

                    (p)  "Parent Material Adverse Effect"
     shall mean any adverse change in the assets, liabilities,
     financial condition, or results of operations of Parent
     or any of the Parent Subsidiaries which is material to
     Parent and the Parent Subsidiaries taken as a whole or
     any material adverse effect on the ability of Parent or
     Newco to perform its obligations under this Agreement or
     to consummate the transactions contemplated hereby.

                    (q)  "Parent Plans" shall mean the
     employee benefit plans, programs and arrangements
     maintained or contributed to by Parent or any Parent
     Subsidiary.

                    (r)  "Parent Properties" shall mean all
     parcels of real property owned by Parent or any Parent
     Subsidiary.

                    (s)  "Permit" shall mean any federal,
     state, local or foreign governmental approval,
     authorization, certificate, declaration, easement,
     filing, franchise, license, notice, permit, variance,
     clearance, exemption, closure or right to which any
     person is a party or that is or may be binding upon or
     inure to the benefit of any person or its securities,
     properties or business.

                    (t)  "Subsidiary" shall mean, when used
     with reference to any entity, any corporation a majority
     of the outstanding voting securities of which are owned
     directly or indirectly by such former entity.

                    (u)  "Date of this Agreement" and words of
     similar import (such as "date hereof") shall mean April
     29, 1996.
<PAGE>
               9.11  Obligation of Parent.  Whenever this
     Agreement requires Newco to take any action, such
     requirement shall be deemed to include an undertaking on
     the part of Parent to cause Newco to take such action and
     a guarantee of the performance thereof.

               9.12  Validity.  The invalidity or
     unenforceability of any provision of this Agreement shall
     not affect the validity or enforceability of any other
     provisions of this Agreement, each of which shall remain
     in full force and effect.

               9.13  Captions.  The Article, Section and
     paragraph captions herein are for convenience of
     reference only, do not constitute part of this Agreement
     and shall not be deemed to limit or otherwise affect any
     of the provisions hereof.


               IN WITNESS WHEREOF, the parties hereto have
     caused this Agreement to be executed by their respective
     duly authorized officers as of the date first above
     written.

     Attest:                       THE PAUL REVERE CORPORATION

     [seal]

     /s/ John H. Budd              By:/s/ Charles E. Soule      
                                      Name:  Charles E. Soule
                                      Title: President and Chief
                                              Executive Officer

     Attest:                       PROVIDENT COMPANIES, INC.

     [seal]

     /s/ Susan N. Roth             By:/s/ J. Harold Chandler    
                                      Name:  J. Harold Chandler
                                      Title: President

     Attest:                       PATRIOT ACQUISITION 
                                     CORPORATION
     [seal]

     /s/ Susan N. Roth             By:/s/ Thomas R. Watjen      
                                      Name:  Thomas R. Watjen
                                      Title: President