GIBSON C R CO INC, SC 14D9, 1995-09-19

GIBSON C R CO INC
SC 14D9, 1995-09-19
BLANKBOOKS, LOOSELEAF BINDERS & BOOKBINDG & RELATD WORK

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9

SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934

THE C.R. GIBSON COMPANY
(NAME OF SUBJECT COMPANY)

THE C.R. GIBSON COMPANY
(NAME OF PERSON(S) FILING STATEMENT)

COMMON STOCK, $0.10 PAR VALUE
(TITLE OF CLASS OF SECURITIES)

374762 10 2
(CUSIP NUMBER OF CLASS OF SECURITIES)

FRANK A. ROSENBERRY
PRESIDENT AND CHIEF EXECUTIVE OFFICER
THE C.R. GIBSON COMPANY
32 KNIGHT STREET
NORWALK, CONNECTICUT 06856
(203) 847-4543

(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICE AND COMMUNICATIONS
ON BEHALF OF THE PERSON(S) FILING STATEMENT)

COPY TO:

PAUL G. HUGHES, ESQ.
CUMMINGS & LOCKWOOD
FOUR STAMFORD PLAZA
P.O. BOX 120
STAMFORD, CONNECTICUT 06904
(203) 327-1700

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INTRODUCTION

This Solicitation/Recommendation Statement on Schedule 14D-9 relates to an
offer by Nelson Acquisition Corp., a Delaware corporation (the "Offeror"), a
wholly-owned subsidiary of Thomas Nelson, Inc., a Tennessee corporation (the
"Parent"), to purchase all of the outstanding shares of Common Stock, $0.10 par
value per share, of The C.R. Gibson Company, a Delaware corporation, made by
means of an Offer to Purchase dated September 19, 1995 (the "Offer to
Purchase").

ITEM 1. SECURITY AND SUBJECT COMPANY.

The name of the subject company is The C.R. Gibson Company, a Delaware
corporation (the "Company"). The address of the principal executive offices of
the Company is 32 Knight Street, Norwalk, Connecticut 06856. The title of the
class of equity securities to which this statement relates is the Common Stock,
$0.10 par value per share, of the Company (the "Shares").

ITEM 2. TENDER OFFER OF THE BIDDER.

This statement relates to the tender offer (the "Offer") disclosed in the
Schedule 14D-1 dated September 19, 1995 (the "Schedule 14D-1"), filed with the
Securities and Exchange Commission (the "Commission") by the Offeror and the
Parent, to purchase all outstanding Shares at $9.00 per Share (the "Offer
Price"), net to the seller in cash, without interest, upon the terms and subject
to the conditions set forth in the Offer to Purchase and the related Letter of
Transmittal attached as Exhibits (c)(12) and (c)(2), respectively, to the
Schedule 14D-1. The Schedule 14D-1 states that the address of the principal
executive offices of each of the Offeror and the Parent is Nelson Place at Elm
Hill Pike, P.O. Box 141000, Nashville, Tennessee 31214-1000.

ITEM 3. IDENTITY AND BACKGROUND.

(a) The name and business address of the Company, which is the person
filing this statement, are set forth in Item 1 above.

(b)(1) Certain contracts, agreements, arrangements and understandings
between the Company and certain of its executive officers, directors and
affiliates are described in the Sections entitled "Executive Compensation
Summary Compensation Table," "Director Compensation," "Other Compensation
Matters," "Stock Option Plan" and "Stock Option Transactions During the Last
Fiscal Year" on pages 7 through 10 of the Company's Proxy Statement dated April
14, 1995 for its 1995 Annual Meeting of Stockholders (the "Proxy Statement"). A
copy of pages 7 through 10 of the Proxy Statement is filed as Exhibit (c)(12)
hereof and the portions thereof referred to above are incorporated herein by
reference. The employment agreement between the Company and J. Ted Theriault
hereinafter referred to is substantially the same as the Employment Agreements
which are described in the Proxy Statement.

(b)(2) The Company, the Parent and the Offeror have entered into a Tender
Offer and Merger Agreement dated as of September 13, 1995, a copy of which is
filed herewith as Exhibit (c)(1) (the "Merger Agreement"), and certain
stockholders and directors of the Company, the Offeror and the Parent have
entered into related stock option agreements (collectively, the "Option
Agreements") copies of which are filed as Exhibits (c)(2) - (c)(11), each of
which is incorporated herein by reference.

THE MERGER AGREEMENT AND THE OPTION AGREEMENTS

The following summary of certain provisions of the Merger Agreement and the
Option Agreements is qualified in its entirety by reference to the full text of
the Merger Agreement and the Option Agreements.

THE MERGER AGREEMENT

The Offer; the Merger. The Merger Agreement provides for the Offeror to
make the Offer, which was announced by a joint press release of the Parent and
the Company on September 14, 1995.

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Pursuant to the Merger Agreement, as soon as practicable following the
consummation of the Offer and subject to all conditions to the Merger set forth
in the Merger Agreement being satisfied or waived in accordance with the terms
thereof, the Offeror will be merged (the "Merger") with and into the Company in
accordance with the Delaware General Corporation Law ("DGCL"). Following the
Merger, the separate corporate existence of the Offeror shall cease and the
Company shall continue as the corporation surviving the Merger (the "Surviving
Corporation") and shall succeed to and assume all of the rights and obligations
of the Offeror in accordance with the DGCL. The directors of the Offeror
immediately prior to the time of the Merger shall, upon consummation of the
Merger be the directors of the Surviving Corporation, together with such
additional directors as may thereafter be elected. The officers of the Company
immediately prior to the time of the Merger shall, upon consummation of the
Merger, be the officers of the Surviving Corporation together with such
additional officers as may thereafter be elected.

Conversion of Securities. On the date (the "Effective Date") and time (the
"Effective Time") that the Merger shall be effective, each Share issued and
outstanding immediately prior to the Effective Time (other than Shares held by
the Company as treasury Shares, Shares held by the Offeror or Parent or any
subsidiary thereof, and Shares held by Dissenting Stockholders (as defined
below)) shall, by virtue of the Merger and without further action on the part of
the holder thereof, be converted into the right to receive the highest price
paid per Share pursuant to the Offer in cash (the "Exchange Price"). Each share
of capital stock of the Offeror issued and outstanding immediately prior to the
Effective Time shall, by virtue of the Merger and without further action on the
part of the holder thereof, be converted into one share of common stock of the
Surviving Corporation.

Dissenting Shares. Shares which are held by holders who, in accordance
with Section 262 of the DGCL, properly exercise appraisal rights with respect
thereto ("Dissenting Stockholders") will not be exchangeable for payment of the
Exchange Price. Such Shares will entitle the holders thereof to receive payment
of the appraisal value of such Shares unless such holders fail to perfect or
withdraw or lose their right to appraisal and payment under the DGCL.

Stockholders Meeting. The Merger Agreement provides that, if required by
applicable law, the Company will call, as soon as practicable following
expiration of the Offer, a meeting of its stockholders to consider and to vote
upon the approval of the Merger and the Merger Agreement, or shall accept
written consents from stockholders of the Company for such purpose. The Merger
Agreement also provides that the Company, through its Board of Directors and
subject to the terms of the Merger Agreement, will recommend that the Company's
stockholders approve the Merger and the Merger Agreement and as reasonably
requested by the Parent shall use its best efforts to obtain such stockholder
approval. If a stockholders' meeting is required to be held, the Merger
Agreement provides that the Parent, the Offeror and any other subsidiary of the
Parent will vote all Shares owned by them in favor of the Merger and for
approval and adoption of the Merger Agreement.

Representations and Warranties. In the Merger Agreement, the Company has
made customary representations and warranties to the Offeror and the Parent,
including, but not limited to, representations and warranties relating to the
Company's organization and qualification, capitalization, its authority to enter
into the Merger Agreement and carry out the related transactions, filings made
by the Company with the Commission under the Securities Exchange Act of 1934
(the "Exchange Act")(including financial statements included in the documents
filed by the Company under the Exchange Act), required consents and approvals,
compliance with applicable laws, assets, properties, labor relations, employment
matters and employee benefit plans, environmental matters, intellectual property
matters, litigation, the payment of taxes and the absence of certain material
adverse changes or events.

The Offeror and the Parent have also made customary representations and
warranties to the Company, including, but not limited to, representations and
warranties relating to the Offeror's and the Parent's organization and
qualification, authority to enter into the Merger Agreement, the ability of the
Offeror and the Parent to consummate the Offer and the Merger and the
availability of sufficient funds to consummate the Offer.

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Covenants Relating to the Conduct of Business. The Company has generally
agreed that, prior to consummation of the Offer, unless otherwise approved in
writing by the Parent, it will, and will cause its subsidiaries to, (a) maintain
its books, records and accounts in accordance with generally accepted accounting
principles consistently applied, (b) comply in all material respects with all
laws applicable to the conduct of its business except where the failure so to
comply could not reasonably be expected to have a material adverse effect on the
business, results of operations, properties or financial condition of the
Company on a consolidated basis, (c) conduct its business only in the usual,
regular and customary course and in substantially the same manner as currently
being conducted, (d) duly and timely file required tax returns and related
documents and pay all taxes indicated by such returns to be due or otherwise
lawfully levied or assessed, (e) use reasonable efforts to keep current or
comparable insurance of the types currently maintained in force, (f) make all
payments and contributions to Employee Plans (as defined in the Merger
Agreement) on or before the due date thereof and (g) make all filings required
to be made with the Commission. The Company also agreed, among other things, to
take action to exempt the transactions contemplated by the Merger Agreement and
any business combination between the Company and the Parent from any applicable
state takeover law, to enforce certain confidentiality agreements and, prior to
consummation of the Offer, to modify and change its accrual and reserve policies
and practices so as to be applied consistently on a basis with those of the
Parent.

The Company has agreed that, except as contemplated by the Merger Agreement
or the Certificate of Merger or otherwise approved in writing by the Parent,
none of the Company or its subsidiaries will directly or indirectly do or agree
to do any of the following:

(a) propose or adopt any change to its certificate of incorporation or
bylaws (or equivalent documents);

(b) lease, sell, mortgage, subject to lien, pledge, assign, encumber,
swap or otherwise dispose of any of its assets, except (i) in the ordinary
course of business, and (ii) for adequate consideration, or enter into any
transaction that would have the practical effect of an acquisition by any
other person of a material interest in such assets;

(c) redeem, purchase, reclassify, retire or otherwise acquire any
shares of its capital stock, or any securities or obligations convertible
into or exchangeable for any shares of its capital stock;

(d) make any change in the number of the authorized, issued or
outstanding shares of capital stock or other equity security of it (other
than, with respect to the Company, pursuant to the exercise of options,
rights or similar securities outstanding as of the date of the Merger
Agreement), grant any option or commitment relating to its capital stock or
any security convertible into such capital stock or any security, the value
of which is measured by such capital stock, or any security subordinated to
the claims of general creditors, or issue, sell or retire any debt
obligations except in the ordinary course of business;

(e) declare, set aside or pay any dividend or other distribution in
respect of any shares of capital stock in liquidation or otherwise
(including, without limitation, any stock dividend or distribution) other
than dividends declared and paid by any of the Company's subsidiaries to
the Company and, with respect to the Company, other than regular quarterly
cash dividends in an amount not to exceed $0.04 per share in accordance
with past practices;

(f) incur any material direct or contingent liabilities or commitments
except in the ordinary course of business consistent with past practice;

(g) (i) merge or consolidate with any other corporation or other
entity; (ii) acquire any stock or other equity securities or interest in,
or purchase or otherwise acquire any assets of, any corporation or other
entity (except in the ordinary course of business); or (iii) effect any
reorganization or recapitalization;

(h) terminate, amend, modify, establish or enter into any employment
or severance contract or any Employee Plan or other employee benefit plan,
program or arrangement or fringe benefits; or enter into, commit to enter
into, renew or amend any employee severance agreement other than in the
ordinary course of business consistent with past practice, or grant any
material increases in the compensation or

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benefits to any director, officer or employee whose aggregate annual
remuneration exceeds $50,000; provided, however, that the Company may hire
employees reasonably necessary for the conduct of the business of the
Company and its subsidiaries as employees at will on terms substantially
similar to those of current employees performing comparable tasks and
having comparable responsibilities;

(i) enter into any new lines of business, engage or participate in any
material transaction other than in the ordinary course of business
(including, without limitation, acquiring material real or personal
property), or make any capital expenditures in excess of an aggregate of
$25,000 per month with respect to any project (including repairs, renewals
and replacements) provided that the aggregate expenditures with respect to
any individual project shall not exceed $250,000, except relocations as may
be necessary as a result of fire or other natural disaster and expenditures
from net insurance proceeds received with respect to damage to or the
destruction of any property to repair, renew or replace such property; or
enter into any new, or amend or modify any existing, material contract,
agreement, arrangement or commitment other than in the ordinary course of
business;

(j) other than as may be specifically required or permitted by the
Merger Agreement, authorize or make any material change in the (i) business
or operations, (ii) operational policies, activities or practices, (iii)
accounting policies, standards or practices, except as may be required by
changes in generally accepted accounting principles as concurred in by the
Company's independent auditors;

(k) except in the ordinary course of business, waive or release any
material right or other debt or claim; provided, however, that the Company
may take any such action if, within five business days after the Company
requests in writing that Parent consent to the taking of such action, the
Parent has approved such request in writing or has not responded in writing
to such request;

(l) amend, modify, terminate or fail to renew or preserve the business
organization, material rights, franchises, permits or licenses of the
Company and its subsidiaries;

(m) for any amount in excess of the sum of (i) $50,000, (ii) the
proceeds of any applicable insurance and (iii) any amounts reserved or
accrued by the Company with respect to any litigation or potential
litigation as of June 30, 1995, settle or otherwise take any action to
release or reduce any rights with respect to any litigation (whether by
counterclaim or otherwise) in which the Company or any of its subsidiaries
is or becomes a defendant; or

(n) enter into any agreement or obligation, the terms of which would
be violated by the consummation of the transactions contemplated by the
Merger Agreement, take any action which would make any of its
representations or warranties contained in the Merger Agreement untrue or
incorrect in any material respect if made or deemed to be made immediately
thereafter, or cause any of the conditions set forth in Article 8 of the
Merger Agreement not to be satisfied.

Acquisition Proposals. The Company has agreed in the Merger Agreement that
neither the Company nor its subsidiaries shall, and the Company shall direct and
use its best efforts to cause its and its subsidiaries' officers, directors,
employees, authorized agents and representatives (including, without limitation,
any investment banker, attorney or accountant retained by it or any of its
subsidiaries) not to, initiate, solicit or encourage, directly or indirectly,
any inquiries or the making or implementation of any proposal or offer
(including, without limitation, any proposal or offer to its stockholders, but
excluding the transaction contemplated by the Merger Agreement) with respect to
a merger, acquisition, consolidation, business combination, recapitalization,
liquidation or similar transaction involving the Company, or any purchase of a
significant amount of the assets of or more than 25% of any equity securities
of, the Company (an "Acquisition Proposal"), or engage or participate in any
negotiations concerning, or provide any confidential information or data to, or
have any discussions with, any person, entity or group relating to an
Acquisition Proposal, or otherwise facilitate any effort or attempt to make or
implement an Acquisition Proposal, and that it will immediately cease and cause
to be terminated any existing activities, discussions or negotiations with any
parties conducted theretofore with respect to any of the foregoing and will take
the necessary steps to inform such parties of the obligations undertaken in the
Merger Agreement. The Company will notify the Parent promptly if any such
inquiries or proposals are received by, any such information is requested from,
or

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any such negotiations or discussions are sought to be initiated or continued
with, it or its representatives, and will promptly communicate to the Parent the
terms of any proposal or inquiry it may receive; provided, however, that
provided none of the Company, its subsidiaries or representatives is otherwise
in violation of the provisions of the Merger Agreement relating to Acquisition
Proposals, the Board of Directors of the Company may furnish information to, or
enter into discussions or negotiations with, any person that makes an
unsolicited bona fide proposal in writing, not subject to any financing
contingency, to acquire the Company pursuant to a merger, consolidation, share
exchange, purchase of a substantial portion of the assets, business combination
or other similar transaction if, and only to the extent that (A) the Board of
Directors determines in good faith (based on a written opinion of the Company's
outside counsel) that such action is required for the Board of Directors to
comply with its fiduciary duties to stockholders imposed by law, (B) the Board
of Directors determines in good faith (based on the written opinion of a
financial adviser of nationally recognized reputation) that such transaction
would be more favorable to the Company's stockholders than the Offer, (C) prior
to or concurrently with furnishing such information to, or entering into such
discussions or negotiations with, such a person or entity, the Company provides
written notice to the Parent to the effect that it is furnishing information to,
or entering into discussions or negotiations with, such a person or entity, and
(D) the Company keeps the Parent informed of the status of any such discussions
or negotiations.

Options. The Merger Agreement provides that, subject to the rights of
certain officers of the Company under their respective Employment Agreements (as
hereinafter defined), as of the Effective Time, each option to purchase Shares
which is then outstanding and unexercised whether or not then exercisable
granted under the Company's 1988 Stock Option Plan for Key Employees or
otherwise will automatically by virtue of the Merger, and without any action on
the part of the holder thereof be converted into the right to receive a cash
payment in an amount equal to (i) the excess of the Exchange Price over the
exercise price per Share provided in such option multiplied by (ii) the number
of Shares subject to such option.

Indemnification. Pursuant to the Merger Agreement, the Parent agreed that
provisions for indemnification not materially less favorable than those now
existing in favor of the employees, agents, directors or officers of the Company
or any of its subsidiaries as provided in their respective certificate or
articles of incorporation or by-laws or pursuant to any agreement, shall survive
the Merger and shall continue in full force and effect with respect to acts or
omissions occurring prior to the Effective Time for a period of six years. In
the event of any claim or litigation giving rise to such indemnification, the
Parent has agreed to provide the indemnified party with reasonable access to and
the right to copy all documents and other information relating to the subject
matter of the litigation and will reasonably cooperate in the defense of such
litigation. The Parent also agreed pursuant to the terms of the Merger Agreement
to maintain for a period of two years directors' and officers' liability
insurance coverage maintained by the Company on the date of execution of the
Merger Agreement (or substantially equivalent coverage under substitute
policies) with respect to any claims arising out of any actions or omissions
prior to the Effective Time.

Employee Benefits. The Parent has agreed that continuing employees of the
Company and its subsidiaries following the consummation of the Merger will be
eligible to participate in employee benefit plans that are no less favorable in
the aggregate than those available to employees of Parent. For purposes of
eligibility to participate in and vesting in all benefits provided to continuing
employees, continuing employees of the Company and its subsidiaries will be
credited with their years of service with the Company and its subsidiaries.

Employment Agreements. The Merger Agreement provides that as of the
consummation of the Offer, the Parent shall assume and agree to perform the
Employment Agreements (collectively, the "Employment Agreements"), each dated
December 31, 1994, between the Company and each of Frank A. Rosenberry, the
Company's President and Chief Executive Officer, James M. Harrison, the
Company's Executive Vice President, Chief Operating Officer, Treasurer and
Secretary, and Willard D. Finch III, Steven P. Mack and J. Ted Theriault, each
of whom is a Vice-President of the Company, in the same manner and to the same
extent that the Company is then required to perform them.

Board Representation. The Merger Agreement provides that promptly upon the
purchase by Parent or any of its subsidiaries of such number of Shares as
represents at least a majority of the outstanding Shares and

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from time to time thereafter, the Parent shall be entitled to designate such
number of directors, rounded up to the next whole number, on the Company's Board
of Directors as will give the Parent, subject to compliance with Section 14(f)
of the Exchange Act, representation on the Board of Directors of the Company
equal to the product of the number of directors on the Board of Directors of the
Company and the percentage that such number of Shares so purchased bears to the
number of Shares outstanding. The Company has agreed, upon the request of the
Parent, to promptly increase the size of its Board of Directors and/or exercise
its best efforts to secure the resignations of such number of Directors as is
necessary to enable the Parent's designees to be elected to the Company's Board
of Directors.

Access to Books and Records; Confidentiality. The Company has agreed
pursuant to the Merger Agreement to give the Parent and its representatives
reasonable access to the Company's and its subsidiaries' books, records, reports
to regulatory authorities, offices and other facilities and to its and its
subsidiaries' employees, agents, attorneys and independent accountants, and to
comply with all reasonable requests for the furnishing of financial statements
and other information and documents, subject to limitations upon the disclosure
of certain matters imposed by law or as to which it has an obligation to it or
its subsidiaries' customers to maintain confidentiality.

The Merger Agreement provides that in the event the Merger Agreement is
terminated, the Parent shall return all nonpublic documents furnished to the
Parent pursuant to the Merger Agreement, will destroy all documents or portions
thereof prepared by the Parent that contain nonpublic information furnished by
the Company pursuant to the Merger Agreement and in any event, will hold all
nonpublic information received pursuant to the Merger Agreement in the same
degree of confidence with which it maintains its own like information unless or
until such information is or becomes a matter of public knowledge or is or
becomes known to the Parent through persons (other than the party providing such
information) having no obligation to maintain such information in confidence.

Conditions to Consummation of Offer. Pursuant to the terms of the Merger
Agreement, a condition to the recommendation by the Company's Board of Directors
of acceptance of the Offer to the stockholders is that it receive a letter from
Goldman, Sachs & Co. ("Goldman Sachs") dated the date of this Schedule 14D-9 to
the effect that the $9.00 per Share in cash to be received by the holders of the
Shares in the Offer and the Merger is fair to such holders. It is also a
condition to the obligations of the Parent, the Offeror and the Company to cause
the Merger to be consummated that the Offer has been consummated.

In addition, the Merger Agreement provides that the obligations of the
Parent and the Offeror to cause the Offer to be consummated is subject to the
satisfaction on or before the consummation thereof of the following conditions
except as the Parent may waive such conditions in writing:

(a) Not less than a majority of the sum of the outstanding Shares and
the options for Shares shall have been properly tendered and not withdrawn
pursuant to the Offer.

(b) The waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended (the "HSR Act") applicable to the
consummation of the Offer shall have expired or been terminated.

(c) None of the Parent, the Offeror or the Company shall be subject to
any order, decree or injunction of a court or governmental agency of
competent jurisdiction which enjoins or prohibits the consummation of the
transactions contemplated by the Merger Agreement or the exercise of
control by the Parent over the Company following the Offer.

(d) Any representations and warranties of the Company contained in the
Merger Agreement that are qualified as to materiality shall be true and
correct and any of the representations and warranties that are not so
qualified shall be true and correct in all material respects on and as of
the date of consummation of the Offer as if such representations and
warranties were made on and as of such date (except where such
representations and warranties are stated as of a specific date), and the
Company shall have performed in all material respects all agreements and
covenants required by the Merger Agreement to be performed by it on or
prior to such date, provided, however, that no representation and warranty
shall be deemed to have been breached and no covenant shall be deemed to
have been violated

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as a result of actions taken by the Company in accordance with the Merger
Agreement which relate to a modification or change in certain accounting
policies and reserves effected in accordance with the Merger Agreement.

(e) The Company shall have furnished to the Parent a certificate dated
as of the date of consummation of the Offer, signed by the Company's Chief
Executive Officer and Chief Financial Officer, to the effect that (i) to
the best knowledge of each of them, the representations and warranties of
the Company contained in the Merger Agreement are true and correct in all
material respects as of such date (except where such representations and
warranties are stated as of a specific date) and (ii) the Company has
performed in all material respects all agreements, covenants and
obligations hereunder required to be performed by it on or prior to such
date.

(f) There shall not have occurred (i) any general suspension of
trading in, or limitation on prices for, securities on the New York Stock
Exchange, (ii) a declaration of a banking moratorium or any suspension of
payments in respect of banks in the United States, or (iii) any material
limitation (whether or not mandatory) by any governmental authority on, or
any other event which might materially affect the extension of credit
generally by lending institutions.

(g) There shall have not occurred any material adverse change in the
business, financial condition, results of operations or properties of the
Company and the subsidiaries of the Company on a consolidated basis.

(h) (i) The Board of Directors of the Company shall not have withdrawn
or modified in a manner adverse to the Parent or the Offeror its approval
or recommendation of the Offer, the Merger or the Merger Agreement, or
approved or recommended any Acquisition Proposal (other than with Parent or
any of its affiliates), (ii) the Company shall not have entered into any
agreement with respect to any Acquisition Proposal (other than with Parent
or any of its affiliates) and (iii) the Board of Directors of the Company
or any committee thereof shall not have resolved to take any of the
foregoing actions.

Termination. The Merger Agreement provides that it may be terminated at
any time prior to the Effective Time, whether prior to or after approval by the
stockholders of the Company: (a) at any time prior to consummation of the Offer
by mutual written consent of the Parent and the Company; (b) at any time prior
to consummation of the Offer by either the Parent or the Company if: (i) there
shall have been a judicial or regulatory determination that any material
provision of the Merger Agreement or the Certificate of Merger is illegal,
invalid, or unenforceable (unless the illegal, invalid or unenforceable
provision is waived by the party whom such provision is intended to benefit); or
(ii) the Offer shall expire or have been terminated on or after March 31, 1996
without any Shares being purchased pursuant to the Offer, provided, however,
that the right to terminate the Merger Agreement under these circumstances shall
not be available to any party whose failure to fulfill any covenant of the
Merger Agreement has been the cause of, or resulted in, the failure of the Offer
to have been consummated on or prior to such date; (c) by the Parent: (i) in the
event any representation or warranty of the Company contained in the Merger
Agreement is or becomes materially inaccurate or any covenant or agreement of
the Company is materially breached by the Company prior to consummation of the
Offer, (ii) the Company fails to cure such inaccuracy or breach within 30 days
of its receipt of written notice thereof from the Parent and (iii) the Parent
provides the Company with a written notice of termination within 30 days after
the earlier of the expiration of such 30-day period or the date the Parent
receives a written notice from the Company stating that the Company is unable or
unwilling to cure such inaccuracy or breach; (d) by the Company if: (i) in the
event any representation or warranty of the Parent or the Offeror contained in
the Merger Agreement is or becomes materially inaccurate or any covenant or
agreement of the Parent or the Offeror is materially breached by the Parent or
the Offeror, (ii) the Parent or the Offeror fails to cure such inaccuracy or
breach within 30 days of its receipt of written notice thereof from the Company
and (iii) the Company provides the Parent or the Offeror with written notice of
termination within 30 days after the earlier of the expiration of such 30-day
period or the date the Company receives written notice from the Parent or the
Offeror stating that the Parent or the Offeror is unable or unwilling to cure
such inaccuracy or breach.

If the Merger Agreement is terminated in accordance with the foregoing
provisions, the Merger Agreement and the Certificate of Merger, if it shall have
been executed and delivered prior thereto, will

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become void and there will be no further liability on the part of the Offeror,
the Parent or the Company or their respective officers or directors, except for
the Company's obligations, under certain circumstances, to pay the Termination
Fee (as defined below) or to reimburse the Parent for certain expenses and
except for the confidentiality obligations of the parties, obligations regarding
the payment of the parties' fees and expenses, and liability arising out of the
breach of the Merger Agreement.

Fees and Expenses. The Merger Agreement provides that the costs and
expenses incurred by the parties in connection with the transactions
contemplated by the Merger Agreement and the Certificate of Merger will be borne
as follows: the Parent will bear all costs and expenses incurred by it and the
Offeror, including, without limitation, the preparation and filing and
prosecution of all applications for regulatory approvals and the cost of
printing and filing the Offer documents and any proxy or information statement
required under the Merger Agreement; the Company will bear all costs and
expenses incurred by it including, without limitation, costs and expenses
relating to the calling and holding of a meeting of its stockholders, if
required and any securities filings and regulatory applications. The Company has
agreed in the Merger Agreement that, in the event that (i) any person (other
than the Parent or any of its affiliates) shall have become, prior to the
termination of the Merger Agreement, the beneficial owner of 50% or more of the
outstanding Shares, (ii) the Offer shall have expired at a time when less than a
majority of the sum of the outstanding Shares and options for Shares shall have
been properly tendered and not withdrawn pursuant to the Offer and at any time
on or prior to one year after the expiration of the Offer any person (other than
the Parent or any of its affiliates) shall acquire beneficial ownership of 50%
or more of the outstanding Shares or shall consummate an Acquisition Proposal,
or (iii) at any time prior to the termination of the Merger Agreement, any
person (other than the Parent or any of its affiliates) shall publicly announce
any Acquisition Proposal and, at any time on or prior to one year after the date
of the termination of the Merger Agreement, shall become the beneficial owner of
50% or more of the outstanding Shares or shall consummate an Acquisition
Proposal, then the Company shall, promptly, but in no event later than two
business days after the first of such events to occur, pay the Parent the sum of
$3.0 million (the "Termination Fee") and the documented out-of-pocket fees and
expenses incurred or paid by or on behalf of the Parent in connection with the
Offer, the Merger or the consummation of any transactions contemplated by the
Merger Agreement including, without limitation, all legal, investment banking,
printing, depositary and related fees and expenses (the "Parent's Expenses");
provided, however, that the amount of the Parent's Expenses to be paid shall not
exceed $500,000. In the event that the Board of Directors of the Company
modifies or amends its recommendation of the Offer in a manner adverse to the
Parent or withdraws its recommendation of the Offer, or resolves to do any of
the foregoing, or fails to reject any Acquisition Proposal within 10 business
days after receipt by the Company or public announcement thereof, then the
Company will be obligated to pay Parent's Expenses (up to $500,000) within five
business days of the submission of statements therefor. If the Company fails to
pay any of the amounts discussed above when due, and the Parent commences a suit
which results in a judgment against the Company for the Termination Fee, the
Company shall pay the Parent its costs and expenses in connection with such
suit, together with interest on the amount of the fee at the rate of 10% per
annum.

Amendment. The Company, the Parent and the Offeror may amend, modify or
supplement the Merger Agreement in whole or in part before or after approval of
the Merger Agreement by the stockholders of the Company; provided that any
amendment after such stockholder approval will be subject to further approval of
such stockholders if such further approval is required under Delaware law;
provided, further, that any amendment of the Merger Agreement after consummation
of the Offer which would decrease the Exchange Price or impose additional
conditions on the obligations of the Parent or the Offeror will become effective
only if approved by the holders of a majority of the Shares then outstanding not
owned by the Parent, the Offeror or any of their subsidiaries.

THE OPTION AGREEMENTS

Tender of the Shares and Stock Option. Concurrently with the execution of
the Merger Agreement, the Parent and the Offeror entered into separate Option
Agreements with certain holders of Shares, including certain members of the
Company's Board of Directors (collectively, the "Selling Stockholders"),
granting options to the Offeror to purchase the Shares held by the Selling
Stockholders (collectively, the "Subject

8
<PAGE> 10

Shares"). The Selling Stockholders have agreed to tender to the Offeror all of
the Subject Shares pursuant to the Offer and not to withdraw any Subject Shares
tendered into the Offer. The Selling Stockholders also have granted to the
Offeror an option (the "Stock Option") to purchase all of the Subject Shares at
a purchase price equal to the greatest of the Offer Price, the price per Share
paid in the Offer or the price paid in any transaction in which any person or
entity shall become the beneficial owner of 50% or more of the Shares,
exercisable at any time beginning on the final business day before consummation
of the Offer and ending on the earlier of the date of consummation of the Offer
or the date of termination of the Merger Agreement pursuant to its terms. In the
case of certain Selling Stockholders, the obligation to sell Subject Shares to
the Offeror is subject to certain rights of first refusal granted by such
Selling Stockholders pursuant to a Stockholders Agreement between the Company
and certain of its stockholders. In the event that such rights of first refusal
are exercised by any of the beneficiaries thereof, the Selling Stockholders who
are also beneficiaries of such rights of first refusal have agreed to exercise
such rights of first refusal to the fullest extent they are permitted to, and
any Shares so acquired will thereafter be deemed Subject Shares.

Conditions to Delivery of the Shares. Each Option Agreement provides that
the obligation of the Selling Stockholder to deliver the Subject Shares upon any
exercise of the Stock Option is required only if (i) such purchase would not
otherwise violate or cause the violation of, any applicable law or regulations
(including the HSR Act and the Exchange Act, and the rules and regulations
thereunder, or the rules of the New York Stock Exchange or the American Stock
Exchange), (ii) no statute, rule, regulation, decree, order or injunction shall
have been promulgated, enacted, entered into or enforced by any governmental
agency or authority or court which prohibits delivery of the Subject Shares,
whether temporary, preliminary or permanent (provided, however, that the parties
to the Option Agreements shall use their reasonable efforts to have such order,
decree or injunction vacated or reversed) and (iii) there has been no material
breach of the Merger Agreement by the Offeror or the Parent.

Representations and Warranties. Each Option Agreement contains various
customary representations and warranties by the Selling Stockholder, including
those relating to (i) title to the Subject Shares being sold and (ii) authority
to execute, deliver and perform the Option Agreement. The Option Agreement also
contains various customary representations and warranties by the Parent and the
Offeror, including those relating to the authority to execute, deliver and
perform the Option Agreement, among others.

Voting Agreement and Proxy. Each Option Agreement provides that, during
the time the Option Agreement is in effect, representatives of the Offeror will
be irrevocably appointed the proxy of the Selling Stockholder to vote all of the
Subject Shares on matters relating to (i) the Merger, (ii) any action or
agreement that would impede, interfere with or attempt to discourage the Offer
or the Merger, or would result in a breach in any material respect of any
covenant, representation or warranty or any other obligation of the Company
under the Merger Agreement or (iii) any other material change in the corporate
structure or business of the Company.

Sale of the Subject Shares by the Selling Stockholders. The Option
Agreement provides that the Selling Stockholders shall not sell or otherwise
dispose of the Subject Shares during the term of the Option Agreement except for
transfers to family members, trusts for the benefit of the Selling Stockholder
or family members or in connection with estate planning but only if the
transferee of such Subject Shares agrees in writing to be bound by the
provisions of the Option Agreement with respect to such Subject Shares.

Termination Date. The Option Agreement will terminate upon the earliest of
(a) the date on which the Parent, the Offeror and the Selling Stockholder
mutually consent to terminate the Option Agreement in writing, (b) the
successful consummation of the Offer and (c) prior to the successful
consummation of the Offer, the termination of the Merger Agreement pursuant to
its terms.

ITEM 4. THE SOLICITATION OR RECOMMENDATION.

(a) At a special meeting on September 13, 1995, the Board of Directors
unanimously (i) approved the Merger Agreement and the transactions contemplated
thereby, (ii) determined that each of the Offer and the Merger is fair to, and
in the best interests of, the stockholders of the Company and (iii) resolved to
recommend that the stockholders approve the Merger and approve and adopt the
Merger Agreement. THE

9
<PAGE> 11

BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT ALL HOLDERS OF SHARES ACCEPT THE
OFFER AND TENDER THEIR SHARES PURSUANT TO THE OFFER.

(b) The reasons for the recommendation contained in paragraph (a) of this
Item 4 are presented below.

BACKGROUND OF THE OFFER

As a result of numerous factors, including the Company's recent financial
results, increasing competition in the industry in which the Company's business
is conducted and the anticipated capital and other needs for continued growth
and success, the Board of Directors of the Company in the first quarter of 1995
began actively studying the current and future state of the markets for paper
gift and stationery products. The Board of Directors has also been actively
studying the Company's strategic position, near and long-term prospects and the
possibility that the Company should conduct a systematic review of its strategic
alternatives, including alternatives to remaining an independent company, in
order to maximize stockholder value.

During the first quarter of 1995 representatives of the Company at the
direction of the Board of Directors solicited Goldman Sachs to assist the
Company with its analysis and consideration of various financial alternatives.
As of April 17, 1995 Goldman Sachs was engaged in this regard. On April 18,
1995, the Board of Directors of the Company reviewed, and discussed with Goldman
Sachs, various strategic alternatives that might be available to the Company.

At a meeting on May 9, 1995, the Board of Directors of the Company
authorized retaining Goldman Sachs as the Company's financial advisor to assist
the Board of Directors of the Company as it studied strategic alternatives with
a view to maximizing stockholder value and directed the Executive Committee to
determine when and if this process should commence. Goldman Sachs was
subsequently engaged by the Company as financial advisor in connection with the
possible sale of all or a portion of the Company. This engagement superseded the
Company's April 17, 1995 arrangement with Goldman Sachs. On May 24, 1995, the
Company publicly announced that it had retained Goldman Sachs to explore
strategic alternatives for the purpose of maximizing stockholder value.

After the public announcement that Goldman Sachs had been retained, the
Board of Directors of the Company, management of the Company and Goldman Sachs
prepared a list of companies which might be potentially interested in pursuing a
strategic transaction with the Company. During the period from early June
through early July 1995, the Board of Directors of the Company authorized
Goldman Sachs to contact those companies on a confidential basis to assess their
interest. During that period, a number of unsolicited inquiries with respect to
the Company were received. Of the companies contacted and unsolicited inquiries
received, numerous companies signed confidentiality agreements with the Company
and were provided with a memorandum containing information with respect to the
Company. The Parent participated in this process and entered into a
confidentiality agreement with the Company on June 19, 1995.

After having reviewed such information, potentially interested parties
could, if they so desired (although no determination had been made to sell the
Company), make a preliminary indication of interest with respect to possibly
acquiring the Company. Several of the companies that received the information
memorandum (including the Parent) each contacted the Company to indicate a
preliminary interest in continuing discussions with the Company. At a meeting on
July 14, 1995, the Board of Directors of the Company reviewed and discussed
those indications of preliminary interest with its legal and financial advisors.
The Board of Directors of the Company authorized continued discussions with
certain of those companies, including the Parent, in furtherance of the ongoing
process. Arrangements were made for most of those companies, including the
Parent, to conduct additional due diligence. That due diligence was conducted
during the period from mid-July to early September.

Goldman Sachs contacted each of the companies who had confirmed its
interest in pursuing a strategic transaction with the Company after conducting
due diligence. At the direction of the Company, Goldman Sachs issued guidelines
for submitting proposals. Such proposals were required to be submitted by
September 6, 1995. On September 6, 1995, the Company received bids, one of which
was from the Parent. Those bids contained various differing terms and
conditions.

10
<PAGE> 12

At a meeting held on September 7 and 8, 1995, the terms and conditions of
the bids were reviewed by the Board of Directors of the Company and discussed
with the Company's legal and financial advisors. At that meeting, Goldman Sachs
delivered a presentation to the Board of Directors of the Company, discussing,
among other things, the process so far undertaken, the respective terms and
conditions of the bids and Goldman Sachs' valuation analysis. The Board of
Directors of the Company then authorized the Company's legal and financial
advisors to engage in further discussions and negotiate with the Parent and its
representatives toward a definitive agreement. Following such meeting, the
Company's financial advisors contacted the financial advisors for the Parent to
discuss certain terms of the Parent's proposal. Based on these communications,
the Parent stated through its representatives that it would agree to increase
the price to be offered by the Parent in the Offer to $9.50 per Share.
Subsequent negotiations occurred relating to a variety of significant terms of
the proposed agreement, including the representations and warranties requested
of the Company therein, the terms of the Termination Fee, the covenant of the
Company relating to alternative Acquisition Proposals and issues relating to
employment benefits, and resulted in a variety of changes to the proposed merger
agreement. During the negotiations, the Parent indicated that it would be unable
to proceed with a transaction without additional due diligence. At the
conclusion of such due diligence, senior management of the Parent telephoned
senior management of the Company on September 12, 1995 to express the Parent's
reluctance to proceed with the Offer at a per Share price of $9.50. During that
conversation, the Parent agreed to proceed with the Offer at $9.00 per Share in
cash. Through September 13, 1995, representatives of the Company and the
Company's legal and financial advisors negotiated with the Parent over both the
financial and non-financial terms and conditions of the Parent's proposal.
During that period, the Board of Directors of the Company held meetings during
which it reviewed the status of such negotiations.

The Board of Directors of the Company held a meeting on September 13, 1995
to review the terms and conditions of the proposed transaction and the Merger
Agreement in its final form and to discuss the proposed transaction and the
Merger Agreement with the Company's legal and financial advisors. At that
meeting, the Board of Directors of the Company unanimously approved the proposal
of the Parent. The factors taken into account by the Board of Directors of the
Company in making its decision are described below under "Recommendation of the
Board of Directors; Fairness of the Offer and the Merger."

RECOMMENDATION OF THE BOARD OF DIRECTORS; FAIRNESS OF THE OFFER AND THE
MERGER

In approving the Merger Agreement and the transactions contemplated thereby
and recommending that all holders of Shares tender their Shares pursuant to the
Offer, the Board of Directors considered a number of factors including:

(i) the terms of the Merger Agreement;

(ii) presentations by management of the Company (at such meeting and
at previous Board of Directors' meetings) regarding the financial
condition, results of operations, business and prospects of the Company,
including the prospects if the Company were to remain independent;

(iii) a review of the possible alternatives to the Offer and the
Merger, including the possibility of the Company's remaining independent or
engaging in a transaction with another bidder and the possible value to the
Company's stockholders of such alternatives;

(iv) the process and the results thereof undertaken to identify and
solicit proposals from third parties to enter into a strategic transaction
with the Company;

(v) the trading price of the Shares over the last five years and that
the $9.00 per Share Offer price represents a premium of approximately 44%
over the closing sales price for the Shares on the American Stock Exchange
on May 24, 1995, the last full trading day prior to the time of the public
announcement of the retention by the Company of Goldman Sachs;

(vi) the opinion of Goldman Sachs on September 13, 1995 that the $9.00
per Share in cash to be received by the holders of the Shares in the Offer
and the Merger is fair to such holders. A copy of the written opinion of
Goldman Sachs dated the date hereof, which sets forth the assumptions made,

11
<PAGE> 13

procedures followed, matters considered and limits of their review, is
filed as Exhibit (a)(1) hereto and incorporated herein by reference. THE
FULL TEXT OF SUCH OPINION SHOULD BE READ IN CONJUNCTION WITH THIS SCHEDULE
14D-9.

(vii) the termination provisions of the Merger Agreement, which were a
condition to the Parent's proposal, providing that the Parent could be
entitled to (x) a Termination Fee of $3.0 million and (y) an additional
amount of up to $500,000 to cover the Parent's Expenses, upon the
termination of the Merger Agreement under certain circumstances, including
the modification or withdrawal of the Board of Directors' recommendation
with respect to the Offer and the Merger in the presence of an Acquisition
Proposal for the Company; and

(viii) the representation of the Parent and the Offeror that they have
sufficient funds available to them to consummate the Offer and the Merger.

The Board of Directors did not assign relative weights to the factors or
determine that any factor was of particular importance. Rather, the Board of
Directors viewed its position and recommendations as being based on the totality
of the information presented to and considered by it.

It is expected that if the Shares are not accepted for payment by the
Offeror in the Offer, the Company's current management, under the general
direction of the Board of Directors of the Company, will continue to manage the
Company as an ongoing business. However, the Board of Directors of the Company
may, under such circumstances, explore other possible methods of maximizing
value for the Company's stockholders.

ITEM 5. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.

Goldman Sachs has been retained by the Company to act as financial advisor
to the Company to provide financial advisory services in connection with the
evaluation and pursuit of possible strategic alternatives with respect to the
Company. Pursuant to a letter agreement, dated May 9, 1995, between the Company
and Goldman Sachs, if the Offer and the Merger are consummated, the Company will
pay Goldman Sachs for its services in connection with the foregoing matters, a
fee of approximately $1.75 million, which amount represents 2% of the aggregate
consideration (as defined in the letter agreement) to be paid upon the
consummation of the Offer and the Merger. The Company has also agreed to
reimburse Goldman Sachs for its reasonable out-of-pocket expenses, including the
fees and disbursements of its attorneys, plus any sales, use or similar taxes,
whether or not any transaction is consummated, and to indemnify Goldman Sachs
and certain related persons against certain liabilities in connection with their
engagement, including certain liabilities arising under the federal securities
laws.

ITEM 6. RECENT TRANSACTIONS AND INTENT WITH RESPECT TO SECURITIES.

(a) Except for the repurchase by the Company of 200 Shares of restricted
stock from an employee for $8.875 per Share, the delivery by the Company of
Shares upon exercise of options under the Company's 1988 Stock Option Plan for
Key Employees, the transfer by Robert G. Bowman and Rudolph Eberstadt, Jr. of
50,000 and 52,083 Shares, respectively, to charitable remainder unitrusts and
the donation by John G. Russell of an aggregate of 13,610 Shares to non-profit
educational institutions, no transactions in the Shares have been effected
during the past 60 days by the Company or, to the best of the Company's
knowledge, by any executive officer, director, affiliate or subsidiary of the
Company, except for the execution of the Option Agreements.

(b) To the best of the Company's knowledge, to the extent permitted by
applicable securities laws, rules or regulations, except for (i) Shares the sale
of which may result in liability for the holder(s) under Section 16(b) of the
Exchange Act, and (ii) Shares which are subject to restrictions on transfer,
each executive officer, director and affiliate of the Company currently intends
to tender pursuant to the Offer or, in the case of certain directors and
affiliates of the Company, the Option Agreements, all Shares over which he or
she has sole dispositive power.

12
<PAGE> 14

ITEM 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE SUBJECT COMPANY.

(a) Except as set forth in Items 3(b) and 4(b), the Company is not engaged
in any negotiation in response to the Offer which relates to or would result in
(i) an extraordinary transaction, such as a merger or reorganization, involving
the Company or any subsidiary of the Company; (ii) a purchase, sale or transfer
of a material amount of assets by the Company or any subsidiary of the Company;
(iii) a tender offer for or other acquisition of securities by or of the
Company; or (iv) any material change in the present capitalization or dividend
policy of the Company.

(b) Except as described in Item 3(b), there are no transactions, Board of
Directors' resolutions, agreements in principle or signed contracts in response
to the Offer that relate to or would result in one or more of the events
referred to in Item 7(a) above.

ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.

None.

ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.

Exhibit (a)(1) -- Fairness Opinion of Goldman, Sachs & Co. dated September
19, 1995.

Exhibit (a)(2) -- Form of Letter to Stockholders of the Company dated
September 19, 1995.

Exhibit (a)(3) -- Press Release dated September 14, 1995.*

Exhibit (c)(1) -- Copy of the Tender Offer and Merger Agreement, dated as
of September 13, 1995, by and among Thomas Nelson, Inc.,
Nelson Acquisition Corp. and The C. R. Gibson Company.*

Exhibit (c)(2) -- Stock Option Agreement, dated as of September 13, 1995,
among Parent, Offeror and Overseas Private Investor
Partners.*

Exhibit (c)(3) -- Stock Option Agreement, dated as of September 13, 1995,
among Parent, Offeror and John G. Russell.*

Exhibit (c)(4) -- Stock Option Agreement, dated as of September 13, 1995,
among Parent, Offeror and Robert G. Bowman.*

Exhibit (c)(5) -- Stock Option Agreement, dated as of September 13, 1995,
among Parent, Offeror and James M. Harrison.*

Exhibit (c)(6) -- Stock Option Agreement, dated as of September 13, 1995,
among Parent, Offeror and Frank A. Rosenberry.*

Exhibit (c)(7) -- Stock Option Agreement, dated as of September 13, 1995,
among Parent, Offeror and Willard J. Overlock.*

Exhibit (c)(8) -- Stock Option Agreement, dated as of September 13, 1995,
among Parent, Offeror and Rudolf Eberstadt, Jr.*

Exhibit (c)(9) -- Stock Option Agreement, dated as of September 13, 1995,
among Parent, Offeror and Rudolf Eberstadt Charitable
Remainder Unitrust.*

Exhibit (c)(10) -- Stock Option Agreement, dated as of September 13, 1995,
among Parent, Offeror and Overseas Equity Investor
Partners.*

Exhibit (c)(11) -- Stock Option Agreement, dated as of September 13, 1995,
among Parent, Offeror and Bradford Venture Partners,
L.P.*

Exhibit (c)(12) -- Pages 7 through 10 of the Company's Proxy Statement
dated April 14, 1995.
---------------
* Not included in copies mailed to stockholders.

13
<PAGE> 15

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

THE C.R. GIBSON COMPANY

By: /s/ JAMES M. HARRISON

------------------------------------
James M. Harrison
Executive Vice President and Chief
Operating Officer

Dated: September 19, 1995

14
<PAGE> 16

EXHIBIT INDEX

<TABLE>
<S> <C> <C>
Exhibit (a)(1) -- Fairness Opinion of Goldman, Sachs & Co. dated September 19, 1995.
Exhibit (a)(2) -- Form of Letter to Stockholders of the Company dated September 19, 1995.
Exhibit (a)(3) -- Press Release dated September 14, 1995.*
Exhibit (c)(1) -- Copy of the Tender Offer and Merger Agreement, dated as of September
13, 1995, by and among Thomas Nelson, Inc., Nelson Acquisition Corp.
and The C.R. Gibson Company.*
Exhibit (c)(2) -- Stock Option Agreement, dated as of September 13, 1995, among Parent,
Offeror and Overseas Private Investor Partners.*
Exhibit (c)(3) -- Stock Option Agreement, dated as of September 13, 1995, among Parent,
Offeror and John G. Russell.*
Exhibit (c)(4) -- Stock Option Agreement, dated as of September 13, 1995, among Parent,
Offeror and Robert G. Bowman.*
Exhibit (c)(5) -- Stock Option Agreement, dated as of September 13, 1995, among Parent,
Offeror and James M. Harrison.*
Exhibit (c)(6) -- Stock Option Agreement, dated as of September 13, 1995, among Parent,
Offeror and Frank A. Rosenberry.*
Exhibit (c)(7) -- Stock Option Agreement, dated as of September 13, 1995, among Parent,
Offeror and Willard J. Overlock.*
Exhibit (c)(8) -- Stock Option Agreement, dated as of September 13, 1995, among Parent,
Offeror and Rudolf Eberstadt, Jr.*
Exhibit (c)(9) -- Stock Option Agreement, dated as of September 13, 1995, among Parent,
Offeror and Rudolf Eberstadt Charitable Remainder Unitrust.*
Exhibit (c)(10) -- Stock Option Agreement, dated as of September 13, 1995, among Parent,
Offeror and Overseas Equity Investor Partners.*
Exhibit (c)(11) -- Stock Option Agreement, dated as of September 13, 1995, among Parent,
Offeror and Bradford Venture Partners, L.P.*
Exhibit (c)(12) -- Pages 7 through 10 of the Company's Proxy Statement dated April 14,
1995.
</TABLE>

---------------
* Not included in copies mailed to stockholders.

<PAGE> 1

EXHIBIT (a)(1)

September 19, 1995

Board of Directors
The C.R. Gibson Company
32 Knight Street
Norwalk, CT 06856

Gentlemen and Mesdames:

You have requested our opinion as to the fairness to the holders of the
outstanding shares of Common Stock, par value $0.10 per share (the "Shares"), of
The C.R. Gibson Company (the "Company") of the $9.00 per Share in cash to be
received by such holders pursuant to the Tender Offer and Merger Agreement dated
as of September 13, 1995 among Thomas Nelson, Inc. ("Thomas Nelson"), Nelson
Acquisition Corp., a wholly-owned subsidiary of Thomas Nelson, and the Company
(the "Agreement").

The Agreement provides for a tender offer for all of the Shares (the
"Tender Offer") pursuant to which Nelson Acquisition Corp. will pay $9.00 per
Share in cash for each Share accepted. The Agreement further provides that
following completion of the Tender Offer, Nelson Acquisition Corp. will be
merged into the Company (the "Merger") and each outstanding Share (other than
Shares already owned by Thomas Nelson or Nelson Acquisition Corp.) will be
converted into the right to receive $9.00 in cash.

Goldman, Sachs & Co., as part of its investment banking business, is
continually engaged in the valuation of businesses and their securities in
connection with mergers and acquisitions, negotiated underwritings, competitive
biddings, secondary distributions of listed and unlisted securities, private
placements and valuations for estate, corporate and other purposes. We are
familiar with the Company having provided certain investment banking services to
the Company from time to time and having acted as its financial advisor in
connection with, and having participated in certain of the negotiations leading
to, the Agreement.

In connection with this opinion, we have reviewed, among other things, the
Agreement; the Offer to Purchase; Annual Reports to Stockholders and Annual
Reports on Form 10-K of the Company for the five years ended December 31, 1994;
certain interim reports to stockholders and Quarterly Reports on Form 10-Q;
certain other communications from the Company to its stockholders; and certain
internal financial analyses and forecasts for the Company prepared by its
management. We also have held discussions with members of the senior management
of the Company regarding its past and current business operations, financial
condition and future prospects. In addition, we have reviewed the reported price
and trading activity for the Shares, compared certain financial and stock market
information for the Company with similar information for certain other companies
the securities of which are publicly traded, reviewed the financial terms of
certain recent business combinations in the printed paper products industry
specifically and in other industries generally and performed such other studies
and analyses as we considered appropriate.

We have relied without independent verification upon the accuracy and
completeness of all of the financial and other information reviewed by us for
purposes of this opinion. In addition, we have not made an independent
evaluation or appraisal of the assets and liabilities of the Company or any of
its subsidiaries and we have not been furnished with any such evaluation or
appraisal.

Based upon the foregoing and such other matters as we consider relevant, it
is our opinion that as of the date hereof the $9.00 per Share in cash to be
received by the holders of Shares in the Tender Offer and the Merger is fair to
such holders.

Very truly yours,

GOLDMAN, SACHS & CO.

<PAGE> 1

EXHIBIT (a)(2)

September 19, 1995

To Our Stockholders:

I am pleased to inform you that on September 13, 1995, The C.R. Gibson
Company entered into a Tender Offer and Merger Agreement with Thomas Nelson,
Inc. and Nelson Acquisition Corp., a wholly-owned subsidiary of Thomas Nelson,
pursuant to which Nelson Acquisition has commenced a cash tender offer to
purchase all of the outstanding shares of C.R. Gibson Common Stock for $9.00 per
share in cash. Under the Agreement, the Offer will be followed by a Merger in
which any remaining shares of C.R. Gibson Common Stock will be converted into
the right to receive the highest price paid per share of C.R. Gibson Common
Stock pursuant to the Offer in cash, without interest.

Your Board of Directors has unanimously determined that the Offer and the
Merger are fair to, and in the best interests of, the Company and its
stockholders, has approved the Offer and the Merger and unanimously recommends
that the C.R. Gibson stockholders accept the Offer and tender their Shares of
C.R. Gibson Common Stock pursuant to the Offer. Having reviewed the best course
for our Company, we are enthusiastic about the prospect of further expanding the
C.R. Gibson business as part of Thomas Nelson.

In arriving at its recommendation, the Board of Directors gave careful
consideration to a number of factors described in the attached Schedule 14D-9
that is being filed today with the Securities and Exchange Commission,
including, among other things, the opinion of Goldman, Sachs & Co., C.R.
Gibson's financial advisor, that the $9.00 per Share in cash to be received by
the holders of C.R. Gibson Common Stock in the Offer and the Merger is fair to
such holders. The reference to the opinion of Goldman, Sachs & Co. is qualified
by the text of such opinion attached as Exhibit (a)(1) to the attached Schedule
14D-9, which is incorporated by reference herein and should be read in its
entirety.

In addition to the attached Schedule 14D-9 relating to the Offer, enclosed
is the Offer to Purchase dated September 19, 1995 of Nelson Acquisition Corp.,
together with related materials, including a Letter of Transmittal to be used
for tendering your shares of C.R. Gibson Common Stock. These documents set forth
the terms and conditions of the Offer and the Merger and provide instructions as
to how to tender your shares. I urge you to read the enclosed material
carefully.

Sincerely,

FRANK A. ROSENBERRY
President and Chief Executive Officer

<PAGE> 1

EXHIBIT (a)(3)

September 14, 1995

Contact: Joe L. Powers, Executive Vice President and Secretary,
Thomas Nelson, Inc.
(615) 889-9000, ext. 1300

James M. Harrison, Executive Vice President and
Secretary, The C.R. Gibson Company
(203) 847-4543, ext. 206

THOMAS NELSON, INC.
TO ACQUIRE THE C.R. GIBSON COMPANY
IN CASH TRANSACTION VALUED AT $67 MILLION

NASHVILLE, Tennessee (September 14, 1995) -- Thomas Nelson, Inc. (NYSE:TNM) and
The C.R. Gibson Company (AMEX:GIB) today announced that Thomas Nelson has signed
a definitive agreement to acquire all of the outstanding shares of C.R. Gibson
in a cash transaction valued at approximately $67 million.

Thomas Nelson will make a cash tender offer of $9.00 per share, pursuant to
the agreement that has been unanimously approved by C.R. Gibson's Board of
Directors. The tender offer will commence as soon as practicable.

C.R. Gibson, headquartered in Norwalk, Connecticut, was founded in 1870.
The company presently manufactures and markets a wide range of paper gift and
stationery products, primarily under the C.R. Gibson(R), Creative Papers(R) and
Clinton Prints(R) brand names. Products include baby and wedding memory books,
stationery, giftwrap, greeting cards and paper tableware. For the year ended
December 31, 1994, C.R. Gibson reported net revenues of $67.5 million.

Sam Moore, Thomas Nelson's Chairman and President, said, "C.R. Gibson is a
well-established leader in the gift product industry. This acquisition is
another important achievement for Thomas Nelson and will result in a significant
increase in the product offerings and distribution channels for our growing gift
division. As a result of the acquisition, our publishing, music and gift
divisions will be approximately equal in size. C.R. Gibson is an excellent fit
with Thomas Nelson and we believe the integration of our businesses will allow
the combined entities to expand the product offerings of gift and gift-related
products to our customers. We are excited about the opportunities provided by
this acquisition."

Frank Rosenberry, President and Chief Executive Officer of C.R. Gibson,
said, "We are pleased that C.R. Gibson will become part of the Thomas Nelson
family and we believe this transaction, which has been unanimously approved by
our Board of Directors, represents a fair offer to our stockholders and an
opportunity for our employees to continue to be a part of a growing
organization. Thomas Nelson has given C.R. Gibson's management a strong mandate
to continue to grow and expand. Our companies complement each other in many ways
and we will both be able to offer customers significant new benefits and
features."

Thomas Nelson, Inc. is a leading publisher, producer and distributor of
books and recorded music emphasizing Christian, inspirational and family value
themes, and believes it is the largest commercial publisher of the Bible in
English language translations. The Company also designs and markets a broad line
of gift and stationery products. The Company believes it is the largest
publisher of Christian and inspirational books and the largest producer of
recorded Christian music in the United States.

<PAGE> 1

EXHIBIT(c)(1)

TENDER OFFER AND MERGER AGREEMENT

by and between

THOMAS NELSON, INC.,

a Tennessee corporation,

NELSON ACQUISITION CORP.,

a Delaware corporation,

and

THE C.R. GIBSON COMPANY,
a Delaware corporation

Date: September 13, 1995
<PAGE> 2

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
<S> <C>
1. The Offer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.1. The Offer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.2. Corporate Action. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.3. Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
2. Merger and Exchange . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.1. Merger; C.R. Gibson Common. . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.2. Options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.3. Stockholder Rights; Stock Transfers . . . . . . . . . . . . . . . . . . . . . . . 4
2.4. Articles of Incorporation; By-laws; Directors; Officers . . . . . . . . . . . . . 4
2.5. Exchange Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
3. Representations and Warranties of Acquiror and Merger Subsidiary. . . . . . . . . . . . . . . 4
3.1. Organization, Good Standing . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
3.2. Corporate Authorizations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
3.3. Tender Offer Documents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
3.4. Absence of Conflicts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
3.5. Sufficient Funds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
3.6. Information in Proxy or Information Statement . . . . . . . . . . . . . . . . . . 6
3.7. Brokers and Finders Fees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
3.8. Reliance on Representations of C.R. Gibson. . . . . . . . . . . . . . . . . . . . 6
4. Representations and Warranties of C.R. Gibson . . . . . . . . . . . . . . . . . . . . . . . . 7
4.1. Organization, Good Standing and Capital Stock of C.R. Gibson; C.R.
Gibson Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
4.2. Corporate Authorizations . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
4.3. Absence of Certain Changes . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
4.4. Absence of Conflicts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
4.5. The C.R. Gibson Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
4.6. Compliance with Laws. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
4.7. Compliance with Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
4.8. Litigation; Regulatory Action . . . . . . . . . . . . . . . . . . . . . . . . . . 10
4.9. Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
4.10. Confidentiality Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
4.11. Information in Proxy or Information Statement and Offer Documents . . . . . . . . 12
4.12. Employee Retirement Income Security Act of 1974 and Other Employment Matters. . . 12
4.13. Environmental Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
4.14. Schedule 14D-9. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
4.15. Title to Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
4.16. Labor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
4.17. State Takeover Laws; Stockholder Rights . . . . . . . . . . . . . . . . . . . . . 17
4.18. Broker's and Finder's Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
4.19. Intellectual Property. . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

</TABLE>
<PAGE> 3

<TABLE>
<CAPTION>
PAGE
<S> <C> <C>
5. Conduct of Business Pending Consummation of the Offer. . . . . . . . . . . . . . . . . . . 18
5.1. Negative Covenants. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
5.2. Affirmative Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
6. Additional Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
6.1. Covenants of Acquiror . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
(a) Employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
(b) Employee Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
(c) Employment Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . 21
(d) Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
(e) Amendment of Offer. . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
6.2. Joint Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
(a) Certain Events. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
(b) Taking of Necessary Action. . . . . . . . . . . . . . . . . . . . . . . . 22
(c) Press Releases. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
(d) Cooperation; Access to Information. . . . . . . . . . . . . . . . . . . . 23
(e) Consents; Stockholder Approval. . . . . . . . . . . . . . . . . . . . . . 23
6.3. Additional Covenants of C.R. Gibson . . . . . . . . . . . . . . . . . . . . . . . 24
(a) Acquisition Proposals . . . . . . . . . . . . . . . . . . . . . . . . . . 24
(b) State Takeover Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
(c) Confidentiality Agreements. . . . . . . . . . . . . . . . . . . . . . . . 25
(d) Adjustments to Reserves . . . . . . . . . . . . . . . . . . . . . . . . . 25
7. Securities Law Filings and HSR Filing. . . . . . . . . . . . . . . . . . . . . . . . . . . 26
7.1. Preparation of Proxy or Information Statement . . . . . . . . . . . . . . . . . . 26
7.2. Hart-Scott-Rodino Filing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
8. Conditions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
8.1. Fairness Letter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
8.2. Condition to Consummation of Merger . . . . . . . . . . . . . . . . . . . . . . . 27
8.3. Closing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
9. Abandonment and Termination of the Merger. . . . . . . . . . . . . . . . . . . . . . . . . 27
9.1. Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
9.2. Effect of Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
9.3. Fees and Expenses Upon Certain Events . . . . . . . . . . . . . . . . . . . . . . 28
10. Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
10.1. Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
(a) Acquiror's Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
(b) Gibson's Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
11. Amendment and Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
11.1. Amendment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
11.2. Waiver; Cumulative Rights. . . . . . . . . . . . . . . . . . . . . . . . . . . 30
12. Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
12.1. Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
13. Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
14. Other Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35

</TABLE>

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<PAGE> 4

14.1. Termination of Representations and Warranties. . . . . . . . . . . . . . . . . 35
14.2. Governing Law. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
14.3. Whole Agreement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
14.4. Benefit and Binding Effect. . . . . . . . . . . . . . . . . . . . . . . . . . 35
14.5. Counterparts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
14.6. Headings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35

</TABLE>

-iii-
<PAGE> 5

TENDER OFFER AND MERGER AGREEMENT

THIS TENDER OFFER AND MERGER AGREEMENT (this "Agreement") dated as of
September 13, 1995, by and between THOMAS NELSON, INC., a Tennessee corporation
("Acquiror"), and NELSON ACQUISITION CORP., a Delaware corporation and
wholly-owned subsidiary of Acquiror ("Merger Subsidiary"), and THE C.R. GIBSON
COMPANY, a Delaware corporation ("C.R. Gibson").

W I T N E S S E T H:

WHEREAS, the Boards of Directors of Acquiror, Merger Subsidiary and
C.R. Gibson have, prior to the date hereof, determined that it is advisable and
in the best interests of their respective stockholders to effect the merger
(the "Merger") of Merger Subsidiary into C.R. Gibson subject to the conditions
and other provisions contained herein; and

WHEREAS, the Boards of Directors of Acquiror, Merger Subsidiary, and
C.R. Gibson have approved the acquisition of C.R. Gibson by Acquiror, and in
furtherance of such acquisition, Merger Subsidiary will commence a tender offer
to purchase all outstanding shares of C.R. Gibson Common (as defined below) at
a price (the "Offer Price") of $9.00 per share, net to the seller in cash (the
"Offer"), and the Merger will follow consummation of the Offer, upon the terms
and subject to the conditions set forth herein, and

WHEREAS, the Board of Directors of C.R. Gibson has resolved to
recommend that C.R. Gibson stockholders accept the Offer.

NOW, THEREFORE, for and in consideration of the premises and the
mutual covenants and agreements contained herein, the parties hereto agree as
follows:

1. THE OFFER

1.1 The Offer. So long as none of the events set forth
in Exhibit A hereto shall have occurred or be existing and this Agreement has
not been terminated in accordance with the provisions hereof, Merger Subsidiary
shall, and Acquiror shall cause Merger Subsidiary to, commence (within the
meaning of Rule 14d-2(a) promulgated under the Securities Exchange Act of 1934,
as amended (the "1934 Act")), as promptly as practicable after the date hereof,
the Offer pursuant to Section 14(d) of the 1934 Act. The Offer shall be
subject only to the conditions set forth in Exhibit A hereto, any of which
conditions may be waived in the sole discretion of Acquiror and Merger
Subsidiary. Upon the terms and subject to the conditions of the Offer, Merger
Subsidiary shall accept for payment and thereby purchase all outstanding shares
of C.R. Gibson Common properly tendered pursuant thereto as soon as legally
permissible following the consummation thereof, and following such consummation
shall pay for all such shares as promptly as practicable thereafter.
<PAGE> 6

1.2 Corporate Action. C.R. Gibson hereby consents to the
Offer and represents that its Board of Directors has, at a meeting duly called
and held, (a) determined that the Offer and the Merger are fair to, and in the
best interests of, C.R. Gibson and its stockholders, (b) approved this
Agreement, the Offer and the Merger and (c) resolved to recommend that the
holders of the C.R. Gibson Common (i) accept the Offer and tender their shares
of C.R. Gibson Common pursuant thereto, (ii) approve the Merger and (iii)
approve and adopt this Agreement. C.R. Gibson represents that Goldman, Sachs &
Co. has advised the Board of Directors of C.R. Gibson that the $9.00 per share
consideration to be received by the holders of C.R. Gibson Common in the Offer
or the Merger is fair to such holders. On the date the Offer Documents (as
hereinafter defined) are filed with the Securities and Exchange Commission (the
"SEC"), C.R. Gibson shall file with the SEC and mail to its stockholders a
Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9")
reflecting such recommendations. C.R. Gibson hereby consents to the inclusion
in the Offer of the recommendations referred to in the first sentence of this
Section 1.2.; provided, however, that the Board of Directors may withdraw,
modify or change such recommendation in accordance with the provisions of
Section 6.3.(a). C.R. Gibson will promptly furnish to or arrange to have
furnished to, Merger Subsidiary a list of the holders of outstanding shares of
C.R. Gibson Common and mailing labels containing the names and addresses of all
record holders of outstanding shares of C.R. Gibson Common and lists of
security positions of shares of C.R. Gibson Common held in stock depositories,
each as of a recent date, and will promptly furnish to or arrange to have
furnished to Merger Subsidiary such additional information, including updated
lists of the stockholders of C.R. Gibson, mailing labels and updated lists of
security positions, and such assistance as Merger Subsidiary or its agents may
reasonably request in communicating the Offer to the holders of outstanding
C.R. Gibson Common. C.R. Gibson has been advised by each of its directors that
each such person intends to tender all shares of C.R. Gibson Common owned by
such person pursuant to the Offer.

1.3 Directors. Promptly upon the purchase by Acquiror or
any of its subsidiaries of such number of shares of C.R. Gibson Common as
represents at least a majority of the outstanding C.R. Gibson Common and from
time to time thereafter, Acquiror shall be entitled to designate such number of
directors, rounded up to the next whole number, on the Board of Directors of
C.R. Gibson as will give Acquiror, subject to compliance with Section 14(f) of
the 1934 Act, representation on the Board of Directors of C.R. Gibson equal to
the product of the number of directors on the Board of Directors of C.R. Gibson
and the percentage that such number of shares of C.R. Gibson Common so
purchased bears to the number of shares of C.R. Gibson Common outstanding, and
C. R. Gibson shall, upon request by Acquiror, promptly increase the size of the
Board of Directors of C.R. Gibson or exercise its best efforts to secure the
resignations of such number of directors as is necessary to enable Acquiror's
designees to be elected to the Board of Directors of C.R. Gibson. At the
request of Acquiror, C.R. Gibson shall take, at its expense, all action
necessary to effect any such election, including calling a special meeting of
its stockholders and mailing to its stockholders the information required by
Section 14(f) of the 1934 Act and Rule 14f-1 promulgated thereunder.

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<PAGE> 7

2. MERGER AND EXCHANGE

2.1 Merger; C.R. Gibson Common. Subject to the
satisfaction (or, where permissible, waiver) of the terms and conditions of
this Agreement, including, without limitation, receipt of the approval of the
stockholders of C.R. Gibson, the affiliation of the parties shall be carried
out in the following manner: on the date (the "Effective Date") and at the
time (the "Effective Time") that all conditions to the Merger set forth in this
Agreement have been satisfied or waived in accordance with the terms hereof,
including the execution and delivery by Merger Subsidiary and C.R. Gibson of a
certificate of merger (the "Certificate of Merger") substantially in the form
attached hereto as Exhibit B, and as soon as practicable following the
consummation of the Offer, Merger Subsidiary shall be merged with and into C.R.
Gibson pursuant to the Certificate of Merger, with C.R. Gibson to be the
surviving corporation (the "Surviving Corporation"), and (a) each share of C.R.
Gibson's Common Stock, $0.10 par value (the "C.R. Gibson Common"), issued and
outstanding immediately prior to the Effective Time not owned by Merger
Subsidiary or Acquiror or any other direct or indirect subsidiary of the
Acquiror (collectively, the "Acquiror Subsidiaries") (other than shares held by
stockholders who take all of the steps required to be taken in order to entitle
such stockholders to be paid the fair value of such shares (the "Dissenting
Shares") under Section 262 of the Delaware General Corporation Law ("GCL"), any
such stockholder being a "Dissenting Stockholder")) shall thereupon by virtue
of the Merger and without further action on the part of the holder thereof, be
converted into the right to receive the highest price paid per share of C.R.
Gibson Common pursuant to the Offer in cash (the "Exchange Price"); (b) each
share of Merger Subsidiary's capital stock issued and outstanding immediately
prior to the Effective Time shall thereupon by virtue of the Merger and without
further action on the part of the holder thereof be converted into one share of
C.R. Gibson Common; and (c) each share of C.R. Gibson Common issued and
outstanding immediately prior to the Effective Time owned by Acquiror, Merger
Subsidiary or any of the other Acquiror Subsidiaries or held in the treasury of
C.R. Gibson shall be cancelled and retired, and no payment shall be made with
respect thereto. Notwithstanding this Section 2.1. the Acquiror may elect at
any time prior to the fifth business day immediately preceding the date on
which the Proxy or Information Statement (as hereinafter defined) is initially
mailed to the Company's stockholders (or, if a "short-form" merger is to be
effected, at any time prior thereto) that instead of merging the Merger
Subsidiary into C.R. Gibson as hereinabove provided, to merge C.R. Gibson into
the Acquiror, the Merger Subsidiary or another direct or indirect wholly owned
subsidiary of the Acquiror; provided, however, that C.R. Gibson shall not be
deemed to have breached any of its representations, warranties or covenants
herein solely by reason of such election. In such event, the parties agree to
execute an appropriate amendment to this Agreement in order to reflect the
foregoing and to provide that the merger Subsidiary or such other subsidiary of
the Acquiror shall be the Surviving Corporation.

2.2 Options. Subject to the rights of certain officers
of C.R. Gibson under their respective Employment Agreements (as hereinafter
defined), as of the Effective Time, each option to purchase shares of C.R.
Gibson Common (the "Options"), which is then outstanding and unexercised
whether pursuant to the C.R. Gibson 1988 Stock Option Plan for Key Employees
(the "Option Plan") or otherwise and whether or not then exercisable, shall, by
virtue of the Merger, automatically and without any action on the part of the
holder thereof, be

-3-
<PAGE> 8

converted into the right to receive cash in an amount equal to (i) the excess
of the Exchange Price over the exercise price per share provided in such Option
multiplied by (ii) the number of shares subject to such Option. A list of the
Options outstanding on the date hereof is attached hereto as Schedule 2.2.

2.3 Stockholder Rights; Stock Transfers. On the
Effective Date, holders of C.R. Gibson Common immediately prior to the
Effective Time and holders of Options shall cease to be, and shall have no
rights as, stockholders of C.R. Gibson, other than the right to receive the
consideration provided under this Article 2. and otherwise set forth in the
Certificate of Merger. After the Effective Date, there shall be no transfers
on the stock transfer books of C.R. Gibson of the shares of C.R. Gibson Common
which were issued and outstanding immediately prior to the Effective Date.

2.4 Articles of Incorporation; By-laws; Directors;
Officers. The articles of incorporation and by-laws of the Surviving
Corporation shall be those of C.R. Gibson immediately prior to the Effective
Time until duly amended in accordance with their terms and the provisions of
applicable law. The directors of Merger Subsidiary in office immediately prior
to the Effective Time shall be the directors of the Surviving Corporation,
together with such additional directors as may thereafter be elected, who shall
hold office until such time as their successors are elected and qualified. The
officers of C.R. Gibson in office immediately prior to the Effective Time shall
be the officers of the Surviving Corporation together with such additional
officers as may thereafter be elected, who shall hold such office until such
time as their successors are elected and qualified.

2.5 Exchange Procedures. As promptly as practicable
after the Effective Date, Acquiror shall send or cause to be sent to each
former stockholder of C.R. Gibson of record immediately prior to the Effective
Date (other than Acquiror, Merger Subsidiary or any of the other Acquiror
Subsidiaries and other than Dissenting Stockholders) transmittal materials for
use in exchanging such stockholder's certificates representing C.R. Gibson
Common for the Exchange Price for the shares represented thereby. The cash
into which the shares of C.R. Gibson Common represented by such certificate has
been converted will be delivered to such stockholder upon delivery to Acquiror
of the certificates representing all of such shares of C.R. Gibson Common (or
indemnity reasonably satisfactory to Acquiror if any of such certificates are
lost, stolen or destroyed).

3. REPRESENTATIONS AND WARRANTIES OF ACQUIROR AND MERGER SUBSIDIARY

Acquiror and Merger Subsidiary each represent and warrant to
C.R. Gibson as follows:

3.1 Organization, Good Standing. Each of Acquiror and
Merger Subsidiary is a corporation duly organized, validly existing and in good
standing under the laws of the States of Tennessee and Delaware, respectively,
and has all requisite corporate power and authority (i) to enter into this
Agreement and the Certificate of Merger and to perform the obligations
hereunder and thereunder to be performed by it and (ii) to own, operate and
lease its properties

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<PAGE> 9

and carry on its business as it is now being conducted. Each of Acquiror and
each of the Acquiror Subsidiaries is duly qualified to do business and is in
good standing in each jurisdiction where the character of the properties owned
or leased by it or the nature of the business transacted by it requires that it
be so qualified, except where the failure to so qualify or be in good standing
could not reasonably be expected to have a material adverse effect on the
business, financial condition, results of operations or properties of Acquiror
and Acquiror Subsidiaries on a consolidated basis.

3.2 Corporate Authorizations. The execution, delivery
and performance of this Agreement and the Certificate of Merger and
consummation of the transactions contemplated hereby and thereby have been duly
and validly authorized by all necessary corporate action on the part of
Acquiror and Merger Subsidiary. This Agreement has been duly executed and
delivered by Acquiror and Merger Subsidiary and constitutes a valid and binding
obligation of Acquiror and Merger Subsidiary enforceable against Acquiror and
Merger Subsidiary in accordance with its terms. The Certificate of Merger,
when executed and delivered by Acquiror and Merger Subsidiary, will constitute
a valid and binding obligation of Acquiror and Merger Subsidiary enforceable
against Acquiror and Merger Subsidiary in accordance with its terms.

3.3 Tender Offer Documents. The documents (as the same
may be amended, the "Offer Documents") pursuant to which the Offer will be
made, including the Schedule 14D-1 to be filed pursuant to the 1934 Act and all
amendments thereof or supplements thereto (collectively, the "Schedule 14D-1"),
will conform as to form in all material respects with the requirements of the
1934 Act and the rules and regulations promulgated thereunder. The information
contained in the Offer Documents will not contain, as of the respective dates
they are filed with the SEC, any untrue statement of a material fact or omit 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 are
made, not misleading. The foregoing representations shall not apply to any
information taken or to be taken from the most recent reports filed by C.R.
Gibson under the 1934 Act containing such information or furnished by or on
behalf of C.R. Gibson for inclusion in the Offer Documents.

3.4 Absence of Conflicts. The execution and delivery
by Acquiror and Merger Subsidiary of this Agreement and the Certificate of
Merger and the consummation of the transactions herein and therein contemplated
(assuming the truth and accuracy of each representation and warranty of C.R.
Gibson and compliance by C.R. Gibson with all of its obligations hereunder and
the expiration or termination of the waiting period described in Exhibit A
hereto), do not and will not violate or conflict with, any statute, regulation,
judgment, order, writ, decree or injunction applicable to Acquiror or any of
Acquiror Subsidiaries or any of Acquiror's or the Acquiror Subsidiaries'
properties or assets, except for violations or conflicts that singly or in the
aggregate are not material to the business, operations, financial condition or
properties of Acquiror and the Acquiror Subsidiaries on a consolidated basis.
The execution and delivery by Acquiror and Merger Subsidiary of this Agreement
and the Certificate of Merger and the consummation of the transactions herein
and therein contemplated do not and will not violate, conflict with, result in
a breach of, constitute a default (or an event which with due notice

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<PAGE> 10

or lapse of time or both would constitute a default) under, result in the
termination of, accelerate the performance required by, or result in the
creation of any lien, pledge, security interest, charge or other encumbrance
upon any of the properties or assets of Acquiror or any of the Acquiror
Subsidiaries under, any of the terms, conditions or provisions of any note,
bond, mortgage, indenture, deed of trust, loan agreement or other agreement,
instrument or obligation to which Acquiror or any of the Acquiror Subsidiaries
is a party, or by which it or any of its respective properties or assets may be
bound or affected, except for any of the foregoing that singly or in the
aggregate are not material to the business, financial condition, results of
operations or properties of Acquiror and Acquiror Subsidiaries on a
consolidated basis.

3.5 Sufficient Funds. Acquiror has and will continue
to have sufficient funds to consummate the transactions contemplated hereby,
including, without limitation, to pay the consideration set forth in Articles
1. and 2. hereof in accordance with the terms of this Agreement, and has all
requisite power and authority to make payment of such funds in the manner
described herein and such funds are and will be at the times of the
consummation of the Offer and the Merger free and clear of all claims, liens
and encumbrances. To the extent such funds have been or will be obtained
through any loan or financing arrangement, the execution, delivery and
performance of any agreements relating to such arrangements, by Acquiror and
the other party or parties have been duly and validly authorized by all
necessary corporate action on the part of Acquiror and such other party or
parties and constitute valid and binding obligations of Acquiror and such other
party or parties in accordance with their terms. All conditions to the
obligations of the other party or parties to such loan or financing
arrangements to make the loans contemplated thereby have been fulfilled or
waived.

3.6 Information in Proxy or Information Statement.
None of the information supplied or to be supplied by Acquiror or any of the
Acquiror Subsidiaries for inclusion or incorporation by reference in the Proxy
or Information Statement (as hereinafter defined) and any amendment or
supplement thereto will, at the date of mailing to stockholders and at the time
of the meeting of stockholders of C.R. Gibson to be held in connection with the
Merger, 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.

3.7 Broker's and Finder's Fees. Except for PaineWebber
Incorporated, no agent, broker, investment banker, person or firm acting on
behalf of Acquiror or Merger Subsidiary or under its authority is or will be
entitled to any broker's or finder's fee or any other commission or similar fee
directly or indirectly in connection with any of the transactions contemplated
herein.

3.8 Reliance on Representations of C.R. Gibson. Each
of Acquiror and Merger Subsidiary acknowledges that, except for the
representations and warranties of C.R. Gibson specifically set forth in Article
4. hereof, it has not relied on any information provided by C.R. Gibson to
Acquiror and/or Merger Subsidiary in connection with the transactions
contemplated by this Agreement as constituting a representation or warranty of
C.R. Gibson.

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<PAGE> 11

4. REPRESENTATIONS AND WARRANTIES OF C.R. GIBSON

C.R. Gibson represents and warrants to Acquiror and Merger Subsidiary as
follows:

4.1 Organization, Good Standing and Capital Stock of C.R.
Gibson; C.R. Gibson Subsidiaries.

(a) Each of C.R. Gibson and the C.R. Gibson
Subsidiaries (as defined below) is a corporation duly organized, validly
existing and in good standing under the laws of its state of incorporation.
C.R. Gibson has all requisite corporate power and authority to enter into this
Agreement and the Certificate of Merger and to perform the obligations
hereunder and thereunder to be performed by it, and each of C.R. Gibson and the
C.R. Gibson Subsidiaries have all requisite corporate power and authority to
own, operate and lease its properties and carry on its business as it is now
being conducted. Each of C.R. Gibson and the C.R. Gibson Subsidiaries is duly
qualified and in good standing in each jurisdiction where the character of the
properties owned or leased by it or the nature of the business transacted by it
requires that it be so qualified, except where the failure to so qualify or be
in good standing could not reasonably be expected to have a material adverse
effect on the business, financial condition, results of operations or
properties of C.R. Gibson and the C.R. Gibson Subsidiaries on a consolidated
basis. The authorized capital stock of C.R. Gibson consists of 15,000,000
shares of C.R. Gibson Common and 200,000 shares of Preferred Stock, $10.00 par
value (the "C.R. Gibson Preferred Stock"). As of the close of business on July
31, 1995, (i) 7,439,451 shares of C.R. Gibson Common and no shares of C.R.
Gibson Preferred were outstanding, (ii) there were 322,509 shares of C.R.
Gibson Common subject to Options then outstanding and unexercised with option
exercise prices therefor as set forth in Schedule 2.2. hereto, and (iii)
320,662 shares of C.R. Gibson Common were held in the treasury of C.R. Gibson.
All outstanding shares of C.R. Gibson Common have been duly authorized and are
validly issued, fully paid and nonassessable. The C.R. Gibson Common is not
subject to any restriction on transfer under the articles of incorporation or
by-laws of C.R. Gibson. Except as set forth in the Schedules hereto, C.R.
Gibson has not issued or granted nor is it a party to any outstanding warrants,
options, rights, calls or commitments of any kind relating to, or any presently
effective agreements or understandings with respect to, its capital stock,
whether issued or unissued, or securities convertible into its capital stock.
Other than as set forth in the C.R. Gibson Reports, C.R. Gibson is not a party
to, or bound by, any contract, indenture, agreement or instrument or any note,
debenture, bond or other security, under the terms of which, or pursuant to
which, its right to declare or pay dividends on its capital stock is
restricted. C.R. Gibson's capital stock is not subject to any preemptive
rights of any stockholder.

(b) A list of all subsidiaries of C.R. Gibson (the
"C.R. Gibson Subsidiaries") and the number of shares and percentage of capital
stock owned by C.R. Gibson in such subsidiary is set forth on Schedule 4.1.(b)
hereof. All of the outstanding shares of capital stock of each of the C.R.
Gibson Subsidiaries owned by C.R. Gibson have been duly authorized and validly
issued and are fully paid and nonassessable and are owned by C.R. Gibson free
and clear of all claims, liens and encumbrances.

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<PAGE> 12

4.2 Corporate Authorizations. The execution, delivery and
performance of this Agreement and the Certificate of Merger have been duly and
validly authorized by all necessary corporate action on the part of C.R.
Gibson, except that this Agreement and the Merger must be approved by its
stockholders in accordance with the GCL. This Agreement has been duly executed
and delivered by C.R. Gibson and constitutes a valid and binding obligation of
C.R. Gibson enforceable against C.R. Gibson in accordance with its terms,
subject to applicable bankruptcy, insolvency and similar laws affecting
creditors' rights generally. The Certificate of Merger, when executed and
delivered by C.R. Gibson, will constitute a valid and binding obligation of
C.R. Gibson enforceable against C.R. Gibson in accordance with its terms.

4.3 Absence of Certain Changes. Since June 30, 1995, there has
not been any material adverse change in the business, financial condition,
results of operations or properties of C.R. Gibson and the C.R. Gibson
Subsidiaries on a consolidated basis and no event or condition has occurred or
exists that could reasonably be expected to result in such a material adverse
change. Except as disclosed in the C.R. Gibson Reports (as hereinafter
defined) or in Schedule 4.3. hereto, since June 30, 1995, there has not been
(a) any declaration, setting aside or payment of any dividend or other
distribution in respect of the C.R. Gibson Common, other than regular quarterly
cash dividends, or any redemption or other acquisition by C.R. Gibson of any
shares of its capital stock; (b) any increase in the rate or terms of
compensation, severance or termination benefits payable or to become payable by
C.R. Gibson to its directors, officers or employees whose aggregate annual
remuneration exceeds $50,000, except increases occurring in the ordinary course
of business in accordance with its customary practices (which shall include
normal periodic performance reviews and related compensation and benefit
increases); (c) any increase in the rate or terms of any bonus, insurance,
pension or other employee benefit plan, payment or arrangement made to, for or
with any such directors, officers or employees whose aggregate annual
remuneration exceeds $50,000, except increases occurring in the ordinary course
of business in accordance with its customary practices (which shall include
normal periodic performance reviews and related compensation and benefit
increases); (d) any entry into any agreement, commitment or transaction by C.R.
Gibson which is material to C.R. Gibson and its subsidiaries taken as a whole,
except agreements, commitments or transactions in the ordinary course of
business; or (e) any change by C.R. Gibson in accounting methods, principles or
practices except as required or permitted by generally accepted accounting
principles.

4.4 Absence of Conflicts. The execution and delivery by C.R.
Gibson of this Agreement and the Certificate of Merger and the consummation of
the transactions herein and therein contemplated (subject to receipt of the
stockholder approval referred to in Section 6.2.(e) hereof and assuming the
truth and accuracy of each representation and warranty of Acquiror and Merger
Subsidiary and compliance by Acquiror and Merger Subsidiary with all of their
obligations hereunder and the expiration or termination of the waiting period
described in Exhibit A hereto), do not and will not violate or conflict with,
any statute, regulation, judgment, order, writ, decree or injunction applicable
to C.R. Gibson or the C.R. Gibson Subsidiaries or any of C.R. Gibson's or the
C.R. Gibson Subsidiaries' properties or assets, except for violations or
conflicts that singly or in the aggregate are not material to the business,
financial condition, results of operations or properties of C.R. Gibson and the
C.R. Gibson Subsidiaries on a consolidated basis. Except as otherwise
disclosed in Schedule 4.4. hereto, the execution and

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<PAGE> 13

delivery by C.R. Gibson of this Agreement and the Certificate of Merger and the
consummation of the transactions herein and therein contemplated do not and
will not violate, conflict with, result in a breach of, constitute a default
(or an event which with due notice or lapse of time or both would constitute a
default) under, result in the termination of, accelerate the performance
required by, or result in the creation of any lien, pledge, security interest,
charge or other encumbrance upon any of the properties or assets of C.R. Gibson
or the C.R. Gibson Subsidiaries under, any of the terms, conditions, or
provisions of any note, bond, mortgage, indenture, deed of trust, loan
agreement or other agreement, instrument or obligation to which C.R. Gibson or
any of the C.R. Gibson Subsidiaries is a party, or by which it or any of its
properties or assets may be bound or affected, except for any of the foregoing
that singly or in the aggregate are not material to the business, financial
condition, results of operations or properties of C.R. Gibson and the C.R.
Gibson Subsidiaries on a consolidated basis.

4.5 The C.R. Gibson Reports. Since December 31, 1991, C.R.
Gibson has timely filed all reports and other documents required to be filed by
it under the 1934 Act. C.R. Gibson's Annual Reports on Form 10-K for the years
ended December 31, 1992, 1993, and 1994, its Quarterly Reports for the periods
ended March 31, 1995 and June 30, 1995 and its Proxy Statement dated April 14,
1995 (collectively, the "C.R. Gibson Reports"), as of their respective dates,
complied as to form in all materials respects with the published rules and
regulations of the SEC with respect thereto and did not contain any untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make statements therein, in light of the
circumstances under which they were made, not misleading. The financial
statements in or incorporated by reference into the C.R. Gibson Reports,
including any related notes and schedules, complied as to form in all material
respects on the dates thereof with the then applicable accounting requirements
and published rules and regulations of the SEC with respect thereto and fairly
present the consolidated financial position of C.R. Gibson and the C.R. Gibson
Subsidiaries as at the dates thereof and the consolidated results of
operations, changes in shareholders' equity, and cash flows of C.R. Gibson and
the C.R. Gibson Subsidiaries for the periods set forth therein, in each case in
accordance with generally accepted accounting principles consistently applied
during the periods involved (except as may be noted therein or, in the case of
unaudited financial statements, as permitted by Regulation S-X of the SEC) and
subject, in the case of unaudited financial statements, to normal recurring
year-end adjustments which are not material. Except as set forth in the C.R.
Gibson Reports or with respect to the agreements identified in Items 1 and 2 of
Schedule 4.12.(f) hereto, neither C.R. Gibson nor any of the C.R. Gibson
Subsidiaries has any liability or obligation of any nature (whether accrued,
absolute, contingent or otherwise) which would be required to be reflected on a
balance sheet, or in the notes thereto, prepared in accordance with generally
accepted accounting principles, except for liabilities and obligations incurred
in the ordinary course of business consistent with past practice since June 30,
1995 which would not, individually or in the aggregate, have a material adverse
effect on the business, financial conditions, results of operations, properties
or prospects of C.R. Gibson and the C.R. Gibson Subsidiaries on a consolidated
basis.

4.6 Compliance with Laws. Neither C.R. Gibson nor any of the
C.R. Gibson Subsidiaries is in violation of any statute, rule, regulation,
order, writ, decree, or injunction of any court or governmental agency or any
body having jurisdiction over it or any of its properties

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which violation has had, or, if enforced, could reasonably be expected to have,
singly or in the aggregate, a material adverse effect on the business,
financial condition, results of operations or properties of C.R. Gibson and the
C.R. Gibson Subsidiaries on a consolidated basis.

4.7 Compliance with Agreements. Neither C.R. Gibson nor any of
the C.R. Gibson Subsidiaries is in default under or in violation of any
provision of its certificate of incorporation or by-laws (or equivalent
documents) or any note, bond, indenture, mortgage, deed of trust, loan
agreement or any other agreement to which it is a party or by which it is bound
or to which any of its properties or assets is subject, other than such
defaults or violations as could not reasonably be expected to have, singly or
in the aggregate, a material adverse effect on the business, financial
condition, results of operations or properties of C.R. Gibson and the C.R.
Gibson Subsidiaries on a consolidated basis. All contracts and agreements to
which C.R. Gibson or any of the C.R. Gibson Subsidiaries is a party or by which
any of their respective assets is bound are valid and binding, in full force
and effect and enforceable against the parties thereto in accordance with their
respective terms, other than (i) such failures to be so valid and binding, in
full force and effect or enforceable which would not, either individually or in
the aggregate, be reasonably likely to have a material adverse effect on the
business, financial condition, results of operations or properties of C.R.
Gibson and the C.R. Gibson Subsidiaries on a consolidated basis and (ii)
subject to applicable bankruptcy, insolvency, moratorium or other similar laws
relating to creditors' rights and general principles of equity. There is not
under any such contract or agreement any existing default, or event which,
after notice or lapse of time, or both, would constitute a default, by C.R.
Gibson or any of the C.R. Gibson Subsidiaries, or to C.R. Gibson's knowledge,
any other party, except to the extent such default would not be reasonably
likely to cause a material adverse effect on the business, financial condition,
results of operations or properties of C.R. Gibson and the C.R. Gibson
Subsidiaries on a consolidated basis.

4.8 Litigation; Regulatory Action. Except as otherwise
disclosed on Schedule 4.8. hereto, neither C.R. Gibson nor any of the C.R.
Gibson Subsidiaries is engaged in, or party to any legal action or other
proceeding or investigation, nor, to the knowledge of C.R. Gibson, is any such
claim, legal action or other proceeding or investigation threatened against
C.R. Gibson or any of the C.R. Gibson Subsidiaries, nor, to the knowledge of
C.R. Gibson, does any state of facts exist other than those previously
disclosed to Acquiror in writing which is reasonably likely to result in any
such claim, legal action or other proceeding against C.R. Gibson or any of the
C.R. Gibson Subsidiaries, before any court, arbitrator or governmental agency,
the outcome of which could reasonably be expected to materially adversely
affect the business, financial condition, results of operations or properties
of C.R. Gibson and the C.R. Gibson Subsidiaries on a consolidated basis. There
are no outstanding orders, rulings, decrees, judgments, memoranda of
understanding or stipulations to which C.R. Gibson or any of the C.R. Gibson
Subsidiaries is a party or by which it is bound by or with any court,
arbitrator or governmental agency that singly or in the aggregate is reasonably
likely to have a material adverse effect on the business, financial condition,
results of operations or properties of C.R. Gibson and the C.R. Gibson
Subsidiaries on a consolidated basis.

4.9 Taxes. Each of C.R. Gibson and the C.R. Gibson
Subsidiaries has filed with appropriate governmental agencies all federal,
state, local and foreign tax returns (including,

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<PAGE> 15

without limitation, estimated tax returns, employer's withholding tax returns,
other withholding tax returns and Federal Unemployment Tax Act returns)
required to be filed by it and have made available to Acquiror complete and
accurate copies of such filings; and each such return is complete and accurate
in all material respects. Each of C.R. Gibson and the C.R. Gibson Subsidiaries
has paid all Taxes and other assessments due and has paid any amounts that are
required to be paid without any return required to be filed. There are
included, in each of the balance sheets contained in the C.R. Gibson Reports,
adequate provisions for the payment of all unpaid Taxes of C.R. Gibson and the
C.R. Gibson Subsidiaries, including interest and penalties (if any), whether or
not disputed, for the periods then ended and all periods prior thereto. Except
as otherwise disclosed on Schedule 4.9. hereto, there are no liens for Taxes
upon C.R. Gibson or the C.R. Gibson Subsidiaries or their assets, except liens
for current taxes not yet due and payable, and neither C.R. Gibson nor any of
the C.R. Gibson Subsidiaries is a party to any action or proceeding by any
governmental authority for assessment or collection of Taxes, nor has any claim
or assessment for collection of Taxes been asserted against it, nor to the best
knowledge of C.R. Gibson is any such claim or assessment threatened. There is
no audit examination, deficiency or refund litigation or matter in controversy
with respect to any Taxes that might result in a determination the effect of
which could reasonably be expected to be materially adverse to the financial
condition or results of operations of C.R. Gibson and the C.R. Gibson
Subsidiaries on a consolidated basis. None of C.R. Gibson and the C.R. Gibson
Subsidiaries is currently the beneficiary of any extension of time within which
to file any tax return other than extensions applicable to its tax returns for
the year ended December 31, 1994. No claim has been made by an authority in a
jurisdiction where any of C.R. Gibson and the C.R. Gibson Subsidiaries does not
file tax returns that it is or may be subject to taxation by that jurisdiction.
Neither C.R. Gibson nor any of the C.R. Gibson Subsidiaries are liable for
Taxes of any member of any affiliated group (other than the consolidated group
in which C.R. Gibson is the common parent) that at the time included as a
member C.R. Gibson or any of the C.R. Gibson Subsidiaries (or any predecessor
thereto, by merger or otherwise) by reason of C.R. Gibson or any of the C.R.
Gibson Subsidiaries being severally liable for the entire tax of such
affiliated group pursuant to the Treasury Regulations Section 1.1502-6 or any
analogous state or local tax provision. None of C.R. Gibson and the C.R.
Gibson Subsidiaries has waived any statute of limitations in respect of Taxes
or agreed to any extension of time with respect to a tax assessment or
deficiency. None of C.R. Gibson and the C.R. Gibson Subsidiaries has filed a
consent under Code Section 341(f) concerning collapsible corporations. The
transactions contemplated by this Agreement will not result in a payment or
series of payments to any employee of C.R. Gibson or any of the C.R. Gibson
Subsidiaries or any other person of an "excess parachute payment" within the
meaning of Section 280G of the Code. As used in this Agreement, the term
"Taxes" includes, without limitation, any federal, state, local or foreign
income, leasing, franchise, excise, gross receipts, sales, use, occupational,
tangible and intangible personal property and stamp taxes, payments in lieu of
taxes, levies, duties, imposts, assessments, fees, charges, and withholdings of
any nature whatsoever, together with any related penalties fines, additions to
tax or interest thereon.

4.10 Confidentiality Agreement. C.R. Gibson has entered into
agreements with each of the parties to whom an Offering Memorandum in the form
delivered on behalf of C.R. Gibson to Acquiror providing that such party will
retain in confidence the confidential information provided by or on behalf of
C.R. Gibson and that such party will not make or

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encourage an Acquisition Proposal (as hereinafter defined) for a period of at
least one year from the date of such agreement

4.11 Information in Proxy or Information Statement and Offer
Documents. None of the information supplied or to be supplied by C.R. Gibson
or any of the C.R. Gibson Subsidiaries for inclusion or incorporation by
reference in the Proxy or Information Statement or the Offer Documents and any
amendment or supplement thereto will, at the date of mailing to stockholders
and with respect to the Proxy or Information Statement, at the time of the
meeting of stockholders of C.R. Gibson to be held in connection with the Merger
or at the date of the last required written consent of a stockholder of C.R.
Gibson if no meeting is held in connection with the Merger, 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. The Proxy or
Information Statement (except for such portions thereof that relate only to
Acquiror) will comply in all material respects with the provisions of the 1934
Act and the rules and regulations thereunder.

4.12 Employee Retirement Income Security Act of 1974 and Other
Employment Matters.

(a) Except for the Employment Agreements or as set
forth or described in Schedule 4.12.(a) hereto, neither C.R. Gibson nor the
C.R. Gibson Subsidiaries has established and maintains or contributes to, or
has an obligation to contribute to, or has liability with respect to, any plan,
program, arrangement, agreement or commitment which is an employment, or
deferred compensation agreement, or an executive compensation, incentive bonus
or other bonus, employee pension, profit-sharing, savings, retirement, stock
option, stock purchase, severance pay, life, health, disability or accident
insurance or vacation, plan, program, arrangement, agreement or commitment,
including, without limitation, any "employee benefit plan" as defined in
Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended
("ERISA") (individually, an "Employee Plan," and collectively, the "Employee
Plans"). No Employee Plan is a multi-employer plan (as defined in Section
4001(a)(3) of ERISA) or a multiple employer plan (as defined in Section 413(c)
of the Internal Revenue Code of 1986 (the "Code"));

(b) With respect to each employee benefit plan
(including, without limitation, the Employee Plans and any plan maintained by
any entity which would be treated as a "single employer" together with C.R.
Gibson or any C.R. Gibson Subsidiary (within the meaning of Section 4001(b)(1)
of ERISA)) that is subject to the provisions of Title IV of ERISA and with
respect to which C.R. Gibson or any C.R. Gibson Subsidiary may, directly or
indirectly, incur any liability:

(i) No such plan has been terminated so as to
result, directly or indirectly, in any material liability, contingent or
otherwise in excess of amounts already accrued or otherwise reflected in the
financial records of C.R. Gibson or any C.R. Gibson Subsidiary as of June 30,
1995, of C.R. Gibson or any C.R. Gibson Subsidiary under Title IV of ERISA;

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(ii) No complete or partial withdrawal from such
plan has been made by C.R. Gibson or any C.R. Gibson Subsidiary, or by any
other person, so as to result in a liability of C.R. Gibson or any C.R. Gibson
Subsidiary, whether such liability is contingent or otherwise, except as
otherwise reflected in the financial records of C.R. Gibson or any C.R. Gibson
Subsidiary as of June 30, 1995;

(iii) No condition or event currently exists or
currently is expected to occur that could result, directly or indirectly, in
any material liability of C.R. Gibson or any C.R. Gibson Subsidiary under Title
IV of ERISA, whether to the Pension Benefit Guaranty Corporation ("PBGC") or
otherwise in excess of amounts already accrued or otherwise reflected in the
financial records of C.R. Gibson or any C.R. Gibson Subsidiary as of June 30,
1995 (except for required premium payments under Title IV of ERISA, which
payments have been or will be made when due), on account of the termination of
any such plan;

(iv) If any such plan were to be terminated as of
the date hereof or as of the Effective Time, none of C.R. Gibson, any of the
C.R. Gibson Subsidiaries or the Acquiror would incur any material liability
under Title IV of ERISA in excess of amounts already accrued or otherwise
reflected in the financial records of C.R. Gibson or any C.R. Gibson Subsidiary
as of June 30, 1995;

(v) No "reportable event" (as defined in Section
4043 of ERISA) has occurred with respect to any such plan (other than any such
reportable events for which the 30-day notice period has been waived by the
PBGC); and

(vi) No such plan which is subject to Section 302
of ERISA or Section 412 of the Code has incurred any "accumulated funding
deficiency" (as defined in Section 302 of ERISA and Section 412 of the Code,
respectively), whether or not waived;

(c) No event has occurred in connection with which C.R.
Gibson, any C.R. Gibson Subsidiary or any Employee Plan, directly or
indirectly, could be subject to any material liability under ERISA, the Code or
any other law, regulation or governmental order applicable to any Employee Plan
or under any agreement, instrument, statute, rule of law or regulation pursuant
to or under which C.R. Gibson or a C.R. Gibson Subsidiary has agreed to
indemnify or is required to indemnify any person against liability incurred
under, or for a violation or failure to satisfy the requirements of, any such
statute, regulation or order, other than the obligation to pay benefits or plan
expenses in accordance with the terms of any Employee Plan and any applicable
trust thereunder;

(d) With respect to each Employee Plan, (i) all
payments due from C.R. Gibson or any of the C.R. Gibson Subsidiaries to date
have been made when due, and all amounts properly accrued to date or as of the
date of consummation of the Offer as liabilities of C.R. Gibson or any of the
C.R. Gibson Subsidiaries which have not been paid have been or will be properly
recorded in the financial records of C.R. Gibson or such C.R. Gibson
Subsidiary; (ii) each of C.R. Gibson and the C.R. Gibson Subsidiaries has
complied with, and each Employee Plan is in compliance in all material respects
with, all applicable laws and regulations, including,

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<PAGE> 18

without limitation, ERISA and the Code to the extent applicable;
(iii) each Employee Plan which is an "employee pension benefit plan" (as
defined in Section 3(2) of ERISA) and intended to qualify under Section 401 of
the Code has received a favorable determination letter from the Internal
Revenue Service with respect to such qualification, its related trust has been
determined to be exempt from taxation under Section 501(a) of the Code, and
nothing has occurred since the date of such letter that has adversely affected
or is likely adversely to affect such qualification or exemption; (iv) each
Employee Plan which is an "employee welfare benefit plan" (as defined in
Section 3(1) of ERISA) and its related trust (if any) is in compliance in all
material respects with all applicable requirements of the Code (including
Section 4980B of the Code) for obtaining the tax benefits the Code permits and
for which the trust is intended to qualify with respect to such Employee Plan;
and (v) there are no actions, suits or claims pending (other than routine
claims for benefits) or threatened with respect to any Employee Plan or against
the assets of any Employee Plan or against any trust established to fund the
benefits under any Employee Plan;

(e) All material obligations of C.R. Gibson and the
C.R. Gibson Subsidiaries, whether arising by operation of law, by contract or
by past custom, for payments to trusts or other funds or to any governmental
agency or to any individual, director, officer, employee or agent (or his or
her heirs, legatees or legal representatives) with respect to unemployment
compensation or Social Security benefits, or for vacation or holiday pay,
bonuses and other forms of compensation, which are payable to its directors,
officers, employees or agents, have been paid when due;

(f) No Employee Plan provides benefits, including,
without limitation, death or medical benefits (whether or not insured) with
respect to current or former employees of C.R. Gibson or the C.R. Gibson
Subsidiaries beyond their retirement or other termination of service (other
than (i) coverage mandated by Part 6 of Title I of ERISA or Section 4980B of
the Code, (ii) retirement or death benefits under any employee pension benefit
plan that is qualified under Section 401 of the Code, (iii) disability or death
benefits under any employee welfare benefit plan that have been fully provided
for by insurance or otherwise, (iv) unfunded pension plan benefits accrued as
liabilities in the C.R. Gibson Reports, (v) benefits pursuant to agreements
listed on Schedule 4.12.(f) hereto, (vi) benefits in the nature of severance
pay, or (vii) the right to exercise stock options under Employee Plans that are
stock option or stock purchase plans);

(g) Except as otherwise set forth on Schedule 4.12.(g)
hereto, the consummation of the transactions contemplated by this Agreement
will not result (either alone or in conjunction with any other event) in the
payment or series of payments by C.R. Gibson, any of the C.R. Gibson
Subsidiaries or the Acquiror of an "excess parachute payment" within the
meaning of Section 280G of the Code;

(h) Except as otherwise set forth in this Agreement or
the Certificate of Merger or Schedule 4.12.(h) hereto, the consummation of the
transactions contemplated by this Agreement itself and without further action
on the part of any person will not, except as described herein or as may arise
under agreements or obligations referred to in the Schedules hereto or in the
C.R. Gibson Reports, (i) entitle any current or former employee or director of

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<PAGE> 19

C.R. Gibson or the C.R. Gibson Subsidiaries to severance pay, unemployment
compensation or any other payment or (ii) accelerate the time of payment or
vesting, or increase the amount of compensation due to any such current or
former employee or director, under any Employee Plan or otherwise result in
any liability for benefits with respect to any Employee Plan; and

(i) None of C.R. Gibson or the C.R. Gibson Subsidiaries
has a formal plan or commitment, whether legally binding or not, to create any
additional Employee Plan, or to amend or modify any existing Employee Plan
other than amendments required by applicable law which do not materially
increase the cost to C.R. Gibson or any of the C.R. Gibson Subsidiaries of
maintaining such Employee Plan.

4.13 Environmental Matters. Except as otherwise described in
Schedule 4.13. hereto, C.R. Gibson has not received any written notification of
any judicial, administrative, arbitral or other legal proceedings, claims,
actions, causes of action pending or threatened against C.R. Gibson or any of
the C.R. Gibson Subsidiaries seeking to impose on C.R. Gibson or any of the
C.R. Gibson Subsidiaries, that is reasonably likely to result in the imposition
on C.R. Gibson or any of the C.R. Gibson Subsidiaries of, any liability, as a
result of the violation of the Environmental Laws (as defined in Section 13.
hereof), which liability could reasonably be expected to have a material
adverse effect on the business, financial condition, results of operations or
properties of C.R. Gibson and the C.R. Gibson Subsidiaries on a consolidated
basis. Except as otherwise described in Schedule 4.13. hereto, there is no
past or present event, condition or circumstance affecting or activities
related to any real property currently owned or leased by C.R. Gibson or any of
the C.R. Gibson Subsidiaries or any real property collateral securing any loan
or other asset of C.R. Gibson or any of the C.R. Gibson Subsidiaries that is
reasonably likely to give rise to any such material liability.

4.14 Schedule 14D-9. The Schedule 14D-9 shall comply as to form
in all material respects with the applicable requirements of the 1934 Act and
the rules and regulations thereunder and will not, at the respective times the
Schedule 14D-9 or any amendments thereof or supplements thereto are filed with
the SEC, 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. C.R. Gibson will promptly correct any statements in the
Schedule 14D-9 that have become false or misleading and will take all steps
reasonably necessary to cause such Schedule 14D-9 as so corrected to be filed
with the SEC and to be disseminated to holders of shares of C.R. Gibson Common,
in each case as and to the extent required by applicable law.

4.15 Title to Properties. Each of C.R. Gibson and the C.R.
Gibson Subsidiaries has good and, as to real property, marketable title to all
its properties and assets, real and personal, tangible and intangible,
reflected in its books and records as being owned, free and clear of all liens
and encumbrances, (a) except such as are reflected on the balance sheet of C.R.
Gibson as of June 30, 1995 or incurred thereafter in the ordinary course of
business, (b) except for liens for current taxes not yet due and payable, (c)
except for liens or encumbrances which are normal to the business of C.R.
Gibson and the C.R. Gibson Subsidiaries and are not, in the aggregate, material
in relation to the assets of C.R. Gibson and the C.R. Gibson Subsidiaries on a

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<PAGE> 20

consolidated basis, and (d) except for such imperfections of title, easements
and encumbrances, if any, as do not materially interfere with the present use
of the properties subject thereto or affected thereby, or otherwise materially
impair the consolidated business operations of C.R. Gibson and the C.R. Gibson
Subsidiaries.

4.16 Labor.

(a) Except as would not be reasonably likely to have a
material adverse effect on the business, financial condition, results of
operations or properties of C.R. Gibson and the C.R. Gibson Subsidiaries on a
consolidated basis, (i) each of C.R. Gibson and the C.R. Gibson Subsidiaries
is, and at all times has been, in compliance in all material respects with all
federal, state or other applicable laws respecting employment and employment
practices, terms and conditions of employment and wages and hours, and has not
and is not engaged in any unfair labor practice; (ii) no unfair labor practice
complaint against C.R. Gibson or any of the C.R. Gibson Subsidiaries is pending
before the National Labor Relations Board; (iii) there is no labor strike,
dispute, slowdown or stoppage actually pending or threatened against or
involving C.R. Gibson or any of the C.R. Gibson Subsidiaries; (iv) no
representation question exists respecting the employees of C.R. Gibson or any
of the C.R. Gibson Subsidiaries; (v) no agreement is pending and no claim
therefor has been asserted; (vi) no collective bargaining agreement is
currently being negotiated by C.R. Gibson or any of the C.R. Gibson
Subsidiaries; and (vii) C.R. Gibson and the C.R. Gibson Subsidiaries taken as a
whole have not experienced any material labor difficulty during the last three
years.

(b) Except as set forth in the Schedules hereto,
neither C.R. Gibson nor any of the C.R. Gibson Subsidiaries has any written, or
to the knowledge of C.R. Gibson, any binding oral, employment or severance
agreement with any person.

4.17 State Takeover Laws; Stockholder Rights. By action of the
Board of Directors of C.R. Gibson prior to the date hereof (and prior to the
execution hereof), resolutions were duly adopted (a) approving the execution,
delivery and performance of this Agreement and the Certificate of Merger and
transactions contemplated hereby and thereby and (b) exempting from the
requirements of Section 203 of the GCL any and all "business combinations" as
defined in the GCL of any type, whether now or hereafter contemplated, between
C.R. Gibson and Acquiror and/or any of its existing and future subsidiaries or
affiliates.

4.18 Broker's and Finder's Fees. Except for Goldman, Sachs &
Co. pursuant to an engagement letter dated May 9, 1995, a true and correct copy
of which will be furnished to Acquiror, no agent, broker, investment banker,
person or firm acting on behalf of C.R. Gibson or under its authority is or
will be entitled to any broker's or finder's fee or any other commission or
similar fee directly or indirectly in connection with any of the transactions
contemplated hereby.

4.19 Intellectual Property. Schedule 4.19. hereto is an
accurate and complete list of all (i) material trademarks, trade names, service
marks, service names and any applications therefor, title to all of which is
held by C.R. Gibson or the C.R. Gibson Subsidiaries free and clear of all
adverse claims, liens, security agreements, registrations or other encumbrances
and

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<PAGE> 21

(ii) material licenses (whether as licensor or licensee) of C.R. Gibson and
each C.R. Gibson Subsidiary used or required by C.R. Gibson or any C.R. Gibson
Subsidiary in the operation of their respective businesses. For the purposes of
this Section 4.19., a material license shall be defined as any license
agreement under which, during the year ending December 31, 1994, C.R. Gibson
generated sales equal to or exceeding $250,000. Except as specifically noted
in Schedule 4.19., all material licenses are valid and binding, in full force
and effect and, to the knowledge of C.R. Gibson, enforceable against the
parties thereto in accordance with their terms. The intellectual property
described in (i) and (ii) above is collectively referred to herein as the
"C.R.Gibson Intellectual Property." There is no complaint, arbitration,
lawsuit, suit, claim or other dispute which asserts that C.R. Gibson or any
C.R. Gibson Subsidiary is violating or infringing upon any trademark, trade
name, service mark, service name, copyright or other intellectual property of
any other person in which a determination adverse to C.R. Gibson or the C.R.
Gibson Subsidiary would be reasonably likely to have a material adverse effect
on the business, financial condition, results of operations or properties of
C.R. Gibson and the C.R. Gibson Subsidiaries on a consolidated basis. Except
as set forth in Schedule 4.19., neither C.R. Gibson or any C.R. Gibson
Subsidiary is any way making use of any trademark, trade name, service mark,
service name, copyright, know-how, process, confidential information,
proprietary technology, trade secret or other intellectual property of any
person which is material to the business of C.R. Gibson and the C.R. Gibson
Subsidiaries taken as a whole, except with the consent of such person. To the
knowledge of C.R. Gibson, there is no person violating or infringing upon the
license rights, trademarks, trade names, service marks, service names,
copyrights and any applications therefor or making any use of any know-how,
process, confidential information, proprietary technology or trade secret of
C.R. Gibson or any C.R. Gibson Subsidiary. Except as described in Schedule
4.19., neither the execution and delivery of this Agreement nor the
consummation of the transactions contemplated hereby will conflict with or
result in any violation or default (with or without notice or lapse of time or
both) or give rise to any right of termination, cancellation or acceleration or
the payment of any material additional sum under any of the terms, conditions
or provisions of any material license or the loss or encumbrance of any C.R.
Gibson Intellectual Property or material benefit related thereto.

5. CONDUCT OF BUSINESS PENDING CONSUMMATION OF THE OFFER

5.1 Negative Covenants. C.R. Gibson covenants and agrees with
Acquiror and Merger Subsidiary that, from and after the date hereof until the
consummation of the Offer, except as specifically contemplated by this
Agreement and the Certificate of Merger or otherwise approved in writing by
Acquiror, none of C.R. Gibson or the C.R. Gibson Subsidiaries shall, directly
or indirectly, do or agree to do any of the following:

(a) Propose or adopt any change to its articles of
incorporation or by-laws (or equivalent documents);

(b) Lease, sell, mortgage, subject to lien, pledge,
assign, encumber, swap or otherwise dispose of any of its assets, except (i) in
the ordinary course of business, and (ii) for adequate consideration, or enter
into any transaction that would have the practical effect of an acquisition by
any other person of a material interest in it;

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<PAGE> 22

(c) Redeem, purchase, reclassify, retire or otherwise
acquire any shares of its capital stock, any securities or obligations
convertible into or exchangeable for any shares of its capital stock;

(d) Make any change in the number of the authorized,
issued or outstanding shares of capital stock or other equity security of it
(other than, with respect to C.R. Gibson, pursuant to the exercise of options,
rights or similar securities outstanding as of the date hereof) grant any
option or commitment relating to its capital stock or any security convertible
into such capital stock or any security, the value of which is measured by such
capital stock or any security subordinated to the claims of general creditors,
or issue, sell or retire any debt obligations except in the ordinary course of
business;

(e) Declare, set aside or pay any dividend or other
distribution in respect of any shares of capital stock in liquidation or
otherwise (including, without limitation, any stock dividend or distribution)
other than dividends declared and paid by any of the C.R. Gibson Subsidiaries
to C.R. Gibson and with respect to C.R. Gibson, other than regular quarterly
cash dividends in an amount not to exceed $0.04 per share in accordance with
past practices;

(f) Incur any material direct or contingent liabilities
or commitments except in the ordinary course of business consistent with past
practice;

(g) (i) Merge or consolidate with any other corporation
or other entity; (ii) acquire any stock or other equity securities or interest
in, or purchase or otherwise acquire any assets of, any corporation, other
entity (except in the ordinary course of business); or (iii) effect any
reorganization or recapitalization;

(h) Terminate, amend, modify, establish or enter into
any employment or severance contract or any Employee Plan or other employee
benefit plan, program or arrangement or fringe benefits; or enter into, commit
to enter into, renew or amend any employee severance agreement other than in
the ordinary course of business consistent with past practice or grant any
material increases in the compensation or benefits to any director, officer or
employee whose aggregate annual remuneration exceeds $50,000. In addition, the
foregoing shall not prevent the hiring of employees reasonably necessary for
the conduct of the business of C.R. Gibson and the C.R. Gibson Subsidiaries as
employees at will on terms substantially similar to those of current employees
performing comparable tasks and having comparable responsibilities;

(i) Enter into any new lines of business, engage or
participate in any material transaction other than in the ordinary course of
business (including, without limitation, acquiring material real or personal
property), or make any capital expenditures in excess of an aggregate of
$25,000 per month with respect to any project (including repairs, renewals and
replacements) provided that the aggregate expenditures with respect to any
individual project shall not exceed $250,000, except relocations as may be
necessary as a result of fire or other natural disaster and expenditures from
net insurance proceeds received with respect to damage to or the destruction of
any property to repair, renew or replace such property; or enter into any

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<PAGE> 23

new, or amend or modify any existing, material contract, agreement, arrangement
or commitment other than in the ordinary course of business;

(j) Other than as may be specifically required or
permitted by this Agreement, authorize or make any material change in the
following or any of them: (i) business or operations, (ii) operational
policies, activities or practices, (iii) accounting policies, standards or
practices, except as may be required by changes in generally accepted
accounting principles as concurred in by C.R. Gibson's independent auditors;

(k) Except in the ordinary course of business, waive or
release any material right or other debt or claim; provided, however, that C.R.
Gibson may take any such action if, within five business days after C.R. Gibson
requests in writing that Acquiror consent to the taking of such action,
Acquiror has approved such request in writing or has not responded in writing
to such request;

(l) Amend, modify, terminate or fail to renew or
preserve the business organization, material rights, franchises, permits or
licenses of C.R. Gibson and the C.R. Gibson Subsidiaries;

(m) For any amount in excess of the sum of (i) $50,000,
(ii) the proceeds of any applicable insurance and (iii) any amounts reserved or
accrued by C.R. Gibson with respect to any litigation or potential litigation
as of June 30, 1995, settle or otherwise take any action to release or reduce
any rights with respect to any litigation (whether by counterclaim or
otherwise) in which C.R. Gibson or any of the C.R. Gibson Subsidiaries is or
becomes a defendant; or

(n) Enter into any agreement or obligation, the terms
of which would be violated by the consummation of the transactions contemplated
by this Agreement, take any action which would make any of its representations
or warranties contained herein untrue or incorrect in any material respect if
made or deemed to be made immediately thereafter, or cause any of the
conditions set forth in Article 8. hereof not to be satisfied.

5.2 Affirmative Covenants. C.R. Gibson covenants and agrees
with Acquiror and Merger Subsidiary that, from and after the date hereof until
the consummation of the Offer, except as specifically contemplated by this
Agreement and the Certificate of Merger or otherwise approved in writing by
Acquiror, each of C.R. Gibson and the C.R. Gibson Subsidiaries shall:

(a) Maintain its books, accounts and records in
accordance with generally accepted accounting principles consistently applied
except for changes required under applicable accounting principles;

(b) Comply in all material respects with all laws
applicable to the conduct of its business and with this Agreement, it being
understood, however, that this covenant shall not apply where the failure so to
comply could not reasonably be expected to have a

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<PAGE> 24

material adverse effect on the business, results of operations, properties or
financial condition of C.R. Gibson and the C.R. Gibson Subsidiaries on a
consolidated basis;

(c) Conduct its business only in the usual, regular and
ordinary course and in substantially the same manner as currently being
conducted;

(d) Duly and timely file all reports, tax returns and
other documents required to be filed with federal, state, local and other
authorities and, unless contesting the same in good faith after establishing
reasonable reserves, pay when required to be paid all taxes indicated by such
returns or otherwise lawfully levied or assessed upon C.R. Gibson or the C.R.
Gibson Subsidiaries or any of their properties;

(e) Use reasonable efforts to keep in force with
reputable insurers, at not less than present limits, commercial and other
similar insurance of the types currently maintained by it;

(f) Make all payments and contributions to and under
all Employee Plans on or before the date on which such payments and
contributions shall be due; and

(g) With respect to C.R. Gibson, make all filings
required to be filed by C.R. Gibson with the SEC prior to the Closing Date and
furnish to Acquiror copies of all such reports promptly after they are filed.

6. ADDITIONAL COVENANTS

6.1 Covenants of Acquiror. Acquiror hereby covenants and
agrees with C.R. Gibson as follows:

(a) Employees. Acquiror shall have the right (but not
the obligation) to employ, as officers and employees of Acquiror or the
Surviving Corporation or other subsidiaries of Acquiror immediately following
the Effective Time, all persons who are officers and employees of C.R. Gibson
or the C.R. Gibson Subsidiaries immediately before the Effective Time;
provided, however, that this provision imposes no obligation on any officer or
employee to accept employment with Acquiror or any of its subsidiaries.

(b) Employee Benefits. (i) Acquiror shall, with
respect to each person who remains an employee of the Surviving Corporation or
any of its subsidiaries following the consummation of the Offer (each a
"Continued Employee"), provide the benefits described in this Section 6.1.(b);
(ii) each Continued Employee shall be eligible, as an employee of Acquiror or
any of its subsidiaries, to participate in such employee benefit plans, as
defined in Section 3(3) of ERISA, or nonqualified employee benefit plans or
deferred compensation, stock option, bonus or incentive plans or other employee
benefit or fringe benefit programs on terms that are no less favorable than
those available to other employees of Acquiror (the "Acquiror's Plans"). For
purposes of vesting and eligibility to begin participation with respect to
Acquiror's Plans, each

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<PAGE> 25

Continued Employee shall be credited with his or her term of service with C.R.
Gibson or the C.R. Gibson Subsidiaries.

(c) Employment Agreements. As of the consummation of
the Offer, the Acquiror shall assume and agree to perform the Employment
Agreements in the same manner and to the same extent that C.R. Gibson is then
required to perform them.

(d) Indemnification. Acquiror agrees that provisions
for indemnification not materially less favorable than those now existing in
favor of the employees, agents, directors or officers of C.R. Gibson or any of
the C.R. Gibson Subsidiaries as provided in their respective certificate or
articles of incorporation or by-laws or pursuant to any agreement shall survive
the Merger and shall continue in full force and effect with respect to acts or
omissions occurring prior to the Effective Time for a period of six years. In
the event of any claim or litigation giving rise to such indemnification,
Acquiror will provide the indemnified party with reasonable access to and the
right to copy all documents and other information relating to the subject
matter of the litigation and will reasonably cooperate in the defense of such
litigation. Acquiror agrees to maintain for a period of two years directors'
and officers' liability insurance coverage maintained by C.R. Gibson on the
date hereof (or substantially equivalent coverage under substitute policies)
with respect to any claims arising out of any actions or omissions prior to the
Effective Time.

(e) Amendment of Offer. Acquiror and Merger Subsidiary
reserve the right to waive any condition set forth in Exhibit A to this
Agreement, to increase the price per share payable in the Offer or to make
other changes in the terms and conditions of the Offer, provided that no change
may be made which decreases the price per share payable or the maximum number
of shares to be purchased in the Offer or which imposes conditions to the Offer
additional to those set forth in Exhibit A to this Agreement without the prior
approval of the Board of Directors of C.R. Gibson.

6.2 Joint Covenants. Each of the parties hereto covenants and
agrees with the other as follows:

(a) Certain Events. If, prior to the consummation of
the Offer, either party becomes aware of the occurrence of any event which
would (i) constitute or cause a material breach by it of any of the
representations and warranties herein or would have constituted or caused a
material breach by it of the representations and warranties herein had such
event occurred or been known prior to the date hereof or (ii) cause, or be
reasonably likely to cause, any condition included in Article 8. hereof not to
be satisfied, such party shall promptly give written notice thereof to the
other party, and shall, unless the same has been waived in writing by the other
party, use its reasonable efforts to remedy the same.

(b) Taking of Necessary Action. Subject to the terms
and conditions of this Agreement, each party shall use its best efforts to take
or cause to be taken all actions and to do or cause to be done all things
necessary, proper or advisable under applicable laws and

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regulations to bring about the transactions contemplated by this Agreement and
the Certificate of Merger as soon as practicable, including without limitation
obtaining the approval of this Agreement and the Merger as promptly as
practicable following consummation of the Offer, unless this Agreement is
terminated as provided herein, and shall not willfully or intentionally breach
this Agreement or the Certificate of Merger.

(c) Press Releases. No public announcement of the
execution of this Agreement or the transactions contemplated hereby shall be
made by or on behalf of C.R. Gibson or Acquiror or Merger Subsidiary except in
a press release mutually agreed upon by C.R. Gibson and Acquiror. C.R. Gibson
and Acquiror shall cooperate in the development and distribution of all news
releases and other public disclosures with respect to the transactions
contemplated by this Agreement and shall not issue any press release or written
statement for general circulation relating to this Agreement or the
transactions contemplated hereby without the mutual agreement of C.R. Gibson
and Acquiror, unless disclosure is otherwise required under laws or regulations
applicable to C.R. Gibson or Acquiror.

(d) Cooperation; Access to Information. Each party
shall cooperate fully with the other in carrying out the transactions
contemplated hereby or by the Certificate of Merger. On and after the date
hereof, C.R. Gibson shall, after receipt of prior written notice, give to
Acquiror and its representatives reasonable access to its and its subsidiaries'
books, records, reports to regulatory authorities, offices and other facilities
and to its and its subsidiaries' employees, agents, attorneys and independent
accountants, and shall comply with all reasonable requests for the furnishing
of financial statements (including all its monthly and quarterly financial
statements) and other information and documents, subject to limitations upon
the disclosure of certain matters imposed by law or as to which it has an
obligation to its or its subsidiaries' customers to maintain confidentiality.
The availability or actual delivery of information shall not affect the
covenants, representations and warranties of the party providing such
information that are contained in this Agreement or in the Certificate of
Merger or in any certificates or other documents delivered pursuant hereto, or
any of the rights of the recipient of such information. In the event that this
Agreement is terminated, Acquiror shall return all nonpublic documents
furnished hereunder, shall destroy all documents or portions thereof prepared
by Acquiror that contain nonpublic information furnished by C.R. Gibson
pursuant hereto and, in any event, shall hold all nonpublic information
received pursuant hereto in the same degree of confidence with which it
maintains its own like information unless or until such information is or
becomes a matter of public knowledge or is or becomes known to Acquiror through
persons (other than the party providing such information) having no obligation
to maintain such information in confidence. Notwithstanding any other
provision hereof, the parties hereto shall continue to be bound by all
confidentiality agreements previously executed by and between them.

(e) Consents; Stockholder Approval. Each party shall
use its best efforts to obtain as promptly as practicable (and in any event
prior to the Closing) all consents or waivers that may be required under any
loan or other agreement or document to which it or any of its subsidiaries is a
party, or by which it or any of its subsidiaries is bound, and to obtain, give
and make as promptly as practicable such other consents, approvals, notices and
filings as are

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necessary or advisable in connection with the Offer, the Merger and this
Agreement. C.R. Gibson shall, through its Board of Directors, call a meeting
of the holders of the C.R. Gibson Common to be held as soon as practicable
following the consummation of the Offer or accept written consents from
stockholders of C.R. Gibson for the purpose of approving this Agreement and the
Merger. C.R. Gibson shall, through its Board of Directors (subject to the
provisions of Section 6.3.(a)), recommend approval of this Agreement and the
Merger and as reasonably requested by Acquiror shall use its best efforts
(including, without limitation, soliciting proxies for such approval, if
necessary) to obtain such stockholder approval. At any such meeting, all
outstanding shares of C.R. Gibson Common then owned by Acquiror, Merger
Subsidiary or any of the Acquiror Subsidiaries will be voted in favor of the
Merger and for approval and adoption of this Agreement.

6.3 Additional Covenants of C.R. Gibson. Except as
specifically contemplated by this Agreement or otherwise approved in writing by
Acquiror, C.R. Gibson further covenants and agrees with Acquiror as follows:

(a) Acquisition Proposals. C.R. Gibson agrees (a) that
neither it nor any of the C.R. Gibson Subsidiaries shall, and it shall direct
and use its best efforts to cause its and the C.R. Gibson Subsidiaries'
officers, directors, employees, agents, representatives and affiliates
(including, without limitation, any investment banker, attorney or accountant
retained by it or any of the C.R. Gibson Subsidiaries) (collectively, the "C.R.
Gibson Representatives") not to, initiate, solicit or encourage, directly or
indirectly, any inquiries or the making or implementation of any proposal or
offer (including, without limitation, any proposal or offer to its stockholders
but excluding the transaction contemplated by this Agreement) with respect to a
merger, acquisition, consolidation, business combination, recapitalization,
liquidation or similar transaction involving, or any purchase of a significant
amount of the assets of or more than 25% of any equity securities of, C.R.
Gibson (any such proposal or offering being hereinafter referred to as an
"Acquisition Proposal") or engage or participate in any negotiations or
discussions concerning, or provide any confidential information or data to, or
have any discussions with, any corporation, partnership, person or other entity
or group relating to any Acquisition Proposal, or otherwise assist or
facilitate any effort to attempt to make or implement an Acquisition Proposal;
(b) that it will immediately cease and cause to be terminated any existing
activities, discussions or negotiations with any parties conducted heretofore
with respect to any of the foregoing and will take the necessary steps to
inform the individuals or entities referred to above of the obligations
undertaken in this Section 6.3.(a); and (c) that it will notify Acquiror
promptly if any such inquiries or proposals (whether formal or informal) are
received by, any such information is requested from, or any such negotiations
or discussions are sought to be initiated or continued with it or any of the
C.R. Gibson Representatives and will promptly communicate to Acquiror the terms
of any proposal or inquiry which it may receive. Notwithstanding the foregoing
and provided none of C.R. Gibson, the C.R. Gibson Subsidiaries or the C.R.
Gibson Representatives is otherwise in violation of this Section 6.3.(a), the
Board of Directors of C.R. Gibson may furnish information to, or enter into
discussions or negotiations with, any person that makes an unsolicited bona
fide proposal in writing, not subject to any financing contingency, to acquire
C.R. Gibson pursuant to a merger, consolidation, share exchange, purchase of a
substantial portion of the assets, business combination or other similar
transaction, if, and only to the extent

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<PAGE> 28

that (A) the Board of Directors determines in good faith (based on the written
opinion of C.R. Gibson's outside counsel) that such action is required for the
Board of Directors to comply with its fiduciary duties to stockholders imposed
by law, (B) the Board of Directors determines in good faith (based on the
written opinion of a financial advisor of nationally recognized reputation)
that such transaction would be more favorable to C.R. Gibson's stockholders
than the Offer; (C) prior to or concurrently with furnishing such information
to, or entering into discussions or negotiations with, such a person or entity,
C.R. Gibson provides written notice to Acquiror to the effect that it is
furnishing information to, or entering into discussions or negotiations with,
such a person or entity, and (D) C.R. Gibson keeps Acquiror informed of the
status of any such discussions or negotiations.

(b) State Takeover Laws. C.R. Gibson shall use its
best efforts in good faith to take all reasonable steps required to be taken on
or after the date hereof to exempt the transactions contemplated by this
Agreement and the Certificate of Merger and any business combination between
C.R. Gibson and Acquiror from any applicable state takeover law, including,
without limitation, any business combination law.

(c) Confidentiality Agreements. C.R. Gibson shall not
terminate, amend, modify or waive any provision of any confidentiality or
standstill agreement to which C.R. Gibson or any of the C.R. Gibson
Subsidiaries is a party. C.R. Gibson agrees to enforce, to the extent
reasonably requested by Acquiror, the provisions of any such agreements,
including, but not limited to, the seeking of injunctions to prevent any
breaches of such agreements and to enforce specifically the terms and
provisions thereof in any court of the United States or any state thereof
having jurisdiction.

(d) Adjustments to Reserves. Prior to the consummation
of the Offer, C.R. Gibson shall review and, to the extent determined necessary
or advisable, consistent with generally accepted accounting principles and the
accounting rules, regulations and interpretations of the SEC and its staff,
modify and change its accrual and reserve policies and practices (including
classifications and levels of reserves and other accruals and reserves to (i)
reflect the Surviving Corporation's plans with respect to the conduct of C.R.
Gibson's business following the Merger and (ii) make adequate provision and
accrue for the costs and expenses relating thereto including without limitation
expenses relating to taxes, stock option plans, employment agreements,
severance benefits and split dollar insurance premiums) so as to be applied
consistently on a basis with those of Acquiror. Prior to consummation of the
Offer, C.R. Gibson also will adjust account receivables and inventory reserves
as may be appropriate, consistent with generally accepted accounting principles
and the accounting rules, regulations and interpretations of the SEC and its
staff, in light of the then anticipated post-Closing disposition of certain
C.R. Gibson assets. The parties agree to cooperate in preparing for the
implementation of the adjustments contemplated by this Section 6.3.(d).
Notwithstanding the foregoing, C.R. Gibson shall not be obligated to take in
any respect of any such action pursuant to this Section 6.3.(d) (other than
pursuant to the preceding sentence) unless and until Acquiror acknowledges in
writing that all conditions to its obligation to consummate the Offer have been
satisfied. But, upon such acknowledgement, C.R. Gibson will take such actions
as are necessary to complete the payments, expenses and adjustments
contemplated by this Section 6.3.(d).

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<PAGE> 29

7. SECURITIES LAW FILINGS AND HSR FILING

7.1 Preparation of Proxy or Information Statement. If
necessary to consummate the Merger promptly after the termination or expiration
of the Offer, C.R. Gibson shall prepare and each of the parties hereto will
cooperate fully with each other in such preparation, of a proxy statement of
C.R. Gibson, for solicitation of proxies in connection with the meeting of
stockholders referred to in Section 6.2.(e) hereof or an information statement
relating to the Merger if no such solicitation of proxies is required under
applicable law (any such proxy statement or information statement being
collectively referred to herein as the "Proxy or Information Statement") (and
any and all amendments thereto) and supply all information necessary, in the
opinion of their respective counsel, in order to complete the preparation of
the Proxy Statement.

7.2 Hart-Scott-Rodino Filing. Each of the parties hereto shall
use its best efforts in good faith to take or cause to be taken all such steps
as shall be necessary or advisable to effectuate the filing of a Notification
and Report Form under the Hart-Scott-Rodino Antitrust Improvements Act of 1976
(the "HSR Act") in connection with the Offer and the Merger. Without limiting
the generality of the undertaking in this Section 7.2., the Acquiror shall:

(a) take promptly any or all of the following actions
to the extent reasonably necessary to eliminate any concerns on the part of any
federal, state, local or foreign governmental authority with jurisdiction over
the enforcement of any applicable antitrust laws ("Government Antitrust
Authority") regarding the legality under any antitrust law of the consummation
of the Offer or the Merger: entering into negotiations, providing information,
making proposals, entering into and performing agreements or submitting to
judicial or administrative orders, or selling or otherwise disposing of, or
holding separate (through the establishment of a trust or otherwise),
particular assets or categories of assets, or businesses, of C.R. Gibson or any
of the C.R. Gibson Subsidiaries;

(b) use its best reasonable efforts to prevent the
entry in a judicial or administrative proceeding brought under any antitrust
law by any Government Antitrust Authority or any other party of the permanent
or preliminary injunction or other order that would make consummation of the
Offer or the Merger in accordance with the terms of this Agreement unlawful or
that would prevent or delay such consummation, including without limitation
taking the steps contemplated by Section 7.2.(a);

(c) take promptly, in the event that such an injunction
or order has been issued in such a proceeding, any and all steps, including,
without limitation, the appeal thereof, the posting of a bond or the steps
contemplated by Section 7.2.(a), reasonably necessary to vacate, modify or
suspend such injunction or order so as to permit such consummation as promptly
as practicable; and

(d) take promptly all other actions and do all other
things reasonably necessary and proper to avoid or eliminate each and every
impediment under any antitrust law

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<PAGE> 30

that may be asserted by any Government Antitrust Authority or any other party
to the consummation of the Offer or the Merger in accordance with the terms of
this Agreement.

8. CONDITIONS

8.1 Fairness Letter. It shall be a condition to the obligation
of the Board of Directors of C.R. Gibson to recommend acceptance of the Offer
that C.R. Gibson shall have received a letter from Goldman, Sachs & Co., dated
the date of the Schedule 14D-9, to the effect that the consideration to be
received by the holders of C.R. Gibson Common pursuant to this Agreement is
fair to such holders.

8.2 Condition to Consummation of Merger. It shall be a
condition to the obligations of Acquiror, Merger Subsidiary and C.R. Gibson to
cause the Merger to be consummated that the Offer has been consummated.

8.3 Closing. Subject to the satisfaction or waiver of the
condition precedent specified in Section 8.2. hereof and of the terms set
forth herein, the consummation of the transactions contemplated hereby (the
"Closing") shall take place at the offices of Acquiror in Nashville, Tennessee,
at 10:00 am local time on the fifth business day after the later of the date
upon which the waiting period specified in Section (b) of Exhibit A hereto has
expired or been terminated or the date stockholder approval of the Merger is
obtained (or at such other place or on such other date and time as the parties
may agree) (the "Closing Date") At the Closing, the parties shall execute the
Certificate of Merger and such other documents as may be deemed necessary or
advisable in the opinion of Acquiror or C.R. Gibson to effectuate the Merger as
promptly as practicable. At the Closing, the parties shall cause their
representatives to file the Certificate of Merger with the Secretary of State
of the State of Delaware and shall take such other actions as may be deemed
necessary or advisable in the opinion of Acquiror or C.R. Gibson to effectuate
the Merger.

9. ABANDONMENT AND TERMINATION OF THE MERGER

9.1 Termination. This Agreement and the Certificate of Merger
may be abandoned and terminated at any time before the Effective Time, whether
before or after any stockholder action, as follows:

(a) At any time prior to consummation of the Offer, by
the mutual consent of C.R. Gibson and Acquiror evidenced in a written
instrument;

(b) At any time prior to consummation of the Offer, by
C.R. Gibson or Acquiror if there shall have been a judicial or regulatory
determination that any material provision of this Agreement or the Certificate
of Merger is illegal, invalid, or unenforceable (unless the illegal, invalid or
unenforceable provision is waived by the party whom such provision is intended
to benefit);

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<PAGE> 31

(c) By C.R. Gibson or Acquiror, if the Offer shall
expire or have been terminated on or after March 31, 1996 without any shares of
C.R. Gibson Common being purchased thereunder; provided, however, that the
right to terminate this Agreement pursuant to this clause shall not be
available to any party whose failure to fulfill any covenant of this Agreement
has been the cause of, or resulted in the failure of the Offer to have been
consummated on or prior to such date;

(d) By Acquiror (i) in the event any representation or
warranty of C.R. Gibson contained herein is or becomes materially inaccurate or
any covenant or agreement of C.R. Gibson is materially breached by C.R. Gibson
prior to consummation of the Offer, (ii) C.R. Gibson fails to cure such
inaccuracy or breach within 30 days of its receipt of written notice thereof
from Acquiror and (iii) Acquiror provides C.R. Gibson with a written notice of
termination within 30 days after the earlier of the expiration of such 30-day
period or the date it receives a written notice from C.R. Gibson stating that
C.R. Gibson is unable or unwilling to cure such inaccuracy or breach; or

(e) By C.R. Gibson (i) in the event any representation
or warranty of Acquiror or Merger Subsidiary contained herein is or becomes
materially inaccurate or any covenant or agreement of Acquiror or Merger
Subsidiary is materially breached by Acquiror or Merger Subsidiary, (ii)
Acquiror or Merger Subsidiary fails to cure such inaccuracy or breach within 30
days of its receipt of written notice thereof from C.R. Gibson and (iii) C.R.
Gibson provides Acquiror or Merger Subsidiary with written notice of
termination within 30 days after the earlier of the expiration of such 30-day
period or the date it receives written notice from Acquiror or Merger
Subsidiary stating that Acquiror or Merger Subsidiary is unable or unwilling to
cure such inaccuracy or breach.

In the event any party elects to effect any termination as set forth
in Section 9.1. above, it shall give written notice to the other party hereto
specifying the basis for such termination.

9.2 Effect of Termination. In the event of termination of this
Agreement pursuant to Section 9.1. hereof, this Agreement (and the Certificate
of Merger, if it shall have been executed and delivered prior thereto) shall
become void and have no effect, except that the penultimate sentence of Section
6.2.(d), Section 9.3. and Section 10.1. shall remain in full force and effect,
and there shall be no further liability on the part of Acquiror, Merger
Subsidiary or C.R. Gibson or their respective officers or directors to any of
the others except under such Sections and except for any liability arising out
of a breach of this Agreement.

9.3 Fees and Expenses Upon Certain Events. In the event that
(A) any person (other than Acquiror or any of its affiliates) shall have
become, prior to the termination of this Agreement, the beneficial owner of 50%
or more of the outstanding shares of C.R. Gibson Common, (B) the Offer shall
have expired at a time when the condition set forth in paragraph (a) of Exhibit
A hereto shall not have been satisfied and at any time on or prior to one year
after the expiration of the Offer any person (other than Acquiror or any of its
affiliates) shall acquire beneficial ownership of 50% or more of the
outstanding shares of C.R. Gibson Common or shall

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<PAGE> 32

consummate an Acquisition Proposal, (C) at any time prior to the termination of
this Agreement, any person (other than Acquiror or any of its affiliates) shall
publicly announce any Acquisition Proposal and, at any time on or prior to one
year after the termination of this Agreement, shall become the beneficial owner
of 50% or more of the outstanding shares of C.R. Gibson Common or shall
consummate an Acquisition Proposal, then C.R. Gibson shall promptly, but in no
event later than two business days after the first of such events to occur, pay
Acquiror $3.0 million and Acquiror's Expenses (as hereinafter defined) in an
amount up to but not to exceed $500,000 by wire transfer of same day funds. In
the event the Board of Directors of C.R. Gibson shall modify or amend its
recommendation of the Offer in a manner adverse to Acquiror or shall withdraw
its recommendation of the Offer, or shall resolve to do any of the foregoing,
or shall have failed to reject any Acquisition Proposal within 10 business days
after receipt by C.R. Gibson or public announcement thereof, then C.R. Gibson
shall pay Acquiror's Expenses (up to $500,000) within five business days of the
submission of statements therefor. "Acquiror's Expenses" shall mean documented
out-of-pocket fees and expenses incurred or paid by or on behalf of Acquiror in
connection with the Offer, the Merger or the consummation of any of the
transactions contemplated by this Agreement, including, without limitation, all
legal, investment banking, printing, depositary and related fees and expenses.
C.R. Gibson acknowledges that the agreements contained in this Section 9.3. are
an integral part of the transactions contemplated in this Agreement;
accordingly, if C.R. Gibson fails to promptly pay the amount due pursuant to
this Section 9.3., and, in order to obtain such payment, Acquiror commences a
suit which results in a judgment against C.R. Gibson for the fee set forth in
this Section 9.3., C.R. Gibson shall pay to Acquiror its costs and expenses
(including attorneys' fees) in connection with such suit, together with
interest on the amount of the fee at the rate of 10% per annum.

10. EXPENSES

10.1 Expenses. Except as otherwise provided herein, the costs
and expenses (out of pocket or otherwise) incurred by the parties in connection
with the transactions contemplated by this Agreement and the Certificate of
Merger shall be borne as follows:

(a) Acquiror's Expenses. Acquiror shall bear all fees
and expenses of its and Merger Subsidiary's counsel, accountants and investment
bankers, and all other costs and expenses incurred by it and Merger Subsidiary
in preparation of this Agreement, the Offer Documents to be distributed by it,
and the Certificate of Merger, its preparation and filing and prosecution of
all applications for regulatory approval and any appeals therefrom and filings
made under the HSR Act (including all blue sky fees and expenses) and the cost
of the printing and filing of the Proxy or Information Statement.

(b) C.R. Gibson's Expenses. C.R. Gibson shall bear all
fees and expenses of its counsel, accountants and investment bankers and all
other costs and expenses incurred by it in preparation of this Agreement and
the Certificate of Merger and the calling and holding of a meeting of its
stockholders to consider and act upon this Agreement and the Merger and the
furnishing of information to or other cooperation with Acquiror in connection
with preparation of the Offer Documents and any securities filings and
regulatory applications, and any appeals therefrom.

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<PAGE> 33

11. AMENDMENT AND WAIVER

11.1 Amendment. The parties hereto may amend, modify or
supplement this Agreement in whole or in part by written agreement between the
parties hereto specifically referring to the provision or provisions to be
amended, modified or supplemented at any time before or after the adoption of
this Agreement and the Certificate of Merger by the stockholders contemplated
hereby; provided, however, that after any such stockholder approval any such
amendment will be subject to further approval of such stockholders if such
further approval is required under Delaware law; provided, further, that any
amendment hereof after consummation of the Offer which would decrease the
Exchange Price or impose additional conditions on the obligation of Acquiror or
Merger Subsidiary to consummate the Merger shall become effective only if
approved by the holders of a majority of the C.R. Gibson Common then
outstanding which is not owned by Acquiror, Merger Subsidiary or any of the
Acquiror Subsidiaries.

11.2 Waiver; Cumulative Rights. Any terms or provisions of this
Agreement (other than the requirement for stockholder approval or any other
matter which cannot under applicable law be waived such as filings required by
the HSR Act) may be waived at any time by the party which is entitled to the
benefits thereof by an instrument in writing specifically referring to the
provision or provisions to be waived. Each and every right granted to any
party hereunder or under the Certificate of Merger, or under any other document
delivered in connection herewith or therewith, and each and every right allowed
it by law or equity, shall be cumulative and may be exercised from time to
time. The failure of either party at any time or times to require performance
of any provision hereof shall in no manner affect such party's right at a later
time to enforce the same. No waiver by either party of a condition or of the
breach of any term, covenant, representation or warranty contained in this
Agreement or the Certificate of Merger, in any one or more instances, shall be
deemed to be or construed as a further or continuing waiver of any such
condition or breach or a waiver of any other condition or of the breach of any
other term, covenant, representation or warranty of this Agreement or the
Certificate of Merger. No investigation, review or audit by Acquiror of C.R.
Gibson or by C.R. Gibson of Acquiror prior to or after the date hereof shall
stop or prevent Acquiror or C.R. Gibson from exercising any right hereunder or
be deemed to be a waiver of any such right.

12. NOTICES

12.1 Notices. All notices, requests, demands, and other
communications hereunder shall be in writing and shall be deemed to have been
duly given if personally delivered or delivered by reliable overnight courier
or by facsimile transmission or mailed, first class postage prepaid (and shall
be deemed delivered upon delivery) as follows:

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<PAGE> 34

To Acquiror:

Thomas Nelson, Inc.
Nelson Place at Elm Hill Pike
Nashville, Tennessee 37214
Attn: President

Facsimile number: (615) 883-6353

with required copies to:

James H. Cheek, III
Bass, Berry & Sims
First American Center
Nashville, Tennessee 37238

Facsimile number: (615) 742-6298

To C.R. Gibson:

The C.R. Gibson Company
32 Knight Street
Norwalk, Connecticut 06856
Attn: Frank A. Rosenberry, President and Chief Executive Officer

Facsimile Number: (203) 847-7613

with required copies to:

Paul G. Hughes, Esq.
Cummings & Lockwood
P.O. Box 120
Four Stamford Plaza
Stamford, Connecticut 06904

Facsimile Number: (203) 351-4499

or to such other address and to such other or additional persons as either
party hereto may designate in a writing delivered to the other hereunder.

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13. DEFINITIONS

13.1 "1934 Act" shall have the meaning assigned to it in
Section 1.1. of this Agreement.

13.2 "Acquiror" shall have the meaning assigned to it in the
first paragraph of this Agreement.

13.3 "Acquiror Subsidiaries" shall have the meaning assigned
to it in Section 2.1. of this Agreement.

13.4 "Acquiror's Plans" shall have the meaning assigned to it
in Section 6.1.(b) of this Agreement.

13.5 "Acquisition Proposal" shall have the meaning assigned to
it in Section 6.3.(a) of this Agreement.

13.6 "Agreement" shall mean this Tender Offer and Merger
Agreement as the same may be amended from time to time.

13.7 "C.R. Gibson" shall have the meaning assigned to it in
the first paragraph of this Agreement.

13.8 "C.R. Gibson Common" shall have the meaning assigned to
it in Section 2.1. of this Agreement.

13.9 "C.R. Gibson Intellectual Property" shall have the
meaning assigned to it in Section 4.19. of this Agreement.

13.10 "C.R. Gibson Preferred Stock" shall have the meaning
assigned to it in Section 4.1.(a) of this Agreement.

13.11 "C.R. Gibson Reports" shall have the meaning assigned to
it in Section 4.5. of this Agreement.

13.12 "C.R. Gibson Representatives" shall have the meaning
assigned to it in Section 6.3.(a) of this Agreement.

13.13 "C.R. Gibson Subsidiaries" shall mean the corporations
listed on Schedule 4.1.(b) hereto.

13.14 "Certificate of Merger" shall have the meaning assigned
to it in Section 2.1. of this Agreement.

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<PAGE> 36

13.15 "Closing Date" shall have the meaning assigned to it in
Section 8.3. of this Agreement.

13.16 Acquiror's Expenses" shall have the meaning assigned to
it in Section 9.3. of this Agreement.

13.17 "Closing" shall have the meaning assigned to it in
Section 8.3. of this Agreement.

13.18 "Code" shall have the meaning assigned to it in Section
4.12.(a) of this Agreement.

13.19 "Continued Employee" shall have the meaning assigned to
it in Section 6.1.(b) of this Agreement.

13.20 "Dissenting Shares" shall have the meaning assigned to it
in Section 2.1. of this Agreement.

13.21 "Dissenting Stockholder" shall have the meaning assigned
to it in Section 2.1. of this Agreement.

13.22 "ERISA" shall have the meaning assigned to it in Section
4.12.(a) of this Agreement.

13.23 "Effective Date" shall have the meaning assigned to it in
Section 2.1. of this Agreement.

13.24 "Effective Time" shall have the meaning assigned to it in
Section 2.1. of this Agreement.

13.25 "Employee Plan" shall have the meaning assigned to it in
Section 4.12.(a) of this Agreement.

13.26 "Employee Plans" shall have the meaning assigned to it in
Section 4.12.(a) of this Agreement.

13.27 "Employment Agreements" shall mean the Employment
Agreements listed on Schedule 13.27. hereto.

13.28 "Environmental Laws" shall mean any state or federal
environmental statute, code, authorization, regulation or ordinance relating to
the protection, preservation or restoration of the environment.

13.29 "Exchange Price" shall have the meaning assigned to it in
Section 2.1. of this Agreement.

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<PAGE> 37

13.30 "GCL" shall have the meaning assigned to it in Section
4.2. of this Agreement.

13.31 "Government Antitrust Authority" shall have the meaning
assigned to it in Section 7.2. of this Agreement.

13.32 "HSR Act" shall have the meaning assigned to it in
Section 7.2. of this Agreement.

13.33 "Merger" shall have the meaning assigned to it in the
first "WHEREAS" clause of this Agreement.

13.34 "Merger Subsidiary" shall have the meaning assigned to it
in the first paragraph of this Agreement.

13.35 "Offer" shall have the meaning assigned to it in the
second "WHEREAS" clause of this Agreement.

13.36 "Offer Documents" shall have the same meaning assigned to
it in Section 3.3. of this Agreement.

13.37 "Offer Price" shall have the meaning assigned to it in
the second "WHEREAS" clause of this Agreement.

13.38 "Option Plan" shall have the meaning assigned to it in
Section 2.2. of this Agreement.

13.39 "Options" shall have the meaning assigned to it in
Section 2.2. of this Agreement.

13.40 "PBGC" shall have the meaning assigned to it in Section
4.12.(b)(iii) of this Agreement.

13.41 "Proxy or Information Statement" shall have the meaning
assigned to it in Section 7.2. of this Agreement.

13.42 "SEC" shall have the meaning assigned to it in Section
1.2. of this Agreement.

13.43 "Schedule 14D-9" shall have the meaning assigned to it in
Section 1.2. of this Agreement.

13.44 "Schedule 14D-1" shall have the meaning assigned to it in
Section 3.3. of this Agreement.

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<PAGE> 38

13.45 "Surviving Corporation" shall have the meaning assigned
to it in Section 2.1. of this Agreement.

13.46 "Taxes" shall have the meaning assigned to it in Section
4.9. of this Agreement.

14. OTHER PROVISIONS

14.1 Termination of Representations and Warranties. All
representations and warranties in this Agreement or in any closing certificate
delivered pursuant hereto shall expire with, and be terminated and extinguished
at, the consummation of the Offer.

14.2 Governing Law. Except where federal law specifically
applies, this Agreement shall be construed and interpreted according to the
laws of the State of Delaware without regard to conflicts of laws principles
thereof.

14.3 Whole Agreement. This Agreement together with the
exhibits and schedules hereto, embody the entire contract between the parties,
and no understanding or agreement, verbal or otherwise, with respect to the
subject matter hereof exists between the parties, except as expressly set forth
herein or in any such document.

14.4 Benefit and Binding Effect. This Agreement and the
Certificate of Merger shall be binding upon and inure to the benefit of the
parties named herein and therein and their respective successors and assigns;
provided, however, that neither this Agreement, the Certificate of Merger nor
any of the rights, interests or obligations hereunder or thereunder shall be
assigned by any of the parties hereto without the prior written consent of the
other party hereto. It is the intention of the parties hereto that, following
consummation of the Offer, the holders of C.R. Gibson Common then outstanding
other than Acquiror, Merger Subsidiary or any of the Acquiror Subsidiaries
shall be third party beneficiaries of this Agreement.

14.5 Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.

14.6 Headings. Article headings and section headings as
contained in this Agreement are inserted for convenience of reference only and
shall not affect the meaning or interpretation of this Agreement.

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<PAGE> 39

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of the date first above written.

<TABLE>
<S> <C>
ATTEST: THOMAS NELSON, INC.

/s/ Stuart A. Heaton By /s/ Joe L. Powers
--------------------------------- -------------------------------------------

Title: EVP & Secretary
----------------------------------------

ATTEST: NELSON ACQUISITION CORP.

/s/ Stuart A. Heaton By /s/ S. Joseph Moore
-------------------------------- --------------------------------------------

Title: President
-----------------------------------------

ATTEST: THE C.R. GIBSON COMPANY

/s/ James M. Harrison By /s/ Frank A. Rosenberry
------------------------------ -------------------------------------------
James M. Harrison Frank A. Rosenberry
Secretary President and Chief Executive Officer

</TABLE>

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<PAGE> 40

EXHIBITS

Exhibit A - Conditions of the Offer
Exhibit B - Certificate of Merger
<PAGE> 41

EXHIBIT A

Conditions of the Offer

Conditions to Consummation of Offer. The obligations of Acquiror and
Merger Subsidiary to cause the Offer to be consummated shall be subject to the
satisfaction on or before the consummation thereof of all of the following
conditions, except as Acquiror may waive such conditions in writing:

(a) Minimum Number of Shares Tendered. Not less than a
majority of the sum of the outstanding shares of C.R. Gibson Common and the
Options shall have been properly tendered and not withdrawn pursuant to the
Offer.

(b) Expiration or Termination of Waiting Period Under HSR
Act. The waiting period under the HSR Act applicable to the consummation of
the Offer shall have expired or been terminated.

(c) No Proceedings, Etc. None of Acquiror, Merger
Subsidiary or C.R. Gibson shall be subject to any order, decree or injunction
of a court or governmental agency of competent jurisdiction which enjoins or
prohibits the consummation of the transactions contemplated by this Agreement
or the exercise of control by Acquiror over C.R. Gibson following the Offer.

(d) Representations, Warranties and Covenants. Any
representations and warranties of C.R. Gibson contained in this Agreement that
are qualified as to materiality shall be true and correct and any of the
representations and warranties that are not so qualified shall be true and
correct in all material respects on and as of the date of consummation of the
Offer as if such representations and warranties were made on and as of the date
of such date (except where such representations and warranties are stated as of
a specific date), and C.R. Gibson shall have performed in all material respects
all agreements and covenants required by this Agreement to be performed by it
on or prior to such date, provided, however, that no representation and
warranty shall be deemed to have been breached and no covenant shall be deemed
to have been violated as a result of actions taken by C.R. Gibson pursuant to
Section 6.3.(d) of the Agreement.

(e) Officers' Certificates. C.R. Gibson shall have
furnished to Acquiror a certificate dated as of the date of consummation of the
Offer, signed by C.R. Gibson's Chief Executive Officer and Chief Financial
Officer, to the effect that (i) to the best knowledge of each of them, the
representations and warranties of C.R. Gibson contained in this Agreement are
true and correct in all material respects as of such date (except where such
representations and warranties are stated as of a specific date) and C.R.
Gibson has performed in all material respects all agreements, covenants and
obligations hereunder required to be performed by it on or prior to such date.
<PAGE> 42

(f) There shall not have occurred (i) any general
suspension of trading in, or limitation on prices for, securities on the New
York Stock Exchange, (ii) a declaration of a banking moratorium or any
suspension of payments in respect of banks in the United States, or (iii) any
material limitation (whether or not mandatory) by any governmental authority
on, or any other event which might materially affect the extension of credit
generally by lending institutions.

(g) There shall have not occurred any material adverse
change in the business, financial condition, results of operations or
properties of C.R. Gibson and the C.R. Gibson Subsidiaries on a consolidated
basis.

(h) (i) The Board of Directors of C.R. Gibson shall not
have withdrawn or modified in a manner adverse to Acquiror or Merger Subsidiary
its approval or recommendation of the Offer, the Merger or this Agreement, or
approved or recommended any Acquisition Proposal (other than with Acquiror or
any of its affiliates), (ii) C.R. Gibson shall not have entered into any
agreement with respect to any Acquisition Proposal (other than with Acquiror or
any of its affiliates) and (iii) the Board of Directors of C.R. Gibson or any
committee thereof shall not have resolved to take any of the foregoing actions.

-2-
<PAGE> 43

EXHIBIT B

CERTIFICATE OF MERGER

MERGER SUBSIDIARY

INTO

THE C.R. GIBSON COMPANY

The undersigned, The C.R. Gibson Company., a corporation
organized and existing under and by virtue of the General Corporation Law of
the State of Delaware, does hereby certify:

FIRST: That the name and state of incorporation of each of
the constituent corporations of the merger are as follows:

<TABLE>
<CAPTION>
NAME STATE OF INCORPORATION
---- ----------------------
<S> <C>
The C.R. Gibson Company Delaware
Nelson Acquisition Corp. Delaware
</TABLE>

SECOND: That a Tender Offer and Merger Agreement (the "Merger
Agreement") between Thomas Nelson, Inc., Nelson Acquisition Corp. and The C.R.
Gibson Company providing for the merger (the "Merger") of Nelson Acquisition
Corp. with and into The C.R. Gibson Company has been approved, adopted,
certified, executed and acknowledged by each of the constituent corporations in
accordance with the requirements of Section 252(c) of the General Corporation
Law of the State of Delaware.

THIRD: That the name of the surviving corporation of the
merger is The C.R. Gibson Company, a Delaware corporation.

FOURTH: That the Certificate of Incorporation of The C.R.
Gibson Company, a Delaware corporation, and the surviving corporation of the
Merger, shall be the Certificate of Incorporation of the surviving corporation
of the Merger.

FIFTH: That the executed Merger Agreement is on file at the
principal place of business of the surviving corporation, the address of which
is 32 Knight Street, Norwalk, Connecticut, 06856.
<PAGE> 44

SIXTH: That a copy of the Merger Agreement will be furnished
by the surviving corporation, on request and without cost, to any stockholder
of any constituent corporation.

Dated:
---------------------------

The C.R. Gibson Company
a Delaware corporation

By:
----------------------------------
Name: Frank A. Rosenberry
Title: President and Chief Executive Officer

-2-
<PAGE> 45

SCHEDULES

Schedule 2.2. List of Outstanding Options

Schedule 4.1.(b) Subsidiaries

Schedule 4.3. Certain Changes

Schedule 4.4. Consents

Schedule 4.8. Litigation

Schedule 4.9. Taxes

Schedule 4.12.(a) Employee Matters

Schedule 4.12.(f) Retirement Plans

Schedule 4.12.(g) Excess Parachute Payments

Schedule 4.12.(h) Severance and Related Matters

Schedule 4.13. Environmental Matters

Schedule 4.19. Intellectual Property

Schedule 13.27. Employment Agreements

<PAGE> 1
EXHIBIT (c)(2)

STOCK OPTION AGREEMENT

Stock Option Agreement dated as of September 13, 1995, by and
among Thomas Nelson, Inc., a Tennessee corporation ("Parent"), Nelson
Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of
Parent ("Purchaser"), and OVERSEAS PRIVATE INVESTOR PARTNERS ("Stockholder").

RECITALS

A. Concurrently herewith, Parent, Purchaser and The C.R.
Gibson Company, a Delaware corporation ("C.R. Gibson"), are entering into a
Tender Offer and Merger Agreement of even date herewith (the "Merger
Agreement"; capitalized terms used but not defined herein shall have the
meanings set forth in the Merger Agreement), which contemplates, among other
things, that Purchaser will commence a tender offer to purchase all outstanding
shares of C.R. Gibson Common at a price of $9.00 per share (the "Offer").
Subject to the terms and conditions of the Merger Agreement, the Offer will be
followed by a merger (the "Merger") of Purchaser with and into C.R. Gibson.

B. As of the date hereof, Stockholder owns 405,743
shares of the outstanding C.R. Gibson Common (the "Shares") and desires to (i)
grant to Purchaser the option to acquire all of such Shares at a per share
price equal to the greatest of (x) $9.00, (y) the price per share of C.R.
Gibson Common paid for C.R. Gibson purchased in the Offer or (z) the price paid
in any transaction in which any person or entity shall become the beneficial
owner of 50% or more of the outstanding shares of C.R. Gibson Common; (ii)
grant to Purchaser an irrevocable proxy covering the Shares; (iii) enter into
an agreement whereby the Stockholder agrees to tender and not withdraw the
Shares in the Offer; and (iv) agree not to dispose of the Shares or any
interest therein other than in accordance with this Agreement.

C. Parent and Purchaser will enter into the Merger
Agreement in part in reliance on Stockholder's representations, warranties and
agreements under this Agreement.

AGREEMENT

To implement the foregoing and in consideration of the mutual
agreements contained herein, the parties agree as follows:
<PAGE> 2
2

1. THE CONDITIONAL PURCHASE OPTION

1.1. GRANT OF OPTION. Stockholder hereby grants to Purchaser an
irrevocable option to purchase the Shares at a per share price equal to the
greatest of (i) $9.00, (ii) the price per share of C.R. Gibson Common paid for
C.R. Gibson Common purchased in the Offer or (iii) the price paid in any
transaction in which any person or entity shall become the beneficial owner of
50% or more of the C.R. Gibson Common and on the terms and subject to the
conditions set forth herein (the "Option").

1.2 EXERCISE OF OPTION.

(a) The Option may be exercised by Purchaser (or its
designee, which designee must be Parent or a direct or indirect wholly owned
subsidiary of Parent), in whole or in part, at any time, or from time to time,
during the period beginning on the final business day before the expiration
date of the Offer and ending on the Expiration Date. As used herein, the term
"Expiration Date" means the first to occur of any of the following dates:

(x) consummation of the Offer; or (y) the termination of the
Merger Agreement pursuant to its terms (unless Purchaser has
theretofore sent the written notice specified in Section 1.2(b)).

(b) If Purchaser wishes to exercise the Option (the "Option
Purchase"), Purchaser shall send a written notice to Stockholder of its
intention to exercise the Option, specifying the number of Shares to be
purchased, whether Purchaser and/or a designee of Purchaser will be purchasing
the Shares and the place, and, if then known, time and date of the closing of
such purchase (the "Closing Date" or the "Closing"), which date shall not be
less than two business days nor more than ten business days from the date on
which such notice is delivered; provided, that the Closing shall be held only
if (i) such purchase would not otherwise violate or cause the violation of, any
applicable law or regulations (including, the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended (the "HSR Act"), the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and the rules and regulations
thereunder, or the rules of the New York Stock Exchange or American Stock
Exchange, (ii) no statute, rule, regulation, decree, order or injunction shall
have been promulgated, enacted, entered into or enforced by any governmental
agency or authority or court which prohibits delivery of the Shares, whether
temporary, preliminary or permanent (provided, however, that the parties hereto
shall use their reasonable efforts to have any such order, decree or injunction
vacated or reversed) and (iii) there has been no material breach of the Merger
Agreement by the Purchaser or Parent. In the event the Closing is delayed as a
result of clause (i) or (ii) above, the Closing Date shall be within five
business days following the cessation of such violation,
<PAGE> 3

statute, rule, regulation, decree, order or injunction, as the case may be but
not later than the Expiration Date.

If within one year following an exercise of the Option, there
occurs a transaction in which any person or entity (other than Purchaser,
Parent or an affiliate of either of them) becomes the beneficial owner of 50%
or more of the C.R. Gibson Common and in which the consideration paid to
Purchaser or Parent exceeds the exercise price of the Option, the Purchaser
will, promptly following consummation of such transaction, pay to the
Stockholder an amount equal to the excess of the consideration paid in such
transaction per share of C.R. Gibson Common over the exercise price per share,
multiplied by the number of shares acquired upon exercise of the Option. The
provisions of this paragraph shall terminate at such time as Purchaser, Parent
or any affiliate of either of them owns 100% of the C.R. Gibson Common then
outstanding.

Notwithstanding the foregoing, if a transaction is proposed in
which any person or entity (other than Purchaser, Parent or an affiliate of
either of them) would become the beneficial owner of 50% or more of the
outstanding C.R. Gibson Common and if the exercise price per share under the
Option shall be the amount proposed to be paid in such transaction, any notice
given pursuant to this Section 1.2(b) shall be given to Stockholder not less
than five business days prior to the termination of Stockholder's rights to
participate in such transaction. In the event notice of exercise is given by
Purchaser in accordance with the preceding sentence, the obligation of
Purchaser to purchase the Shares described in such notice shall be subject to
the condition that the transaction in which the person or entity would become
the beneficial owner of 50% or more of the C.R. Gibson Common shall have been
consummated.

2. AGREEMENT TO TENDER SHARES. Stockholder agrees to accept the Offer,
to tender the Shares into the Offer and not to withdraw such Shares prior to
consummation of the Offer or withdrawal of the Offer by Purchaser, unless a
transaction is proposed in which any person or entity (other than Purchaser or
Parent) would become the beneficial owner of 50% or more of the outstanding
C.R. Gibson Common and Purchaser shall not have exercised the Option.

3. IRREVOCABLE PROXY. Stockholder hereby irrevocably appoints S. Joseph
Moore and Joe L. Powers, or either of them, as its attorney and proxy, with
full power of substitution, to vote or to express written consent or dissent in
such manner as such attorney and proxy or its substitute shall, in its sole
discretion, deem proper, and otherwise act (including pursuant to any corporate
action in writing without a meeting) with respect to all of the Shares which it
is entitled to vote at any meeting of stockholders (whether annual or special
and whether or not an adjourned meeting) of C.R. Gibson, or pursuant to written
action taken in lieu of any such meeting or otherwise; provided, however, that
Stockholder grants a proxy hereunder only with respect to the following matters
(the "Designated
<PAGE> 4

Matters"): (i) votes or consents with respect to the Merger; (ii) votes or
consents with respect to any action or agreement that would result in a breach
of any covenant, representation or warranty or any other obligation or
agreement of C.R. Gibson under the Merger Agreement; (iii) votes or consents
with respect to any action or agreement that would impede, interfere with,
delay, postpone or attempt to discourage the Offer or the Merger, including,
but not limited to, (a) any extraordinary corporate transaction (other than the
Offer and the Merger), such as a merger, other business combination,
reorganization or liquidation involving C.R. Gibson, (b) a sale or transfer of
a material amount of assets of C.R. Gibson or any of its subsidiaries, (c) any
change in the board of directors of C.R. Gibson, except as otherwise agreed to
in writing by Parent, or (d) any material change in the present capitalization
of C.R. Gibson; and (iv) votes or consents relating to any other material
change in the corporate structure or business of C.R. Gibson. This proxy is
irrevocable, is coupled with an interest sufficient in law to support an
irrevocable proxy and is granted in consideration of and as an inducement to
cause the Parent and Purchaser to enter into the transactions contemplated by
this Agreement and the Merger Agreement. This proxy shall revoke any other
proxy granted by Stockholder at any time with respect to the Shares and no
subsequent proxies will be given with respect thereto by Stockholder. In
addition, if subsequent to the date hereof Stockholder is entitled to vote the
Shares for any purpose, it shall take all actions necessary to vote the Shares
pursuant to instructions received from Purchaser; provided, however, that the
provisions of this sentence shall only apply to the Designated Matters. It is
expressly understood and acknowledged by the parties hereto that nothing
contained herein is intended to restrict the Stockholder (if the Stockholder is
also a director of C.R. Gibson) from voting on any matter, or otherwise from
acting, in the Stockholder's capacity as a director of C.R. Gibson with
respect to any matter, including but not limited to, the general management of
over-all operation of C.R. Gibson.

4. EXERCISE OF RIGHTS OF FIRST REFUSAL. The Stockholder hereby agrees
that if Robert G. Bowman or John G. Russell makes a written offer to sell any
shares of C.R. Gibson Common to the New Stockholders (as such term is defined
in the Stockholders Agreement dated as of November 29, 1988 (the "Stockholders
Agreement") between C.R. Gibson and the stockholders who are signatories
thereto) under Section 2(a) of the Stockholders Agreement and if any New
Stockholders exercise their rights to purchase shares under Section 2 of the
Stockholders Agreement, the Stockholder shall elect to accept such offer and
exercise the Stockholder's rights under such Section 2 to the fullest extent
permitted by the Stockholders Agreement, but in no event shall the Stockholder
accept such offer for less than all of its Allocation (as defined in the
Stockholders Agreement). Stockholder further agrees to pay for such shares
pursuant to the Stockholders Agreement and shall not agree to any amendment,
waiver or modification of the terms of the Stockholders Agreement (other than
pursuant to the terms of an Agreement dated the date hereof among Bradford
Venture Partners, L.P., Overseas Private Investor Partners, Robert G. Bowman
and John G. Russell) without Parent's prior written consent. Any shares of
C.R. Gibson
<PAGE> 5

Common acquired by the Stockholder pursuant to Section 2 of the Stockholders
Agreement shall thereafter for purposes of this Agreement be deemed to be
"Shares" subject to this Agreement.

5. REPRESENTATIONS AND WARRANTIES OF STOCKHOLDER. Stockholder represents
and warrants to Parent and Purchaser as follows:

5.1 OWNERSHIP OF SHARES. On the date hereof, the Shares are all
of the shares of C.R. Gibson Common currently beneficially owned by the
Stockholder. (1) Stockholder does not have any rights to acquire any
additional shares of C.R. Gibson Common from C.R. Gibson, (2) Stockholder
currently has, and at the exercise of the Option and the sale of the Shares to
Purchaser in accordance with this Agreement will have, good, valid and
marketable title to the Shares, free and clear of all liens, encumbrances,
restrictions, options, warrants, rights to purchase and claims of every kind
(other than the encumbrances created by this Agreement and other than
restrictions on transfer under applicable Federal and State securities laws,
(3) the sale of Shares to Purchaser hereunder will transfer to Purchaser good,
valid and marketable title to said Shares included in such transaction, free of
all liens, encumbrances, restrictions and claims of every kind other than
restrictions on transfer under applicable Federal and State securities laws,
and (4) to the Stockholder's knowledge the Stockholders Agreement has not been
modified or amended except by an Agreement dated the date hereof and remains in
full force and effect as so amended.

5.2. POWER; BINDING AGREEMENT. Stockholder has the full legal
right, power and authority to enter into and perform all of Stockholder's
obligations under this Agreement. The execution and delivery of this Agreement
by Stockholder will not violate any other agreement to which Stockholder is a
party including, without limitation, any voting agreement, stockholders
agreement, voting trust or proxy. This Agreement has been duly executed and
delivered by Stockholder and constitutes a legal, valid and binding agreement
of Stockholder, enforceable in accordance with its terms, except as the
enforcement thereof may be limited by bankruptcy, insolvency, reorganization,
moratorium and similar laws, now or hereafter in effect affecting creditors'
rights and remedies generally or general principles of equity. Neither the
execution or delivery of this Agreement nor the consummation by Stockholder of
the transactions contemplated hereby will (i) require any consent or approval
of or filing by Stockholder with any governmental or other regulatory body
except for filings on Schedule 13D or Schedule 13G and a Form 4 under the
Exchange Act, or (ii) constitute a violation of, conflict with or constitute a
default under, any contract, commitment, agreement, understanding, arrangement
or other restriction of any kind to which Stockholder is a party or by which
Stockholder is bound.
<PAGE> 6

5.3. FINDER'S FEE. No person is, or will be, entitled to any
commission or finder's fees from Stockholder in connection with this Agreement
or the transactions contemplated hereby.

6. REPRESENTATION AND WARRANTIES OF PARENT AND PURCHASER. Each of Parent
and Purchaser represents and warrants to Stockholder as follows:

6.1. POWERS; BINDING AGREEMENT. Each of Parent and Purchaser has
full legal right, power and authority to enter into and perform all of its
obligations under this Agreement. The execution and delivery of this Agreement
by Parent and Purchaser has been authorized by all necessary corporate action
on the part of Parent and Purchaser and will not violate any other agreement to
which Parent and Purchaser is a party. This Agreement has been duly executed
and delivered by each of Parent and Purchaser and constitutes a legal, valid
and binding agreement of Parent and Purchaser, enforceable in accordance with
its terms, except as the enforcement thereof may be limited by bankruptcy,
insolvency, reorganization, moratorium and similar laws, now or hereafter in
effect affecting creditors' rights and remedies generally or general principles
of equity. Neither the execution or delivery of this Agreement nor the
consummation by Parent or Purchaser of the transactions contemplated hereby
will (i) require any consent or approval of or filing by Parent or Purchaser
with any governmental or other regulatory body except for (x) the filings
required under the HSR Act and (y) filings on Schedule 13D under the Exchange
Act, or (ii) constitute a violation of, conflict with or constitute a default
under, any contract, commitment, agreement, understanding, arrangement or other
restriction of any kind to which Parent or Purchaser is a party or by which
Parent or Purchaser is bound.

6.2 FINDER'S FEES. Other than the fee payable by Parent as
disclosed in the Merger Agreement, no person is, or will be, entitled to any
commission or finder's fees from Parent or Purchaser in connection with this
Agreement or the transactions contemplated hereby.

6.3 NO CONFLICT; REQUIRED FILINGS AND CONSENTS. The purchase of
Shares from the Stockholder pursuant to this Agreement is for the account of
the Purchaser for the purpose of investment and not with a view to or for sale
in connection with any distribution thereof within the meaning of the
Securities Act and the rules and regulations promulgated thereunder.

7. FURTHER ASSURANCES. From time to time, at the other party's request
and without further consideration, each party hereto shall execute and deliver
such additional documents and take all such further action as may be necessary
or desirable to consummate the transactions contemplated by this Agreement,
including, without limitation, to vest in Purchaser good title to any Shares
purchased hereunder.
<PAGE> 7

8. CERTAIN COVENANTS OF THE STOCKHOLDER. Except in accordance with the
provisions of this Agreement, Stockholder agrees, while this Agreement is in
effect, not to, directly or indirectly:

(a) sell, transfer, pledge, encumber, assign or otherwise
dispose of or enter into any contract, option or other arrangement or
understanding with respect to the sale, transfer, pledge, encumbrance,
assignment or other disposition of, any of the Shares other than transfers to
family members, trusts for the benefit of the Stockholder or family members or
in connection with estate planning but only if the transferee of such Shares
agrees in writing to be bound by the provisions of this Agreement with respect
to such Shares;

(b) grant any proxies, deposit any Shares into a voting
trust or enter into a voting agreement with respect to any Shares; or

(c) except as otherwise permitted to C.R. Gibson and the
directors of C.R. Gibson pursuant to Section 6.3(a) of the Merger Agreement and
in circumstances where the Stockholder or its representative is acting solely
in his or her capacity as a director of C.R. Gibson, take any action to
encourage, solicit, initiate, or participate in any way in discussions or
negotiations with, or furnish any information to, or afford any access to the
properties, books or records of the Company or any of its subsidiaries to, or
otherwise assist, facilitate or encourage, any person or entity (other than
Parent and Purchaser, or officers, directors, representatives, agents,
affiliates or associates) in connection with any possible or proposed merger,
consolidation, business combination, liquidation, reorganization, sale or other
disposition of assets, sale of shares of capital stock or similar transactions
involving the Company or any division of the Company.

9. CERTAIN COVENANTS OF PURCHASER AND PARENT.

9.1 OFFER AND MERGER. Parent and Purchaser agree to make the
Offer, and to follow such Offer with the Merger pursuant to the terms, and
subject to the conditions, contained in the Merger Agreement.

9.2 HSR ACT FILINGS. Parent and Purchaser agree to make in a
timely manner any filings required to be made by them under the HSR Act in
connection with the transactions contemplated by this Agreement and the Merger
Agreement.

10. TERMINATION. This Agreement shall terminate on the earliest of:

(a) the date on which Parent, Purchaser and Stockholder
mutually consent to terminate this Agreement in writing;
<PAGE> 8

(b) following the successful consummation of the Offer;
and

11. NOTICES. All notices or other communications required or permitted
hereunder shall be in writing (except as otherwise provided herein) and shall
be deemed duly given when received by delivery in person, by telecopy, telex or
telegram or by certified mail, postage prepaid, or by an overnight courier
service, addressed as follows:

If to Purchaser or Parent: If to Stockholder:

Joe L. Powers
Executive Vice President ----------------------
Thomas Nelson, Inc. ----------------------
501 Nelson Place ----------------------
Nashville, TN 37214
Telephone: (615) 889-9000
Facsimile: (615) 883-6353

with a copy to: with a copy to:

James H. Cheek, III ----------------------
Bass, Berry & Sims ----------------------
2700 First American Center ----------------------
Nashville, TN 37238 ----------------------

12. ENTIRE AGREEMENT; AMENDMENT. This Agreement, together with the
documents expressly referred to herein, constitute the entire agreement among
the parties hereto with respect to the subject matter contained herein and
supersede all prior agreements and understandings among the parties with
respect to such subject matter. This Agreement may not be modified, amended,
altered or supplemented except by an agreement in writing executed by the party
against whom such modification, amendment, alteration or supplement is sought
to be enforced.

13. ASSIGNS. This Agreement shall be binding upon and inure to the
benefit of the parties hereto, and their respective successors and assigns, but
neither this Agreement nor any of the rights, interests or obligations
hereunder shall be assigned by any of the parties hereto without the prior
written consent of the other parties, except that Purchaser may assign any or
all of its rights and obligations hereunder to Parent or any direct or indirect
wholly owned subsidiary of Parent without the consent of Stockholder, but no
such
<PAGE> 9

transfer shall relieve Purchaser of its obligations under this Agreement if such
subsidiary does not perform the obligations of Purchaser hereunder.

14. GOVERNING LAW. This Agreement, and all matters relating hereto, shall
be governed by, and construed in accordance with the laws of the State of
Delaware without giving effect to the principles of conflicts of laws thereof.

15. INJUNCTIVE RELIEF. The parties agree that in the event of a breach of
any provision of this Agreement, the aggrieved party may be without an adequate
remedy at law. The parties therefore agree that in the event of a breach of
any provision of this Agreement, the aggrieved party may elect to institute and
prosecute proceedings in any court of competent jurisdiction to enforce
specific performance or to enjoin the continuing breach of such provision, as
well as to obtain damages for breach of this Agreement and such aggrieved party
may take any such actions without the necessity of posting a bond. By seeking
or obtaining such relief, the aggrieved party will not be precluded from
seeking or obtaining any other relief to which it may be entitled.

16. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original and all of which
together shall constitute one and the same document.

17. SEVERABILITY. Any term or provision of this Agreement which is
invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such invalidity or unenforceability without
rendering invalid or unenforceable the remaining terms and provisions of this
Agreement or affecting the validity or enforceability of any of the terms or
provisions of this Agreement in any other jurisdiction. If any provisions of
this Agreement are so broad as to be unenforceable, such provision shall be
interpreted to be only so broad as is enforceable.

18. FURTHER ASSURANCES. Each party hereto shall execute and deliver such
additional documents as may be necessary or desirable to consummate the
transactions contemplated by this Agreement.

19. THIRD PARTY BENEFICIARIES. Nothing in this Agreement, expressed or
implied, shall be construed to give any person other than the parties hereto
any legal or equitable right, remedy or claim under or by reason of this
Agreement or any provision contained herein.
<PAGE> 10

IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed as of the date first above written.

THOMAS NELSON, INC.

By: /s/ Joe L. Powers
-----------------------------------
Title: EVP & Secretary
--------------------------

NELSON ACQUISITION CORP.

By: /s/ S. Joseph Moore
-----------------------------------
Title: President
--------------------------

OVERSEAS PRIVATE INVESTOR
PARTNERS

By: /s/ Robert J. Simon
-----------------------------------
Title:
--------------------------
STOCKHOLDER

<PAGE> 1
EXHIBIT (c)(3)

STOCK OPTION AGREEMENT

RECITALS

B. As of the date hereof, Stockholder owns 389,472
shares of the outstanding C.R. Gibson Common (the "Shares") and desires to (i)
grant to Purchaser the option to acquire all of such Shares at a per share
price equal to the greatest of (x) $9.00, (y) the price per share of C.R.
Gibson Common paid for C.R. Gibson purchased in the Offer or (z) the price paid
in any transaction in which any person or entity shall become the beneficial
owner of 50% or more of the outstanding shares of C.R. Gibson Common; (ii)
grant to Purchaser an irrevocable proxy covering the Shares; (iii) enter into
an agreement whereby the Stockholder agrees to tender and not withdraw the
Shares in the Offer; and (iv) agree not to dispose of the Shares or any
interest therein other than in accordance with this Agreement.

C. Parent and Purchaser will enter into the Merger
Agreement in part in reliance on Stockholder's representations, warranties and
agreements under this Agreement.
<PAGE> 2

AGREEMENT

To implement the foregoing and in consideration of the mutual
agreements contained herein, the parties agree as follows:

1. THE CONDITIONAL PURCHASE OPTION

1.1 GRANT OF OPTION. Stockholder hereby grants to
Purchaser an irrevocable option to purchase the Shares at a per share price
equal to the greatest of (i) $9.00, (ii) the price per share of C.R. Gibson
Common paid for C.R. Gibson Common purchased in the Offer or (iii) the price
paid in any transaction in which any person or entity shall become the
beneficial owner of 50% or more of the C.R. Gibson Common and on the terms and
subject to the conditions set forth herein (the "Option").

1.2 EXERCISE OF OPTION.

(a) The Option may be exercised by Purchaser (or
its designee, which designee must be Parent or a direct or indirect wholly
owned subsidiary of Parent), in whole or in part, at any time, or from time to
time, during the period beginning on the final business day before the
expiration date of the Offer and ending on the Expiration Date. As used
herein, the term "Expiration Date" means the first to occur of any of the
following dates:

(x) consummation of the Offer; or (y) the termination of the
Merger Agreement pursuant to its terms (unless Purchaser has
theretofore sent the written notice specified in Section
1.2(b)).

governmental agency or authority or court which prohibits delivery of the
Shares, whether temporary, preliminary or permanent (provided, however, that
the parties hereto shall use their reasonable efforts to have any such order,
decree or injunction vacated or reversed) and (iii) there has been no material
breach of the Merger Agreement by the Purchaser or Parent. In the event the
Closing is delayed as a result of clause (i) or (ii) above, the Closing Date
shall be within five business days following the cessation of such violation,
statute, rule, regulation, decree, order or injunction, as the case may be but
not later than the Expiration Date.

or its substitute shall, in its sole discretion, deem proper, and otherwise act
(including pursuant to any corporate action in writing without a meeting) with
respect to all of the Shares which it is entitled to vote at any meeting of
stockholders (whether annual or special and whether or not an adjourned
meeting) of C.R. Gibson, or pursuant to written action taken in lieu of any
such meeting or otherwise; provided, however, that Stockholder grants a proxy
hereunder only with respect to the following matters (the "Designated
Matters"): (i) votes or consents with respect to the Merger; (ii) votes or
consents with respect to any action or agreement that would result in a breach
of any covenant, representation or warranty or any other obligation or
agreement of C.R. Gibson under the Merger Agreement; (iii) votes or consents
with respect to any action or agreement that would impede, interfere with,
delay, postpone or attempt to discourage the Offer or the Merger, including,
but not limited to, (a) any extraordinary corporate transaction (other than the
Offer and the Merger), such as a merger, other business combination,
reorganization or liquidation involving C.R. Gibson, (b) a sale or transfer of
a material amount of assets of C.R. Gibson or any of its subsidiaries, (c) any
change in the board of directors of C.R. Gibson, except as otherwise agreed to
in writing by Parent, or (d) any material change in the present capitalization
of C.R. Gibson; and (iv) votes or consents relating to any other material
change in the corporate structure or business of C.R. Gibson. This proxy is
irrevocable, is coupled with an interest sufficient in law to support an
irrevocable proxy and is granted in consideration of and as an inducement to
cause the Parent and Purchaser to enter into the transactions contemplated by
this Agreement and the Merger Agreement. This proxy shall revoke any other
proxy granted by Stockholder at any time with respect to the Shares and no
subsequent proxies will be given with respect thereto by Stockholder. In
addition, if subsequent to the date hereof Stockholder is entitled to vote the
Shares for any purpose, it shall take all actions necessary to vote the Shares
pursuant to instructions received from Purchaser; provided, however, that the
provisions of this sentence shall only apply to the Designated Matters. It is
expressly understood and acknowledged by the parties hereto that nothing
contained herein is intended to restrict the Stockholder (if the Stockholder is
also a director of C.R. Gibson) from voting on any matter, or otherwise from
acting, in the Stockholder's capacity as a director of C.R. Gibson with respect
to any matter, including but not limited to, the general management of over-all
operation of C.R. Gibson.

4. REPRESENTATIONS AND WARRANTIES OF STOCKHOLDER. Stockholder represents
and warrants to Parent and Purchaser as follows:

have, good, valid and marketable title to the Shares, free and clear of all
liens, encumbrances, restrictions, options, warrants, rights to purchase and
claims of every kind (other than the encumbrances created by this Agreement and
other than restrictions on transfer under applicable Federal and State
securities laws and subject to the Stockholders Agreement), (3) the sale of
Shares to Purchaser hereunder will transfer to Purchaser good, valid and
marketable title to said Shares included in such transaction, free of all
liens, encumbrances, restrictions and claims of every kind other than
restrictions on transfer under applicable Federal and State securities laws,
subject to the Stockholders Agreement and (4) to the Stockholder's knowledge
the Stockholders Agreement has not been modified or amended except by an
Agreement dated the date hereof and remains in full force and effect as so
amended.

4.2 POWER; BINDING AGREEMENT. Stockholder has the full
legal right, power and authority to enter into and perform all of Stockholder's
obligations under this Agreement. Subject to the Stockholders Agreement, the
execution and delivery of this Agreement by Stockholder will not violate any
other agreement to which Stockholder is a party including, without limitation,
any voting agreement, stockholders agreement, voting trust or proxy. This
Agreement has been duly executed and delivered by Stockholder and, subject to
the Stockholders Agreement, constitutes a legal, valid and binding agreement of
Stockholder, enforceable in accordance with its terms, except as the
enforcement thereof may be limited by bankruptcy, insolvency, reorganization,
moratorium and similar laws, now or hereafter in effect affecting creditors'
rights and remedies generally or general principles of equity. Subject to the
Stockholders Agreement, neither the execution or delivery of this Agreement nor
the consummation by Stockholder of the transactions contemplated hereby will
(i) require any consent or approval of or filing by Stockholder with any
governmental or other regulatory body except for filings on Schedule 13D or
Schedule 13G and a Form 4 under the Exchange Act, or (ii) constitute a
violation of, conflict with or constitute a default under, any contract,
commitment, agreement, understanding, arrangement or other restriction of any
kind to which Stockholder is a party or by which Stockholder is bound.

4.3 FINDER'S FEE. No person is, or will be, entitled to
any commission or finder's fees from Stockholder in connection with this
Agreement or the transactions contemplated hereby.

5. REPRESENTATION AND WARRANTIES OF PARENT AND PURCHASER. Each of Parent
and Purchaser represents and warrants to Stockholder as follows:

and will not violate any other agreement to which Parent and Purchaser is a
party. This Agreement has been duly executed and delivered by each of Parent
and Purchaser and constitutes a legal, valid and binding agreement of Parent
and Purchaser, enforceable in accordance with its terms, except as the
enforcement thereof may be limited by bankruptcy, insolvency, reorganization,
moratorium and similar laws, now or hereafter in effect affecting creditors'
rights and remedies generally or general principles of equity. Neither the
execution or delivery of this Agreement nor the consummation by Parent or
Purchaser of the transactions contemplated hereby will (i) require any consent
or approval of or filing by Parent or Purchaser with any governmental or other
regulatory body except for (x) the filings required under the HSR Act and (y)
filings on Schedule 13D under the Exchange Act, or (ii) constitute a violation
of, conflict with or constitute a default under, any contract, commitment,
agreement, understanding, arrangement or other restriction of any kind to which
Parent or Purchaser is a party or by which Parent or Purchaser is bound.

5.2 FINDER'S FEES. Other than the fee payable by Parent
as disclosed in the Merger Agreement, no person is, or will be, entitled to any
commission or finder's fees from Parent or Purchaser in connection with this
Agreement or the transactions contemplated hereby.

5.3 NO CONFLICT; REQUIRED FILINGS AND CONSENTS. The
purchase of Shares from the Stockholder pursuant to this Agreement is for the
account of the Purchaser for the purpose of investment and not with a view to
or for sale in connection with any distribution thereof within the meaning of
the Securities Act and the rules and regulations promulgated thereunder.

6. FURTHER ASSURANCES. From time to time, at the other party's request
and without further consideration, each party hereto shall execute and deliver
such additional documents and take all such further action as may be necessary
or desirable to consummate the transactions contemplated by this Agreement,
including, without limitation, to vest in Purchaser good title to any Shares
purchased hereunder.

7. CERTAIN COVENANTS OF THE STOCKHOLDER. Except in accordance with the
provisions of this Agreement, Stockholder agrees, while this Agreement is in
effect, not to, directly or indirectly:

(a) sell, transfer, pledge, encumber, assign or
otherwise dispose of or enter into any contract, option or other arrangement or
understanding with respect to the sale, transfer, pledge, encumbrance,
assignment or other disposition of, any of the Shares other than transfers to
family members, trusts for the benefit of the Stockholder or family members or
in connection with estate planning but only if the transferee of such Shares
agrees in writing to be bound by the provisions of this Agreement with respect
to such Shares;
<PAGE> 7

(b) grant any proxies, deposit any Shares into a
voting trust or enter into a voting agreement with respect to any Shares; or

(c) except as otherwise permitted to C.R. Gibson
and the directors of C.R. Gibson pursuant to Section 6.3(a) of the Merger
Agreement and in circumstances where the Stockholder or its representative is
acting solely in his or her capacity as a director of C.R. Gibson, take any
action to encourage, solicit, initiate, or participate in any way in
discussions or negotiations with, or furnish any information to, or afford any
access to the properties, books or records of the Company or any of its
subsidiaries to, or otherwise assist, facilitate or encourage, any person or
entity (other than Parent and Purchaser, or officers, directors,
representatives, agents, affiliates or associates) in connection with any
possible or proposed merger, consolidation, business combination, liquidation,
reorganization, sale or other disposition of assets, sale of shares of capital
stock or similar transactions involving the Company or any division of the
Company.

8. CERTAIN COVENANTS OF PURCHASER AND PARENT.

8.1 OFFER AND MERGER. Parent and Purchaser agree to make
the Offer, and to follow such Offer with the Merger pursuant to the terms, and
subject to the conditions, contained in the Merger Agreement.

8.2 HSR ACT FILINGS. Parent and Purchaser agree to make
in a timely manner any filings required to be made by them under the HSR Act in
connection with the transactions contemplated by this Agreement and the Merger
Agreement.

9. TERMINATION. This Agreement shall terminate on the earliest of:

(a) the date on which Parent, Purchaser and Stock
holder mutually consent to terminate this Agreement in writing;

(b) following the successful consummation of the
Offer; and

10. NOTICES. All notices or other communications required or permitted
hereunder shall be in writing (except as otherwise provided herein) and shall
be deemed duly given when received by delivery in person, by telecopy, telex or
telegram or by certified mail, postage prepaid, or by an overnight courier
service, addressed as follows:
<PAGE> 8

If to Purchaser or Parent: If to Stockholder:

Joe L. Powers John G. Russell
Executive Vice President ------------------------------
Thomas Nelson, Inc. 2780 Redding Rd.
Nashville, TN 37214 ------------------------------
Telephone: (615) 889-9000 Fairfield, CT 06430
Facsimile: (615) 883-6353 ------------------------------

with a copy to: with a copy to:

James H. Cheek, III ------------------------------
Bass, Berry & Sims ------------------------------
2700 First American Center ------------------------------
Nashville, TN 37238 ------------------------------

11. ENTIRE AGREEMENT; AMENDMENT. This Agreement, together with the
documents expressly referred to herein, constitute the entire agreement among
the parties hereto with respect to the subject matter contained herein and
supersede all prior agreements and understandings among the parties with
respect to such subject matter. This Agreement may not be modified, amended,
altered or supplemented except by an agreement in writing executed by the party
against whom such modification, amendment, alteration or supplement is sought
to be enforced.

12. ASSIGNS. This Agreement shall be binding upon and inure to the
benefit of the parties hereto, and their respective successors and assigns, but
neither this Agreement nor any of the rights, interests or obligations
hereunder shall be assigned by any of the parties hereto without the prior
written consent of the other parties, except that Purchaser may assign any or
all of its rights and obligations hereunder to Parent or any direct or indirect
wholly owned subsidiary of Parent without the consent of Stockholder, but no
such transfer shall relieve Purchaser of its obligations under this Agreement
if such subsidiary does not perform the obligations of Purchaser hereunder.

13. GOVERNING LAW. This Agreement, and all matters relating hereto, shall
be governed by, and construed in accordance with the laws of the State of
Delaware without giving effect to the principles of conflicts of laws thereof.

14. INJUNCTIVE RELIEF. The parties agree that in the event of a breach of
any provision of this Agreement, the aggrieved party may be without an adequate
remedy at law. The parties therefore agree that in the event of a breach of
any provision of this Agreement, the aggrieved party may elect to institute and
prosecute proceedings in any court of competent

<PAGE> 9

jurisdiction to enforce specific performance or to enjoin the continuing breach
of such provision, as well as to obtain damages for breach of this Agreement
and such aggrieved party may take any such actions without the necessity of
posting a bond. By seeking or obtaining such relief, the aggrieved party will
not be precluded from seeking or obtaining any other relief to which it may be
entitled.

15. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original and all of which
together shall constitute one and the same document.

16. SEVERABILITY. Any term or provision of this Agreement which is
invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such invalidity or unenforceability without
rendering invalid or unenforceable the remaining terms and provisions of this
Agreement or affecting the validity or enforceability of any of the terms or
provisions of this Agreement in any other jurisdiction. If any provisions of
this Agreement are so broad as to be unenforceable, such provision shall be
interpreted to be only so broad as is enforceable.

17. FURTHER ASSURANCES. Each party hereto shall execute and deliver such
additional documents as may be necessary or desirable to consummate the
transactions contemplated by this Agreement.

18. THIRD PARTY BENEFICIARIES. Nothing in this Agreement, expressed or
implied, shall be construed to give any person other than the parties hereto
any legal or equitable right, remedy or claim under or by reason of this
Agreement or any provision contained herein.
<PAGE> 10

IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed as of the date first above written.

THOMAS NELSON, INC.

By: /s/ Joe L. Powers
----------------------------------
Title: EVP & Secretary
--------------------------

NELSON ACQUISITION CORP.

By: /s/ S. Joseph Moore
----------------------------------
Title: President
--------------------------

/s/ John G. Russell
--------------------------------------
John G. Russell
STOCKHOLDER

<PAGE> 1
EXHIBIT (c)(4)

STOCK OPTION AGREEMENT

RECITALS

B. As of the date hereof, Stockholder owns 498,000
shares of the outstanding C.R. Gibson Common (the "Shares") and desires to (i)
grant to Purchaser the option to acquire all of such Shares at a per share
price equal to the greatest of (x) $9.00, (y) the price per share of C.R.
Gibson Common paid for C.R. Gibson purchased in the Offer or (z) the price paid
in any transaction in which any person or entity shall become the beneficial
owner of 50% or more of the outstanding shares of C.R. Gibson Common; (ii)
grant to Purchaser an irrevocable proxy covering the Shares; (iii) enter into
an agreement whereby the Stockholder agrees to tender and not withdraw the
Shares in the Offer; and (iv) agree not to dispose of the Shares or any
interest therein other than in accordance with this Agreement.

C. Parent and Purchaser will enter into the Merger
Agreement in part in reliance on Stockholder's representations, warranties and
agreements under this Agreement.
<PAGE> 2

2
AGREEMENT

To implement the foregoing and in consideration of the mutual
agreements contained herein, the parties agree as follows:

1. THE CONDITIONAL PURCHASE OPTION

1.2 EXERCISE OF OPTION.

(a) The Option may be exercised by Purchaser (or
its designee, which designee must be Parent or a direct or indirect wholly
owned subsidiary of Parent), in whole or in part, at any time, or from time to
time, during the period beginning on the final business day before the
expiration date of the Offer and ending on the Expiration Date. As used
herein, the term "Expiration Date" means the first to occur of any of the
following dates:

(x) consummation of the Offer; or (y) the termination of the
Merger Agreement pursuant to its terms (unless Purchaser has
theretofore sent the written notice specified in Section
1.2(b)).

(b) If Purchaser wishes to exercise the Option
(the "Option Purchase"), Purchaser shall send a written notice to Stockholder
of its intention to exercise the Option, specifying the number of Shares to be
purchased, whether Purchaser and/or a designee of Purchaser will be purchasing
the Shares and the place, and, if then known, time and date of the closing of
such purchase (the "Closing Date" or the "Closing"), which date shall not be
less than two business days nor more than ten business days from the date on
which such notice is delivered; provided, that the Closing shall be held only
if (i) such purchase would not otherwise violate or cause the violation of, any
applicable law or regulations (including, the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended (the "HSR Act"), the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and the rules and regulations
thereunder, or the rules of the New York Stock Exchange or American Stock
Exchange, (ii) no statute, rule, regulation, decree, order or injunction shall
have been promulgated, enacted, entered into or enforced by any governmental
agency or authority or court which prohibits delivery of the Shares, whether
<PAGE> 3

temporary, preliminary or permanent (provided, however, that the parties hereto
shall use their reasonable efforts to have any such order, decree or injunction
vacated or reversed) and (iii) there has been no material breach of the Merger
Agreement by the Purchaser or Parent. In the event the Closing is delayed as a
result of clause (i) or (ii) above, the Closing Date shall be within five
business days following the cessation of such violation, statute, rule,
regulation, decree, order or injunction, as the case may be but not later than
the Expiration Date.

pursuant to any corporate action in writing without a meeting) with respect to
all of the Shares which it is entitled to vote at any meeting of stockholders
(whether annual or special and whether or not an adjourned meeting) of C.R.
Gibson, or pursuant to written action taken in lieu of any such meeting or
otherwise; provided, however, that Stockholder grants a proxy hereunder only
with respect to the following matters (the "Designated Matters"): (i) votes or
consents with respect to the Merger; (ii) votes or consents with respect to any
action or agreement that would result in a breach of any covenant,
representation or warranty or any other obligation or agreement of C.R. Gibson
under the Merger Agreement; (iii) votes or consents with respect to any action
or agreement that would impede, interfere with, delay, postpone or attempt to
discourage the Offer or the Merger, including, but not limited to, (a) any
extraordinary corporate transaction (other than the Offer and the Merger), such
as a merger, other business combination, reorganization or liquidation
involving C.R. Gibson, (b) a sale or transfer of a material amount of assets of
C.R. Gibson or any of its subsidiaries, (c) any change in the board of
directors of C.R. Gibson, except as otherwise agreed to in writing by Parent,
or (d) any material change in the present capitalization of C.R. Gibson; and
(iv) votes or consents relating to any other material change in the corporate
structure or business of C.R. Gibson. This proxy is irrevocable, is coupled
with an interest sufficient in law to support an irrevocable proxy and is
granted in consideration of and as an inducement to cause the Parent and
Purchaser to enter into the transactions contemplated by this Agreement and the
Merger Agreement. This proxy shall revoke any other proxy granted by
Stockholder at any time with respect to the Shares and no subsequent proxies
will be given with respect thereto by Stockholder. In addition, if subsequent
to the date hereof Stockholder is entitled to vote the Shares for any purpose,
it shall take all actions necessary to vote the Shares pursuant to instructions
received from Purchaser; provided, however, that the provisions of this
sentence shall only apply to the Designated Matters. It is expressly
understood and acknowledged by the parties hereto that nothing contained herein
is intended to restrict the Stockholder (if the Stockholder is also a director
of C.R. Gibson) from voting on any matter, or otherwise from acting, in the
Stockholder's capacity as a director of C.R. Gibson with respect to any matter,
including but not limited to, the general management of over-all operation of
C.R. Gibson.

4. REPRESENTATIONS AND WARRANTIES OF STOCKHOLDER. Stockholder represents
and warrants to Parent and Purchaser as follows:

encumbrances, restrictions, options, warrants, rights to purchase and claims of
every kind (other than the encumbrances created by this Agreement and other
than restrictions on transfer under applicable Federal and State securities
laws and subject to the Stockholders Agreement ), (3) the sale of Shares to
Purchaser hereunder will transfer to Purchaser good, valid and marketable title
to said Shares included in such transaction, free of all liens, encumbrances,
restrictions and claims of every kind other than restrictions on transfer under
applicable Federal and State securities laws, subject to the Stockholders
Agreement and (4) to the Stockholder's knowledge the Stockholders Agreement has
not been modified or amended except by an Agreement dated the date hereof and
remains in full force and effect as so amended.

4.3 FINDER'S FEE. No person is, or will be, entitled to
any commission or finder's fees from Stockholder in connection with this
Agreement or the transactions contemplated hereby.

5. REPRESENTATION AND WARRANTIES OF PARENT AND PURCHASER. Each of Parent
and Purchaser represents and warrants to Stockholder as follows:

Agreement has been duly executed and delivered by each of Parent and Purchaser
and constitutes a legal, valid and binding agreement of Parent and Purchaser,
enforceable in accordance with its terms, except as the enforcement thereof may
be limited by bankruptcy, insolvency, reorganization, moratorium and similar
laws, now or hereafter in effect affecting creditors' rights and remedies
generally or general principles of equity. Neither the execution or delivery
of this Agreement nor the consummation by Parent or Purchaser of the
transactions contemplated hereby will (i) require any consent or approval of or
filing by Parent or Purchaser with any governmental or other regulatory body
except for (x) the filings required under the HSR Act and (y) filings on
Schedule 13D under the Exchange Act, or (ii) constitute a violation of,
conflict with or constitute a default under, any contract, commitment,
agreement, understanding, arrangement or other restriction of any kind to which
Parent or Purchaser is a party or by which Parent or Purchaser is bound.

7. CERTAIN COVENANTS OF THE STOCKHOLDER. Except in accordance with the
provisions of this Agreement, Stockholder agrees, while this Agreement is in
effect, not to, directly or indirectly:

(a) sell, transfer, pledge, encumber, assign or
otherwise dispose of or enter into any contract, option or other arrangement or
understanding with respect to the sale, transfer, pledge, encumbrance,
assignment or other disposition of, any of the Shares other than transfers to
family members, trusts for the benefit of the Stockholder or family members or
in connection with estate planning but only if the transferee of such Shares
agrees in writing to be bound by the provisions of this Agreement with respect
to such Shares;

<PAGE> 7

(b) grant any proxies, deposit any Shares into a
voting trust or enter into a voting agreement with respect to any Shares; or

(c) except as otherwise permitted to C.R. Gibson
and the directors of C.R. Gibson pursuant to Section 6.3(a) of the Merger
Agreement and in circumstances where the Stockholder or its representative is
acting solely in his or her capacity as a director of C.R. Gibson, take any
action to encourage, solicit, initiate, or participate in any way in
discussions or negotiations with, or furnish any information to, or afford any
access to the properties, books or records of the Company or any of its
subsidiaries to, or otherwise assist, facilitate or encourage, any person or
entity (other than Parent and Purchaser, or officers, directors,
representatives, agents, affiliates or associates) in connection with any
possible or proposed merger, consolidation, business combination, liquidation,
reorganization, sale or other disposition of assets, sale of shares of capital
stock or similar transactions involving the Company or any division of the
Company.

8. CERTAIN COVENANTS OF PURCHASER AND PARENT.

8.1 OFFER AND MERGER. Parent and Purchaser agree to make
the Offer, and to follow such Offer with the Merger pursuant to the terms, and
subject to the conditions, contained in the Merger Agreement.

9. TERMINATION. This Agreement shall terminate on the earliest of:

(a) the date on which Parent, Purchaser and
Stockholder mutually consent to terminate this Agreement in writing;

(b) following the successful consummation of the
Offer; and

If to Purchaser or Parent: If to Stockholder:

Joe L. Powers Robert G. Bowman
Executive Vice President ------------------------
Thomas Nelson, Inc. 800 Beach Rd., #169
501 Nelson Place ------------------------
Nashville, TN 37214 Vero Beach, FL 32963
Telephone: (615) 889-9000 ------------------------
Facsimile: (615) 883-6353

with a copy to: with a copy to:

James H. Cheek, III
Bass, Berry & Sims ----------------------
2700 First American Center ----------------------
Nashville, TN 37238 ----------------------
----------------------

15. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original and all of which
together shall constitute one and the same document.

17. FURTHER ASSURANCES. Each party hereto shall execute and deliver such
additional documents as may be necessary or desirable to consummate the
transactions contemplated by this Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed as of the date first above written.

THOMAS NELSON, INC.

By: /s/ Joe L. Powers
--------------------------------------
Title: EVP & Secretary
--------------------------------

NELSON ACQUISITION CORP.

By: /s/ S. Joseph Moore
-------------------------------------
Title: President
------------------------------

/s/ Robert G. Bowman
-----------------------------------------
Robert G. Bowman
STOCKHOLDER

<PAGE> 1
EXHIBIT (c)(5)

STOCK OPTION AGREEMENT

RECITALS

A. Concurrently herewith, Parent, Purchaser and
The C.R. Gibson Company, a Delaware corporation ("C.R. Gibson"), are entering
into a Tender Offer and Merger Agreement of even date herewith (the "Merger
Agreement"; capitalized terms used but not defined herein shall have the
meanings set forth in the Merger Agreement), which contemplates, among other
things, that Purchaser will commence a tender offer to purchase all outstanding
shares of C.R. Gibson Common at a price of $9.00 per share (the "Offer").
Subject to the terms and conditions of the Merger Agreement, the Offer will be
followed by a merger (the "Merger") of Purchaser with and into C.R. Gibson.

B. As of the date hereof, Stockholder owns
20,723 shares of the outstanding C.R. Gibson Common (the "Shares") and desires
to (i) grant to Purchaser the option to acquire all of such Shares at a per
share price equal to the greatest of (x) $9.00, (y) the price per share of C.R.
Gibson Common paid for C.R. Gibson purchased in the Offer or (z) the price paid
in any transaction in which any person or entity shall become the beneficial
owner of 50% or more of the outstanding shares of C.R. Gibson Common; (ii)
grant to Purchaser an irrevocable proxy covering the Shares; (iii) enter into
an agreement whereby the Stockholder agrees to tender and not withdraw the
Shares in the Offer; and (iv) agree not to dispose of the Shares or any
interest therein other than in accordance with this Agreement.

C. Parent and Purchaser will enter into the
Merger Agreement in part in reliance on Stockholder's representations,
warranties and agreements under this Agreement.
<PAGE> 2
2

AGREEMENT

To implement the foregoing and in consideration of the mutual
agreements contained herein, the parties agree as follows:

1. THE CONDITIONAL PURCHASE OPTION

1.1. GRANT OF OPTION. Stockholder hereby grants
to Purchaser an irrevocable option to purchase the Shares at a per share price
equal to the greatest of (i) $9.00, (ii) the price per share of C.R. Gibson
Common paid for C.R. Gibson Common purchased in the Offer or (iii) the price
paid in any transaction in which any person or entity shall become the
beneficial owner of 50% or more of the C.R. Gibson Common and on the terms and
subject to the conditions set forth herein (the "Option").

1.2. EXERCISE OF OPTION.

(a) The Option may be exercised by
Purchaser (or its designee, which designee must be Parent or a direct or
indirect wholly owned subsidiary of Parent), in whole or in part, at any time,
or from time to time, during the period beginning on the final business day
before the expiration date of the Offer and ending on the Expiration Date. As
used herein, the term "Expiration Date" means the first to occur of any of the
following dates:

(x) consummation of the Offer; or (y) the termination of the
Merger Agreement pursuant to its terms (unless Purchaser has
theretofore sent the written notice specified in Section
1.2(b)).

(b) If Purchaser wishes to exercise the
Option (the "Option Purchase"), Purchaser shall send a written notice to
Stockholder of its intention to exercise the Option, specifying the number of
Shares to be purchased, whether Purchaser and/or a designee of Purchaser will
be purchasing the Shares and the place, and, if then known, time and date of
the closing of such purchase (the "Closing Date" or the "Closing"), which date
shall not be less than two business days nor more than ten business days from
the date on which such notice is delivered; provided, that the Closing shall be
held only if (i) such purchase would not otherwise violate or cause the
violation of, any applicable law or regulations (including, the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR
Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and the rules and regulations thereunder, or the rules of the New York Stock
Exchange or American Stock Exchange, (ii) no statute, rule, regulation, decree,
order or injunction shall have been promulgated, enacted, entered into or
enforced by any governmental agency or authority or court which prohibits
delivery of the Shares, whether
<PAGE> 3
3

2. AGREEMENT TO TENDER SHARES. Stockholder agrees to accept the
Offer, to tender the Shares into the Offer and not to withdraw such Shares
prior to consummation of the Offer or withdrawal of the Offer by Purchaser,
unless a transaction is proposed in which any person or entity (other than
Purchaser or Parent) would become the beneficial owner of 50% or more of the
outstanding C.R. Gibson Common and Purchaser shall not have exercised the
Option.

4. REPRESENTATIONS AND WARRANTIES OF STOCKHOLDER. Stockholder represents
and warrants to Parent and Purchaser as follows:

(other than the encumbrances created by this Agreement and other than
restrictions on transfer under applicable Federal and State securities laws and
(3) the sale of Shares to Purchaser hereunder will transfer to Purchaser good,
valid and marketable title to said Shares included in such transaction, free of
all liens, encumbrances, restrictions and claims of every kind other than
restrictions on transfer under applicable Federal and State securities laws.

4.2. POWER; BINDING AGREEMENT. Stockholder has
the full legal right, power and authority to enter into and perform all of
Stockholder's obligations under this Agreement. The execution and delivery of
this Agreement by Stockholder will not violate any other agreement to which
Stockholder is a party including, without limitation, any voting agreement,
stockholders agreement, voting trust or proxy. This Agreement has been duly
executed and delivered by Stockholder and constitutes a legal, valid and
binding agreement of Stockholder, enforceable in accordance with its terms,
except as the enforcement thereof may be limited by bankruptcy, insolvency,
reorganization, moratorium and similar laws, now or hereafter in effect
affecting creditors' rights and remedies generally or general principles of
equity. Neither the execution or delivery of this Agreement nor the
consummation by Stockholder of the transactions contemplated hereby will (i)
require any consent or approval of or filing by Stockholder with any
governmental or other regulatory body except for filings on Schedule 13D or
Schedule 13G and a Form 4 under the Exchange Act, or (ii) constitute a
violation of, conflict with or constitute a default under, any contract,
commitment, agreement, understanding, arrangement or other restriction of any
kind to which Stockholder is a party or by which Stockholder is bound.

4.3. FINDER'S FEE. No person is, or will be,
entitled to any commission or finder's fees from Stockholder in connection with
this Agreement or the transactions contemplated hereby.

5. REPRESENTATION AND WARRANTIES OF PARENT AND PURCHASER. Each of Parent
and Purchaser represents and warrants to Stockholder as follows:

5.1. POWERS; BINDING AGREEMENT. Each of Parent
and Purchaser has full legal right, power and authority to enter into and
perform all of its obligations under this Agreement. The execution and
delivery of this Agreement by Parent and Purchaser has been authorized by all
necessary corporate action on the part of Parent and Purchaser and will not
violate any other agreement to which Parent and Purchaser is a party. This
Agreement has been duly executed and delivered by each of Parent and Purchaser
and constitutes a legal, valid and binding agreement of Parent and Purchaser,
enforceable in accordance with its terms, except as the enforcement thereof may
be limited by bankruptcy, insolvency, reorganization, moratorium and similar
laws, now or hereafter in effect affecting creditors' rights and remedies
generally or general principles of equity. Neither the execution or delivery
of this Agreement nor the consummation by Parent or
<PAGE> 6
6

Purchaser of the transactions contemplated hereby will (i) require any consent
or approval of or filing by Parent or Purchaser with any governmental or other
regulatory body except for (x) the filings required under the HSR Act and (y)
filings on Schedule 13D under the Exchange Act, or (ii) constitute a violation
of, conflict with or constitute a default under, any contract, commitment,
agreement, understanding, arrangement or other restriction of any kind to which
Parent or Purchaser is a party or by which Parent or Purchaser is bound.

5.2. FINDER'S FEES. Other than the fee payable by
Parent as disclosed in the Merger Agreement, no person is, or will be, entitled
to any commission or finder's fees from Parent or Purchaser in connection with
this Agreement or the transactions contemplated hereby.

5.3. NO CONFLICT; REQUIRED FILINGS AND CONSENTS.
The purchase of Shares from the Stockholder pursuant to this Agreement is for
the account of the Purchaser for the purpose of investment and not with a view
to or for sale in connection with any distribution thereof within the meaning
of the Securities Act and the rules and regulations promulgated thereunder.

7. CERTAIN COVENANTS OF THE STOCKHOLDER. Except in accordance with the
provisions of this Agreement, Stockholder agrees, while this Agreement is in
effect, not to, directly or indirectly:

(a) sell, transfer, pledge, encumber,
assign or otherwise dispose of or enter into any contract, option or other
arrangement or understanding with respect to the sale, transfer, pledge,
encumbrance, assignment or other disposition of, any of the Shares other than
transfers to family members, trusts for the benefit of the Stockholder or
family members or in connection with estate planning but only if the transferee
of such Shares agrees in writing to be bound by the provisions of this
Agreement with respect to such Shares;

(b) grant any proxies, deposit any
Shares into a voting trust or enter into a voting agreement with respect to any
Shares; or

capacity as a director of C.R. Gibson, take any action to encourage, solicit,
initiate, or participate in any way in discussions or negotiations with, or
furnish any information to, or afford any access to the properties, books or
records of the Company or any of its subsidiaries to, or otherwise assist,
facilitate or encourage, any person or entity (other than Parent and Purchaser,
or officers, directors, representatives, agents, affiliates or associates) in
connection with any possible or proposed merger, consolidation, business
combination, liquidation, reorganization, sale or other disposition of assets,
sale of shares of capital stock or similar transactions involving the Company
or any division of the Company.

8. CERTAIN COVENANTS OF PURCHASER AND PARENT.

8.1. OFFER AND MERGER. Parent and Purchaser agree
to make the Offer, and to follow such Offer with the Merger pursuant to the
terms, and subject to the conditions, contained in the Merger Agreement.

8.2. HSR ACT FILINGS. Parent and Purchaser agree
to make in a timely manner any filings required to be made by them under the
HSR Act in connection with the transactions contemplated by this Agreement and
the Merger Agreement.

9. TERMINATION. This Agreement shall terminate on the earliest of:

(a) the date on which Parent, Purchaser
and Stockholder mutually consent to terminate this Agreement in writing;

(b) following the successful
consummation of the Offer; and

If to Purchaser or Parent: If to Stockholder:

Joe L. Powers -------------------------------
Executive Vice President -------------------------------
Thomas Nelson, Inc. -------------------------------
501 Nelson Place
Nashville, TN 37214
Telephone: (615) 889-9000
Facsimile: (615) 883-6353

with a copy to: with a copy to:

James H. Cheek, III -------------------------------
Bass, Berry & Sims -------------------------------
2700 First American Center -------------------------------
Nashville, TN 37238 -------------------------------

13. GOVERNING LAW. This Agreement, and all matters relating hereto,
shall be governed by, and construed in accordance with the laws of the State of
Delaware without giving effect to the principles of conflicts of laws thereof.

14. INJUNCTIVE RELIEF. The parties agree that in the event of a breach
of any provision of this Agreement, the aggrieved party may be without an
adequate remedy at law. The parties therefore agree that in the event of a
breach of any provision of this Agreement, the aggrieved party may elect to
institute and prosecute proceedings in any court of competent
<PAGE> 9
9

15. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original and all of which
together shall constitute one and the same document.

17. FURTHER ASSURANCES. Each party hereto shall execute and deliver
such additional documents as may be necessary or desirable to consummate the
transactions contemplated by this Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed as of the date first above written.

THOMAS NELSON, INC.

By: /s/ Joe L. Powers
------------------------------------
Title: EVP & Secretary
------------------------------

NELSON ACQUISITION CORP.

By: /s/ S. Joseph Moore
------------------------------------
Title: /s/ President
------------------------------

/s/ James M. Harrison
---------------------------------------
James M. Harrison
STOCKHOLDER

<PAGE> 1
EXHIBIT (c)(6)

STOCK OPTION AGREEMENT

Stock Option Agreement dated as of September 13, 1995, by and among
Thomas Nelson, Inc., a Tennessee corporation ("Parent"), Nelson Acquisition
Corp., a Delaware corporation and a wholly owned subsidiary of Parent
("Purchaser"), and FRANK A. ROSENBERRY ("Stockholder").

RECITALS

B. As of the date hereof, Stockholder owns 55,060 shares
of the outstanding C.R. Gibson Common (the "Shares") and desires to (i) grant
to Purchaser the option to acquire all of such Shares at a per share price
equal to the greatest of (x) $9.00, (y) the price per share of C.R. Gibson
Common paid for C.R. Gibson purchased in the Offer or (z) the price paid in any
transaction in which any person or entity shall become the beneficial owner of
50% or more of the outstanding shares of C.R. Gibson Common; (ii) grant to
Purchaser an irrevocable proxy covering the Shares; (iii) enter into an
agreement whereby the Stockholder agrees to tender and not withdraw the Shares
in the Offer; and (iv) agree not to dispose of the Shares or any interest
therein other than in accordance with this Agreement.

C. Parent and Purchaser will enter into the Merger
Agreement in part in reliance on Stockholder's representations, warranties and
agreements under this Agreement.
<PAGE> 2
2

AGREEMENT

To implement the foregoing and in consideration of the mutual
agreements contained herein, the parties agree as follows:

1. THE CONDITIONAL PURCHASE OPTION

1.1. GRANT OF OPTION. Stockholder hereby grants to
Purchaser an irrevocable option to purchase the Shares at a per share price
equal to the greatest of (i) $9.00, (ii) the price per share of C.R. Gibson
Common paid for C.R. Gibson Common purchased in the Offer or (iii) the price
paid in any transaction in which any person or entity shall become the
beneficial owner of 50% or more of the C.R. Gibson Common and on the terms and
subject to the conditions set forth herein (the "Option").

1.2. EXERCISE OF OPTION.

(a) The Option may be exercised by Purchaser (or
its designee, which designee must be Parent or a direct or indirect wholly
owned subsidiary of Parent), in whole or in part, at any time, or from time to
time, during the period beginning on the final business day before the
expiration date of the Offer and ending on the Expiration Date. As used
herein, the term "Expiration Date" means the first to occur of any of the
following dates:

(x) consummation of the Offer; or (y) the termination of the
Merger Agreement pursuant to its terms (unless Purchaser has
theretofore sent the written notice specified in Section
1.2(b)).

(b) If Purchaser wishes to exercise the Option
(the "Option Purchase"), Purchaser shall send a written notice to Stockholder
of its intention to exercise the Option, specifying the number of Shares to be
purchased, whether Purchaser and/or a designee of Purchaser will be purchasing
the Shares and the place, and, if then known, time and date of the closing of
such purchase (the "Closing Date" or the "Closing"), which date shall not be
less than two business days nor more than ten business days from the date on
which such notice is delivered; provided, that the Closing shall be held only
if (i) such purchase would not otherwise violate or cause the violation of, any
applicable law or regulations (including, the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended (the "HSR Act"), the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and the rules and regulations
thereunder, or the rules of the New York Stock Exchange or American Stock
Exchange, (ii) no statute, rule, regulation, decree, order or injunction shall
have been promulgated, enacted, entered into or enforced by any governmental
agency or authority or court which prohibits delivery of the Shares, whether
<PAGE> 3

4. REPRESENTATIONS AND WARRANTIES OF STOCKHOLDER. Stockholder represents
and warrants to Parent and Purchaser as follows:

4.2. POWER; BINDING AGREEMENT. Stockholder has the full legal
right, power and authority to enter into and perform all of Stockholder's
obligations under this Agreement. The execution and delivery of this Agreement
by Stockholder will not violate any other agreement to which Stockholder is a
party including, without limitation, any voting agreement, stockholders
agreement, voting trust or proxy. This Agreement has been duly executed and
delivered by Stockholder and constitutes a legal, valid and binding agreement
of Stockholder, enforceable in accordance with its terms, except as the
enforcement thereof may be limited by bankruptcy, insolvency, reorganization,
moratorium and similar laws, now or hereafter in effect affecting creditors'
rights and remedies generally or general principles of equity. Neither the
execution or delivery of this Agreement nor the consummation by Stockholder of
the transactions contemplated hereby will (i) require any consent or approval
of or filing by Stockholder with any governmental or other regulatory body
except for filings on Schedule 13D or Schedule 13G and a Form 4 under the
Exchange Act, or (ii) constitute a violation of, conflict with or constitute a
default under, any contract, commitment, agreement, understanding, arrangement
or other restriction of any kind to which Stockholder is a party or by which
Stockholder is bound.

4.3. FINDER'S FEE. No person is, or will be, entitled to any
commission or finder's fees from Stockholder in connection with this Agreement
or the transactions contemplated hereby.

5. REPRESENTATION AND WARRANTIES OF PARENT AND PURCHASER. Each of Parent
and Purchaser represents and warrants to Stockholder as follows:

5.1. POWERS; BINDING AGREEMENT. Each of Parent and Purchaser has
full legal right, power and authority to enter into and perform all of its
obligations under this Agreement. The execution and delivery of this Agreement
by Parent and Purchaser has been authorized by all necessary corporate action
on the part of Parent and Purchaser and will not violate any other agreement to
which Parent and Purchaser is a party. This Agreement has been duly executed
and delivered by each of Parent and Purchaser and constitutes a legal, valid
and binding agreement of Parent and Purchaser, enforceable in accordance with
its terms, except as the enforcement thereof may be limited by bankruptcy,
insolvency, reorganization, moratorium and similar laws, now or hereafter in
effect affecting creditors' rights and remedies generally or general principles
of equity. Neither the execution or delivery of this Agreement nor the
consummation by Parent or
<PAGE> 6

5.2. FINDER'S FEES. Other than the fee payable by Parent as
disclosed in the Merger Agreement, no person is, or will be, entitled to any
commission or finder's fees from Parent or Purchaser in connection with this
Agreement or the transactions contemplated hereby.

5.3. NO CONFLICT; REQUIRED FILINGS AND CONSENTS. The
purchase of Shares from the Stockholder pursuant to this Agreement is for the
account of the Purchaser for the purpose of investment and not with a view to
or for sale in connection with any distribution thereof within the meaning of
the Securities Act and the rules and regulations promulgated thereunder.

7. CERTAIN COVENANTS OF THE STOCKHOLDER. Except in accordance with the
provisions of this Agreement, Stockholder agrees, while this Agreement is in
effect, not to, directly or indirectly:

(a) sell, transfer, pledge, encumber, assign or
otherwise dispose of or enter into any contract, option or other arrangement or
understanding with respect to the sale, transfer, pledge, encumbrance,
assignment or other disposition of, any of the Shares other than transfers to
family members, trusts for the benefit of the Stockholder or family members or
in connection with estate planning but only if the transferee of such Shares
agrees in writing to be bound by the provisions of this Agreement with respect
to such Shares;

(b) grant any proxies, deposit any Shares into a
voting trust or enter into a voting agreement with respect to any Shares; or

8. CERTAIN COVENANTS OF PURCHASER AND PARENT.

8.1. OFFER AND MERGER. Parent and Purchaser agree to make
the Offer, and to follow such Offer with the Merger pursuant to the terms, and
subject to the conditions, contained in the Merger Agreement.

8.2. HSR ACT FILINGS. Parent and Purchaser agree to make
in a timely manner any filings required to be made by them under the HSR Act in
connection with the transactions contemplated by this Agreement and the Merger
Agreement.

9. TERMINATION. This Agreement shall terminate on the earliest of:

(a) the date on which Parent, Purchaser and
Stockholder mutually consent to terminate this Agreement in writing;

(d) prior to the successful consummation of the
Offer, the termination of the Merger Agreement pursuant to its terms.

If to Purchaser or Parent: If to Stockholder:

Joe L. Powers F. A. Rosenberry
Executive Vice President ---------------------------
Thomas Nelson, Inc. 828 Hollow Tree
501 Nelson Place ---------------------------
Nashville, TN 37214 Darien, CT 06820
Telephone: (615) 889-9000 ---------------------------
Facsimile: (615) 883-6353

with a copy to: with a copy to:

James H. Cheek, III --------------------------
Bass, Berry & Sims --------------------------
2700 First American Center --------------------------
Nashville, TN 37238 --------------------------

13. GOVERNING LAW. This Agreement, and all matters relating hereto,
shall be governed by, and construed in accordance with the laws of the State of
Delaware without giving effect to the principles of conflicts of laws thereof.

14. INJUNCTIVE RELIEF. The parties agree that in the event of a breach
of any provision of this Agreement, the aggrieved party may be without an
adequate remedy at law. The parties therefore agree that in the event of a
breach of any provision of this Agreement, the aggrieved party may elect to
institute and prosecute proceedings in any court of competent
<PAGE> 9

15. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original and all of which
together shall constitute one and the same document.

17. FURTHER ASSURANCES. Each party hereto shall execute and deliver
such additional documents as may be necessary or desirable to consummate the
transactions contemplated by this Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed as of the date first above written.

THOMAS NELSON, INC.

By: /s/ Joe L. Powers
------------------------------------
Title: EVP & Secretary
-----------------------------

NELSON ACQUISITION CORP.

By: /s/ S. Joseph Moore
-----------------------------------
Title: President
----------------------------

/s/ Frank A. Rosenberry
---------------------------------------
Frank A. Rosenberry
STOCKHOLDER

<PAGE> 1
EXHIBIT (c)(7)

STOCK OPTION AGREEMENT

Stock Option Agreement dated as of September 13, 1995, by and among
Thomas Nelson, Inc., a Tennessee corporation ("Parent"), Nelson Acquisition
Corp., a Delaware corporation and a wholly owned subsidiary of Parent
("Purchaser"), and WILLARD J. OVERLOCK ("Stockholder").

RECITALS

A. Concurrently herewith, Parent, Purchaser and The C.R. Gibson
Company, a Delaware corporation ("C.R. Gibson"), are entering into a Tender
Offer and Merger Agreement of even date herewith (the "Merger Agreement";
capitalized terms used but not defined herein shall have the meanings set forth
in the Merger Agreement), which contemplates, among other things, that
Purchaser will commence a tender offer to purchase all outstanding shares of
C.R. Gibson Common at a price of $9.00 per share (the "Offer"). Subject to the
terms and conditions of the Merger Agreement, the Offer will be followed by a
merger (the "Merger") of Purchaser with and into C.R. Gibson.

B. As of the date hereof, Stockholder owns 20,000 shares of the
outstanding C.R. Gibson Common (the "Shares") and desires to (i) grant to
Purchaser the option to acquire all of such Shares at a per share price equal
to the greatest of (x) $9.00, (y) the price per share of C.R. Gibson Common
paid for C.R. Gibson purchased in the Offer or (z) the price paid in any
transaction in which any person or entity shall become the beneficial owner of
50% or more of the outstanding shares of C.R. Gibson Common; (ii) grant to
Purchaser an irrevocable proxy covering the Shares; (iii) enter into an
agreement whereby the Stockholder agrees to tender and not withdraw the Shares
in the Offer; and (iv) agree not to dispose of the Shares or any interest
therein other than in accordance with this Agreement.

C. Parent and Purchaser will enter into the Merger Agreement in
part in reliance on Stockholder's representations, warranties and agreements
under this Agreement.

AGREEMENT

To implement the foregoing and in consideration of the mutual
agreements contained herein, the parties agree as follows:
<PAGE> 2
2

1. THE CONDITIONAL PURCHASE OPTION

1.2. EXERCISE OF OPTION.

(x) consummation of the Offer; or (y) the termination of the Merger
Agreement pursuant to its terms (unless Purchaser has theretofore
sent the written notice specified in Section 1.2(b)).

(b) If Purchaser wishes to exercise the Option (the
"Option Purchase"), Purchaser shall send a written notice to Stockholder of its
intention to exercise the Option, specifying the number of Shares to be
purchased, whether Purchaser and/or a designee of Purchaser will be purchasing
the Shares and the place, and, if then known, time and date of the closing of
such purchase (the "Closing Date" or the "Closing"), which date shall not be
less than two business days nor more than ten business days from the date on
which such notice is delivered; provided, that the Closing shall be held only
if (i) such purchase would not otherwise violate or cause the violation of, any
applicable law or regulations (including, the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended (the "HSR Act"), the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and the rules and regulations
thereunder, or the rules of the New York Stock Exchange or American Stock
Exchange, (ii) no statute, rule, regulation, decree, order or injunction shall
have been promulgated, enacted, entered into or enforced by any governmental
agency or authority or court which prohibits delivery of the Shares, whether
temporary, preliminary or permanent (provided, however, that the parties hereto
shall use their reasonable efforts to have any such order, decree or injunction
vacated or reversed) and (iii) there has been no material breach of the Merger
Agreement by the Purchaser or Parent. In the event the Closing is delayed as a
result of clause (i) or (ii) above, the
<PAGE> 3
3

Closing Date shall be within five business days following the cessation of such
violation, statute, rule, regulation, decree, order or injunction, as the case
may be but not later than the Expiration Date.

If within one year following an exercise of the Option,
there occurs a transaction in which any person or entity (other than Purchaser,
Parent or an affiliate of either of them) becomes the beneficial owner of 50%
or more of the C.R. Gibson Common and in which the consideration paid to
Purchaser or Parent exceeds the exercise price of the Option, the Purchaser
will, promptly following consummation of such transaction, pay to the
Stockholder an amount equal to the excess of the consideration paid in such
transaction per share of C.R. Gibson Common over the exercise price per share,
multiplied by the number of shares acquired upon exercise of the Option. The
provisions of this paragraph shall terminate at such time as Purchaser, Parent
or any affiliate of either of them owns 100% of the C.R. Gibson Common then
outstanding.

Notwithstanding the foregoing, if a transaction is proposed
in which any person or entity (other than Purchaser, Parent or an affiliate of
either of them) would become the beneficial owner of 50% or more of the
outstanding C.R. Gibson Common and if the exercise price per share under the
Option shall be the amount proposed to be paid in such transaction, any notice
given pursuant to this Section 1.2(b) shall be given to Stockholder not less
than five business days prior to the termination of Stockholder's rights to
participate in such transaction. In the event notice of exercise is given by
Purchaser in accordance with the preceding sentence, the obligation of
Purchaser to purchase the Shares described in such notice shall be subject to
the condition that the transaction in which the person or entity would become
the beneficial owner of 50% or more of the C.R. Gibson Common shall have been
consummated.

2. AGREEMENT TO TENDER SHARES. Stockholder agrees to accept the Offer, to
tender the Shares into the Offer and not to withdraw such Shares prior to
consummation of the Offer or withdrawal of the Offer by Purchaser, unless a
transaction is proposed in which any person or entity (other than Purchaser or
Parent) would become the beneficial owner of 50% or more of the outstanding
C.R. Gibson Common and Purchaser shall not have exercised the Option.

grants a proxy hereunder only with respect to the following matters (the
"Designated Matters"): (i) votes or consents with respect to the Merger; (ii)
votes or consents with respect to any action or agreement that would result in
a breach of any covenant, representation or warranty or any other obligation or
agreement of C.R. Gibson under the Merger Agreement; (iii) votes or consents
with respect to any action or agreement that would impede, interfere with,
delay, postpone or attempt to discourage the Offer or the Merger, including,
but not limited to, (a) any extraordinary corporate transaction (other than the
Offer and the Merger), such as a merger, other business combination,
reorganization or liquidation involving C.R. Gibson, (b) a sale or transfer of
a material amount of assets of C.R. Gibson or any of its subsidiaries, (c) any
change in the board of directors of C.R. Gibson, except as otherwise agreed to
in writing by Parent, or (d) any material change in the present capitalization
of C.R. Gibson; and (iv) votes or consents relating to any other material
change in the corporate structure or business of C.R. Gibson. This proxy is
irrevocable, is coupled with an interest sufficient in law to support an
irrevocable proxy and is granted in consideration of and as an inducement to
cause the Parent and Purchaser to enter into the transactions contemplated by
this Agreement and the Merger Agreement. This proxy shall revoke any other
proxy granted by Stockholder at any time with respect to the Shares and no
subsequent proxies will be given with respect thereto by Stockholder. In
addition, if subsequent to the date hereof Stockholder is entitled to vote the
Shares for any purpose, it shall take all actions necessary to vote the Shares
pursuant to instructions received from Purchaser; provided, however, that the
provisions of this sentence shall only apply to the Designated Matters. It is
expressly understood and acknowledged by the parties hereto that nothing
contained herein is intended to restrict the Stockholder (if the Stockholder is
also a director of C.R. Gibson) from voting on any matter, or otherwise from
acting, in the Stockholder's capacity as a director of C.R. Gibson with respect
to any matter, including but not limited to, the general management of over-all
operation of C.R. Gibson.

4. REPRESENTATIONS AND WARRANTIES OF STOCKHOLDER. Stockholder represents
and warrants to Parent and Purchaser as follows:

4.1. OWNERSHIP OF SHARES. On the date hereof, the Shares are
all of the shares of C.R. Gibson Common currently beneficially owned by the
Stockholder. (1) Stockholder does not have any rights to acquire any
additional shares of C.R. Gibson Common from C.R. Gibson, (2) Stockholder
currently has, and at the exercise of the Option and the sale of the Shares to
Purchaser in accordance with this Agreement will have, good, valid and
marketable title to the Shares, free and clear of all liens, encumbrances,
restrictions, options, warrants, rights to purchase and claims of every kind
(other than the encumbrances created by this Agreement and other than
restrictions on transfer under applicable Federal and State securities laws and
(3) the sale of Shares to Purchaser hereunder will transfer to Purchaser good,
valid and marketable title to said Shares included in such transaction, free of
all liens, encumbrances, restrictions and claims
<PAGE> 5
5

of every kind other than restrictions on transfer under applicable Federal and
State securities laws.

4.2. POWER; BINDING AGREEMENT. Stockholder has the full legal
right, power and authority to enter into and perform all of Stockholder's
obligations under this Agreement. The execution and delivery of this Agreement
by Stockholder will not violate any other agreement to which Stockholder is a
party including, without limitation, any voting agreement, stockholders
agreement, voting trust or proxy. This Agreement has been duly executed and
delivered by Stockholder and constitutes a legal, valid and binding agreement
of Stockholder, enforceable in accordance with its terms, except as the
enforcement thereof may be limited by bankruptcy, insolvency, reorganization,
moratorium and similar laws, now or hereafter in effect affecting creditors'
rights and remedies generally or general principles of equity. Neither the
execution or delivery of this Agreement nor the consummation by Stockholder of
the transactions contemplated hereby will (i) require any consent or approval
of or filing by Stockholder with any governmental or other regulatory body
except for filings on Schedule 13D or Schedule 13G and a Form 4 under the
Exchange Act, or (ii) constitute a violation of, conflict with or constitute a
default under, any contract, commitment, agreement, understanding, arrangement
or other restriction of any kind to which Stockholder is a party or by which
Stockholder is bound.

4.3. FINDER'S FEE. No person is, or will be, entitled to any
commission or finder's fees from Stockholder in connection with this Agreement
or the transactions contemplated hereby.

5. REPRESENTATION AND WARRANTIES OF PARENT AND PURCHASER. Each of Parent
and Purchaser represents and warrants to Stockholder as follows:

5.1. POWERS; BINDING AGREEMENT. Each of Parent and Purchaser has
full legal right, power and authority to enter into and perform all of its
obligations under this Agreement. The execution and delivery of this Agreement
by Parent and Purchaser has been authorized by all necessary corporate action
on the part of Parent and Purchaser and will not violate any other agreement to
which Parent and Purchaser is a party. This Agreement has been duly executed
and delivered by each of Parent and Purchaser and constitutes a legal, valid
and binding agreement of Parent and Purchaser, enforceable in accordance with
its terms, except as the enforcement thereof may be limited by bankruptcy,
insolvency, reorganization, moratorium and similar laws, now or hereafter in
effect affecting creditors' rights and remedies generally or general principles
of equity. Neither the execution or delivery of this Agreement nor the
consummation by Parent or Purchaser of the transactions contemplated hereby
will (i) require any consent or approval of or filing by Parent or Purchaser
with any governmental or other regulatory body except for (x) the filings
required under the HSR Act and (y) filings on Schedule 13D under the Exchange
Act, or (ii) constitute a violation of, conflict with or constitute a default
under,
<PAGE> 6
6

any contract, commitment, agreement, understanding, arrangement or other
restriction of any kind to which Parent or Purchaser is a party or by which
Parent or Purchaser is bound.

5.2. FINDER'S FEES. Other than the fee payable by Parent as
disclosed in the Merger Agreement, no person is, or will be, entitled to any
commission or finder's fees from Parent or Purchaser in connection with this
Agreement or the transactions contemplated hereby.

5.3. NO CONFLICT; REQUIRED FILINGS AND CONSENTS. The purchase of
Shares from the Stockholder pursuant to this Agreement is for the account of
the Purchaser for the purpose of investment and not with a view to or for sale
in connection with any distribution thereof within the meaning of the
Securities Act and the rules and regulations promulgated thereunder.

6. FURTHER ASSURANCES. From time to time, at the other party's request and
without further consideration, each party hereto shall execute and deliver such
additional documents and take all such further action as may be necessary or
desirable to consummate the transactions contemplated by this Agreement,
including, without limitation, to vest in Purchaser good title to any Shares
purchased hereunder.

7. CERTAIN COVENANTS OF THE STOCKHOLDER. Except in accordance with the
provisions of this Agreement, Stockholder agrees, while this Agreement is in
effect, not to, directly or indirectly:

(b) grant any proxies, deposit any Shares into a voting
trust or enter into a voting agreement with respect to any Shares; or

Parent and Purchaser, or officers, directors, representatives, agents,
affiliates or associates) in connection with any possible or proposed merger,
consolidation, business combination, liquidation, reorganization, sale or other
disposition of assets, sale of shares of capital stock or similar transactions
involving the Company or any division of the Company.

8. CERTAIN COVENANTS OF PURCHASER AND PARENT.

8.1. OFFER AND MERGER. Parent and Purchaser agree to make the
Offer, and to follow such Offer with the Merger pursuant to the terms, and
subject to the conditions, contained in the Merger Agreement.

8.2. HSR ACT FILINGS. Parent and Purchaser agree to make in a
timely manner any filings required to be made by them under the HSR Act in
connection with the transactions contemplated by this Agreement and the Merger
Agreement.

9. TERMINATION. This Agreement shall terminate on the earliest of:

(a) the date on which Parent, Purchaser and Stockholder
mutually consent to terminate this Agreement in writing;

(b) following the successful consummation of the Offer;
and

If to Purchaser or Parent: If to Stockholder:

Joe L. Powers Willard J. Overlock
Executive Vice President ----------------------------
Thomas Nelson, Inc. Cummings & Lockwood
501 Nelson Place ----------------------------
Nashville, TN 37214 P. O. Box 120
Telephone: (615) 889-9000 ----------------------------
Facsimile: (615) 883-6353 Stamford, CT 06904

with a copy to: with a copy to:

James H. Cheek, III ----------------------------
Bass, Berry & Sims ----------------------------
2700 First American Center ----------------------------
Nashville, TN 37238 ----------------------------

12. ASSIGNS. This Agreement shall be binding upon and inure to the benefit
of the parties hereto, and their respective successors and assigns, but neither
this Agreement nor any of the rights, interests or obligations hereunder shall
be assigned by any of the parties hereto without the prior written consent of
the other parties, except that Purchaser may assign any or all of its rights
and obligations hereunder to Parent or any direct or indirect wholly owned
subsidiary of Parent without the consent of Stockholder, but no such transfer
shall relieve Purchaser of its obligations under this Agreement if such
subsidiary does not perform the obligations of Purchaser hereunder.

14. INJUNCTIVE RELIEF. The parties agree that in the event of a breach of
any provision of this Agreement, the aggrieved party may be without an adequate
remedy at law. The parties therefore agree that in the event of a breach of
any provision of this Agreement, the aggrieved party may elect to institute
and prosecute proceedings in any court of competent
<PAGE> 9
9

jurisdiction to enforce specific performance or to enjoin the continuing
breach of such provision, as well as to obtain damages for breach of
this Agreement and such aggrieved party may take any such actions without the
necessity of posting a bond. By seeking or obtaining such relief, the
aggrieved party will not be precluded from seeking or obtaining any other
relief to which it may be entitled.

15. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original and all of which
together shall constitute one and the same document.

16. SEVERABILITY. Any term or provision of this Agreement which is invalid
or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such invalidity or unenforceability without
rendering invalid or unenforceable the remaining terms and provisions of this
Agreement or affecting the validity or enforceability of any of the terms or
provisions of this Agreement in any other jurisdiction. If any provisions of
this Agreement are so broad as to be unenforceable, such provision shall be
interpreted to be only so broad as is enforceable.

17. FURTHER ASSURANCES. Each party hereto shall execute and deliver such
additional documents as may be necessary or desirable to consummate the
transactions contemplated by this Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed as of the date first above written.

THOMAS NELSON, INC.

By: /s/ Joe L. Powers
-------------------------------
Title: EVP & Secretary
-------------------------

NELSON ACQUISITION CORP.

By: /s/ S. Joseph Moore
-------------------------------
Title: President
-------------------------

/s/ Willard J. Overlock
----------------------------------
Willard J. Overlock
STOCKHOLDER

<PAGE> 1
EXHIBIT (c)(8)

STOCK OPTION AGREEMENT

RECITALS

B. As of the date hereof, Stockholder owns 44,089 shares
of the outstanding C.R. Gibson Common (the "Shares") and desires to (i) grant
to Purchaser the option to acquire all of such Shares at a per share price
equal to the greatest of (x) $9.00, (y) the price per share of C.R. Gibson
Common paid for C.R. Gibson purchased in the Offer or (z) the price paid in any
transaction in which any person or entity shall become the beneficial owner of
50% or more of the outstanding shares of C.R. Gibson Common; (ii) grant to
Purchaser an irrevocable proxy covering the Shares; (iii) enter into an
agreement whereby the Stockholder agrees to tender and not withdraw the Shares
in the Offer; and (iv) agree not to dispose of the Shares or any interest
therein other than in accordance with this Agreement.

C. Parent and Purchaser will enter into the Merger
Agreement in part in reliance on Stockholder's representations, warranties and
agreements under this Agreement.

Agreement

To implement the foregoing and in consideration of the mutual
agreements contained herein, the parties agree as follows:
<PAGE> 2
2

1. THE CONDITIONAL PURCHASE OPTION

1.1. GRANT OF OPTION. Stockholder hereby grants to
Purchaser an irrevocable option to purchase the Shares at a per share price
equal to the greatest of (i) $9.00, (ii) the price per share of C.R. Gibson
Common paid for C.R. Gibson Common purchased in the Offer or (iii) the price
paid in any transaction in which any person or entity shall become the
beneficial owner of 50% or more of the C.R. Gibson Common and on the terms and
subject to the conditions set forth herein (the "Option").

1.2. EXERCISE OF OPTION.

(a) The Option may be exercised by Purchaser (or
its designee, which designee must be Parent or a direct or indirect wholly
owned subsidiary of Parent), in whole or in part, at any time, or from time to
time, during the period beginning on the final business day before the
expiration date of the Offer and ending on the Expiration Date. As used
herein, the term "Expiration Date" means the first to occur of any of the
following dates:

(x) consummation of the Offer; or (y) the termination of the Merger
Agreement pursuant to its terms (unless Purchaser has theretofore
sent the written notice specified in Section 1.2(b)).

(b) If Purchaser wishes to exercise the Option
(the "Option Purchase"), Purchaser shall send a written notice to Stockholder
of its intention to exercise the Option, specifying the number of Shares to be
purchased, whether Purchaser and/or a designee of Purchaser will be purchasing
the Shares and the place, and, if then known, time and date of the closing of
such purchase (the "Closing Date" or the "Closing"), which date shall not be
less than two business days nor more than ten business days from the date on
which such notice is delivered; provided, that the Closing shall be held only
if (i) such purchase would not otherwise violate or cause the violation of, any
applicable law or regulations (including, the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended (the "HSR Act"), the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and the rules and regulations
thereunder, or the rules of the New York Stock Exchange or American Stock
Exchange, (ii) no statute, rule, regulation, decree, order or injunction shall
have been promulgated, enacted, entered into or enforced by any governmental
agency or authority or court which prohibits delivery of the Shares, whether
temporary, preliminary or permanent (provided, however, that the parties hereto
shall use their reasonable efforts to have any such order, decree or injunction
vacated or reversed) and (iii) there has been no material breach of the Merger
Agreement by the Purchaser or Parent. In the event the Closing is delayed as a
result of clause (i) or (ii) above, the
<PAGE> 3

grants a proxy hereunder only with respect to the following matters (the
"Designated Matters"): (i) votes or consents with respect to the Merger; (ii)
votes or consents with respect to any action or agreement that would result in
a breach of any covenant, representation or warranty or any other obligation or
agreement of C.R. Gibson under the Merger Agreement; (iii) votes or consents
with respect to any action or agreement that would impede, interfere with,
delay, postpone or attempt to discourage the Offer or the Merger, including,
but not limited to, (a) any extraordinary corporate transaction (other than the
Offer and the Merger), such as a merger, other business combination,
reorganization or liquidation involving C.R. Gibson, (b) a sale or transfer of
a material amount of assets of C.R. Gibson or any of its subsidiaries, (c) any
change in the board of directors of C.R. Gibson, except as otherwise agreed to
in writing by Parent, or (d) any material change in the present capitalization
of C.R. Gibson; and (iv) votes or consents relating to any other material
change in the corporate structure or business of C.R. Gibson. This proxy is
irrevocable, is coupled with an interest sufficient in law to support an
irrevocable proxy and is granted in consideration of and as an inducement to
cause the Parent and Purchaser to enter into the transactions contemplated by
this Agreement and the Merger Agreement. This proxy shall revoke any other
proxy granted by Stockholder at any time with respect to the Shares and no
subsequent proxies will be given with respect thereto by Stockholder. In
addition, if subsequent to the date hereof Stockholder is entitled to vote the
Shares for any purpose, it shall take all actions necessary to vote the Shares
pursuant to instructions received from Purchaser; provided, however, that the
provisions of this sentence shall only apply to the Designated Matters. It is
expressly understood and acknowledged by the parties hereto that nothing
contained herein is intended to restrict the Stockholder (if the Stockholder is
also a director of C.R. Gibson) from voting on any matter, or otherwise from
acting, in the Stockholder's capacity as a director of C.R. Gibson with
respect to any matter, including but not limited to, the general management of
over-all operation of C.R. Gibson.

4. REPRESENTATIONS AND WARRANTIES OF STOCKHOLDER. Stockholder represents
and warrants to Parent and Purchaser as follows:

4.1. OWNERSHIP OF SHARES. On the date hereof, the Shares
are all of the shares of C.R. Gibson Common currently beneficially owned by the
Stockholder. (1) Stockholder does not have any rights to acquire any
additional shares of C.R. Gibson Common from C.R. Gibson, (2) Stockholder
currently has, and at the exercise of the Option and the sale of the Shares to
Purchaser in accordance with this Agreement will have, good, valid and
marketable title to the Shares, free and clear of all liens, encumbrances,
restrictions, options, warrants, rights to purchase and claims of every kind
(other than the encumbrances created by this Agreement and other than
restrictions on transfer under applicable Federal and State securities laws and
(3) the sale of Shares to Purchaser hereunder will transfer to Purchaser good,
valid and marketable title to said Shares included in such transaction, free of
all liens, encumbrances, restrictions and claims
<PAGE> 5

of every kind other than restrictions on transfer under applicable Federal and
State securities laws.

4.2. POWER; BINDING AGREEMENT. Stockholder has the full
legal right, power and authority to enter into and perform all of Stockholder's
obligations under this Agreement. The execution and delivery of this Agreement
by Stockholder will not violate any other agreement to which Stockholder is a
party including, without limitation, any voting agreement, stockholders
agreement, voting trust or proxy. This Agreement has been duly executed and
delivered by Stockholder and constitutes a legal, valid and binding agreement
of Stockholder, enforceable in accordance with its terms, except as the
enforcement thereof may be limited by bankruptcy, insolvency, reorganization,
moratorium and similar laws, now or hereafter in effect affecting creditors'
rights and remedies generally or general principles of equity. Neither the
execution or delivery of this Agreement nor the consummation by Stockholder of
the transactions contemplated hereby will (i) require any consent or approval
of or filing by Stockholder with any governmental or other regulatory body
except for filings on Schedule 13D or Schedule 13G and a Form 4 under the
Exchange Act, or (ii) constitute a violation of, conflict with or constitute a
default under, any contract, commitment, agreement, understanding, arrangement
or other restriction of any kind to which Stockholder is a party or by which
Stockholder is bound.

4.3. FINDER'S FEE. No person is, or will be, entitled to
any commission or finder's fees from Stockholder in connection with this
Agreement or the transactions contemplated hereby.

5. REPRESENTATION AND WARRANTIES OF PARENT AND PURCHASER. Each of Parent
and Purchaser represents and warrants to Stockholder as follows:

5.1. POWERS; BINDING AGREEMENT. Each of Parent and
Purchaser has full legal right, power and authority to enter into and perform
all of its obligations under this Agreement. The execution and delivery of
this Agreement by Parent and Purchaser has been authorized by all necessary
corporate action on the part of Parent and Purchaser and will not violate any
other agreement to which Parent and Purchaser is a party. This Agreement has
been duly executed and delivered by each of Parent and Purchaser and
constitutes a legal, valid and binding agreement of Parent and Purchaser,
enforceable in accordance with its terms, except as the enforcement thereof may
be limited by bankruptcy, insolvency, reorganization, moratorium and similar
laws, now or hereafter in effect affecting creditors' rights and remedies
generally or general principles of equity. Neither the execution or delivery
of this Agreement nor the consummation by Parent or Purchaser of the
transactions contemplated hereby will (i) require any consent or approval of or
filing by Parent or Purchaser with any governmental or other regulatory body
except for (x) the filings required under the HSR Act and (y) filings on
Schedule 13D under the Exchange Act, or (ii) constitute a violation of,
conflict with or constitute a default under,
<PAGE> 6

any contract, commitment, agreement, understanding, arrangement or other
restriction of any kind to which Parent or Purchaser is a party or by which
Parent or Purchaser is bound.

5.2. FINDER'S FEES. Other than the fee payable by Parent
as disclosed in the Merger Agreement, no person is, or will be, entitled to any
commission or finder's fees from Parent or Purchaser in connection with this
Agreement or the transactions contemplated hereby.

5.3. NO CONFLICT; REQUIRED FILINGS AND CONSENTS. The
purchase of Shares from the Stockholder pursuant to this Agreement is for the
account of the Purchaser for the purpose of investment and not with a view to
or for sale in connection with any distribution thereof within the meaning of
the Securities Act and the rules and regulations promulgated thereunder.

7. CERTAIN COVENANTS OF THE STOCKHOLDER. Except in accordance with the
provisions of this Agreement, Stockholder agrees, while this Agreement is in
effect, not to, directly or indirectly:

(a) sell, transfer, pledge, encumber, assign or
otherwise dispose of or enter into any contract, option or other arrangement or
understanding with respect to the sale, transfer, pledge, encumbrance,
assignment or other disposition of, any of the Shares other than transfers to
family members, trusts for the benefit of the Stockholder or family members or
in connection with estate planning but only if the transferee of such Shares
agrees in writing to be bound by the provisions of this Agreement with respect
to such Shares;

(b) grant any proxies, deposit any Shares into a
voting trust or enter into a voting agreement with respect to any Shares; or

8. CERTAIN COVENANTS OF PURCHASER AND PARENT.

8.1. OFFER AND MERGER. Parent and Purchaser agree to make
the Offer, and to follow such Offer with the Merger pursuant to the terms, and
subject to the conditions, contained in the Merger Agreement.

8.2. HSR ACT FILINGS. Parent and Purchaser agree to make
in a timely manner any filings required to be made by them under the HSR Act in
connection with the transactions contemplated by this Agreement and the Merger
Agreement.

9. TERMINATION. This Agreement shall terminate on the earliest of:

(a) the date on which Parent, Purchaser and
Stockholder mutually consent to terminate this Agreement in writing;

(b) following the successful consummation of the
Offer; and

If to Purchaser or Parent: If to Stockholder:

Joe L. Powers 719 Valley Road
Executive Vice President ----------------------
Thomas Nelson, Inc. New Canaan, CT 06840
501 Nelson Place ----------------------
Nashville, TN 37214 ----------------------
Telephone: (615) 889-9000
Facsimile: (615) 883-6353

with a copy to: with a copy to:

James H. Cheek, III ----------------------
Bass, Berry & Sims ----------------------
2700 First American Center ----------------------
Nashville, TN 37238 ----------------------

14. INJUNCTIVE RELIEF. The parties agree that in the event of a breach of
any provision of this Agreement, the aggrieved party may be without an adequate
remedy at law. The parties therefore agree that in the event of a breach of
any provision of this Agreement, the aggrieved party may elect to institute
and prosecute proceedings in any court of competent
<PAGE> 9

jurisdiction to enforce specific performance or to enjoin the continuing
breach of such provision, as well as to obtain damages for breach of
this Agreement and such aggrieved party may take any such actions without the
necessity of posting a bond. By seeking or obtaining such relief, the
aggrieved party will not be precluded from seeking or obtaining any other
relief to which it may be entitled.

15. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original and all of which
together shall constitute one and the same document.

17. FURTHER ASSURANCES. Each party hereto shall execute and deliver such
additional documents as may be necessary or desirable to consummate the
transactions contemplated by this Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed as of the date first above written.

THOMAS NELSON, INC.

By: /s/ Joe L. Powers
------------------------------------
Title: EVP & Secretary
---------------------------

NELSON ACQUISITION CORP.

By: /s/ S. Joseph Moore
------------------------------------
Title: President
---------------------------

/s/ Rudolf Eberstadt, Jr.
---------------------------------------
Rudolf Eberstadt, Jr.
STOCKHOLDER

<PAGE> 1
EXHIBIT (c)(9)

STOCK OPTION AGREEMENT

Stock Option Agreement dated as of September 13, 1995, by and
among Thomas Nelson, Inc., a Tennessee corporation ("Parent"), Nelson
Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of
Parent ("Purchaser"), and RUDOLPH EBERSTADT CHARITABLE REMAINDER UNITRUST
("Stockholder").

RECITALS

B. As of the date hereof, Stockholder owns 52,083 shares
of the outstanding C.R. Gibson Common (the "Shares") and desires to (i) grant
to Purchaser the option to acquire all of such Shares at a per share price
equal to the greatest of (x) $9.00, (y) the price per share of C.R. Gibson
Common paid for C.R. Gibson purchased in the Offer or (z) the price paid in any
transaction in which any person or entity shall become the beneficial owner of
50% or more of the outstanding shares of C.R. Gibson Common; (ii) grant to
Purchaser an irrevocable proxy covering the Shares; (iii) enter into an
agreement whereby the Stockholder agrees to tender and not withdraw the Shares
in the Offer; and (iv) agree not to dispose of the Shares or any interest
therein other than in accordance with this Agreement.

C. Parent and Purchaser will enter into the Merger
Agreement in part in reliance on Stockholder's representations, warranties and
agreements under this Agreement.

AGREEMENT

To implement the foregoing and in consideration of the mutual
agreements contained herein, the parties agree as follows:
<PAGE> 2
2

1. THE CONDITIONAL PURCHASE OPTION

1.1. GRANT OF OPTION. Stockholder hereby grants to
Purchaser an irrevocable option to purchase the Shares at a per share price
equal to the greatest of (i) $9.00, (ii) the price per share of C.R. Gibson
Common paid for C.R. Gibson Common purchased in the Offer or (iii) the price
paid in any transaction in which any person or entity shall become the
beneficial owner of 50% or more of the C.R. Gibson Common and on the terms and
subject to the conditions set forth herein (the "Option").

1.2 EXERCISE OF OPTION.

(a) The Option may be exercised by Purchaser (or
its designee, which designee must be Parent or a direct or indirect wholly
owned subsidiary of Parent), in whole or in part, at any time, or from time to
time, during the period beginning on the final business day before the
expiration date of the Offer and ending on the Expiration Date. As used
herein, the term "Expiration Date" means the first to occur of any of the
following dates:

(x) consummation of the Offer; or (y) the termination of the
Merger Agreement pursuant to its terms (unless Purchaser has
theretofore sent the written notice specified in Section
1.2(b)).

(b) If Purchaser wishes to exercise the Option
(the "Option Purchase"), Purchaser shall send a written notice to Stockholder
of its intention to exercise the Option, specifying the number of Shares to be
purchased, whether Purchaser and/or a designee of Purchaser will be purchasing
the Shares and the place, and, if then known, time and date of the closing of
such purchase (the "Closing Date" or the "Closing"), which date shall not be
less than two business days nor more than ten business days from the date on
which such notice is delivered; provided, that the Closing shall be held only
if (i) such purchase would not otherwise violate or cause the violation of, any
applicable law or regulations (including, the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended (the "HSR Act"), the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and the rules and regulations
thereunder, or the rules of the New York Stock Exchange or American Stock
Exchange, (ii) no statute, rule, regulation, decree, order or injunction shall
have been promulgated, enacted, entered into or enforced by any governmental
agency or authority or court which prohibits delivery of the Shares, whether
temporary, preliminary or permanent (provided, however, that the parties hereto
shall use their reasonable efforts to have any such order, decree or injunction
vacated or reversed) and (iii) there has been no material breach of the Merger
Agreement by the Purchaser or Parent. In the event the Closing is delayed as a
result of clause (i) or (ii) above, the Closing Date shall be within five
business days following the cessation of such violation,
<PAGE> 3

statute, rule, regulation, decree, order or injunction, as the case may be but
not later than the Expiration Date.

4. REPRESENTATIONS AND WARRANTIES OF STOCKHOLDER. Stockholder represents
and warrants to Parent and Purchaser as follows:

4.1 OWNERSHIP OF SHARES. On the date hereof, the Shares
are all of the shares of C.R. Gibson Common currently beneficially owned by the
Stockholder. (1) Stockholder does not have any rights to acquire any
additional shares of C.R. Gibson Common from C.R. Gibson, (2) Stockholder
currently has, and at the exercise of the Option and the sale of the Shares to
Purchaser in accordance with this Agreement will have, good, valid and
marketable title to the Shares, free and clear of all liens, encumbrances,
restrictions, options, warrants, rights to purchase and claims of every kind
(other than the encumbrances created by this Agreement and other than
restrictions on transfer under applicable Federal and State securities laws and
(3) the sale of Shares to Purchaser hereunder will transfer to Purchaser good,
valid and marketable title to said Shares included in such transaction, free of
all liens, encumbrances, restrictions and claims
<PAGE> 5

of every kind other than restrictions on transfer under applicable Federal and
State securities laws.

4.2 POWER; BINDING AGREEMENT. Stockholder has the full
legal right, power and authority to enter into and perform all of Stockholder's
obligations under this Agreement. The execution and delivery of this Agreement
by Stockholder will not violate any other agreement to which Stockholder is a
party including, without limitation, any voting agreement, stockholders
agreement, voting trust or proxy. This Agreement has been duly executed and
delivered by Stockholder and constitutes a legal, valid and binding agreement
of Stockholder, enforceable in accordance with its terms, except as the
enforcement thereof may be limited by bankruptcy, insolvency, reorganization,
moratorium and similar laws, now or hereafter in effect affecting creditors'
rights and remedies generally or general principles of equity. Neither the
execution or delivery of this Agreement nor the consummation by Stockholder of
the transactions contemplated hereby will (i) require any consent or approval
of or filing by Stockholder with any governmental or other regulatory body
except for filings on Schedule 13D or Schedule 13G and a Form 4 under the
Exchange Act, or (ii) constitute a violation of, conflict with or constitute a
default under, any contract, commitment, agreement, understanding, arrangement
or other restriction of any kind to which Stockholder is a party or by which
Stockholder is bound.

4.3 FINDER'S FEE. No person is, or will be, entitled to
any commission or finder's fees from Stockholder in connection with this
Agreement or the transactions contemplated hereby.

5. REPRESENTATION AND WARRANTIES OF PARENT AND PURCHASER. Each of Parent
and Purchaser represents and warrants to Stockholder as follows:

5.1 POWERS; BINDING AGREEMENT. Each of Parent and
Purchaser has full legal right, power and authority to enter into and perform
all of its obligations under this Agreement. The execution and delivery of
this Agreement by Parent and Purchaser has been authorized by all necessary
corporate action on the part of Parent and Purchaser and will not violate any
other agreement to which Parent and Purchaser is a party. This Agreement has
been duly executed and delivered by each of Parent and Purchaser and
constitutes a legal, valid and binding agreement of Parent and Purchaser,
enforceable in accordance with its terms, except as the enforcement thereof may
be limited by bankruptcy, insolvency, reorganization, moratorium and similar
laws, now or hereafter in effect affecting creditors' rights and remedies
generally or general principles of equity. Neither the execution or delivery
of this Agreement nor the consummation by Parent or Purchaser of the
transactions contemplated hereby will (i) require any consent or approval of or
filing by Parent or Purchaser with any governmental or other regulatory body
except for (x) the filings required under the HSR Act and (y) filings on
Schedule 13D under the Exchange Act, or (ii) constitute a violation of,
conflict with or constitute a default under,
<PAGE> 6

any contract, commitment, agreement, understanding, arrangement or other
restriction of any kind to which Parent or Purchaser is a party or by which
Parent or Purchaser is bound.

7. CERTAIN COVENANTS OF THE STOCKHOLDER. Except in accordance with the
provisions of this Agreement, Stockholder agrees, while this Agreement is in
effect, not to, directly or indirectly:

(a) sell, transfer, pledge, encumber, assign or
otherwise dispose of or enter into any contract, option or other arrangement or
understanding with respect to the sale, transfer, pledge, encumbrance,
assignment or other disposition of, any of the Shares other than transfers to
family members, trusts for the benefit of the Stockholder or family members or
in connection with estate planning but only if the transferee of such Shares
agrees in writing to be bound by the provisions of this Agreement with respect
to such Shares;

(b) grant any proxies, deposit any Shares into a
voting trust or enter into a voting agreement with respect to any Shares; or

8. CERTAIN COVENANTS OF PURCHASER AND PARENT.

8.1 OFFER AND MERGER. Parent and Purchaser agree to make
the Offer, and to follow such Offer with the Merger pursuant to the terms, and
subject to the conditions, contained in the Merger Agreement.

9. TERMINATION. This Agreement shall terminate on the earliest of:

(a) the date on which Parent, Purchaser and
Stockholder mutually consent to terminate this Agreement in writing;

(b) following the successful consummation of the
Offer; and

If to Purchaser or Parent: If to Stockholder:

Joe L. Powers 427 Bridgeport Ave.
Executive Vice President -----------------------
Thomas Nelson, Inc. Shelton, CT 06484
501 Nelson Place -----------------------
Nashville, TN 37214
Telephone: (615) 889-9000 -----------------------
Facsimile: (615) 883-6353

with a copy to: with a copy to:

James H. Cheek, III -----------------------
Bass, Berry & Sims -----------------------
2700 First American Center -----------------------
Nashville, TN 37238 -----------------------

14. INJUNCTIVE RELIEF. The parties agree that in the event of a breach of
any provision of this Agreement, the aggrieved party may be without an adequate
remedy at law. The parties therefore agree that in the event of a breach of
any provision of this Agreement, the aggrieved party may elect to institute
and prosecute proceedings in any court of competent
<PAGE> 9

jurisdiction to enforce specific performance or to enjoin the continuing
breach of such provision, as well as to obtain damages for breach of
this Agreement and such aggrieved party may take any such actions without the
necessity of posting a bond. By seeking or obtaining such relief, the
aggrieved party will not be precluded from seeking or obtaining any other
relief to which it may be entitled.

15. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original and all of which
together shall constitute one and the same document.

17. FURTHER ASSURANCES. Each party hereto shall execute and deliver such
additional documents as may be necessary or desirable to consummate the
transactions contemplated by this Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed as of the date first above written.

THOMAS NELSON, INC.

By:
------------------------
Title:
------------------

NELSON ACQUISITION CORP.

By:
------------------------
Title:
------------------

RUDOLPH EBERSTADT CHARITABLE
REMAINDER UNITRUST

By: /s/ Rudolph Eberstadt
-----------------------
Title: Trustee
-----------------
STOCKHOLDER

<PAGE> 1
EXHIBIT (c)(10)

STOCK OPTION AGREEMENT

RECITALS

B. As of the date hereof, Stockholder owns 113,333
shares of the outstanding C.R. Gibson Common (the "Shares") and desires to (i)
grant to Purchaser the option to acquire all of such Shares at a per share
price equal to the greatest of (x) $9.00, (y) the price per share of C.R.
Gibson Common paid for C.R. Gibson purchased in the Offer or (z) the price paid
in any transaction in which any person or entity shall become the beneficial
owner of 50% or more of the outstanding shares of C.R. Gibson Common; (ii)
grant to Purchaser an irrevocable proxy covering the Shares; (iii) enter into
an agreement whereby the Stockholder agrees to tender and not withdraw the
Shares in the Offer; and (iv) agree not to dispose of the Shares or any
interest therein other than in accordance with this Agreement.

C. Parent and Purchaser will enter into the Merger
Agreement in part in reliance on Stockholder's representations, warranties and
agreements under this Agreement.

AGREEMENT

To implement the foregoing and in consideration of the mutual
agreements contained herein, the parties agree as follows:

<PAGE> 2
2