Unum Group — Director's Dealing 2003

Sep 3, 2003

SEC Form 5/A — Form 5/A

Issuer: UNUMPROVIDENT CORP (UNM)
CIK: 0000005513
Period of Report: 2000-12-31

Reporting Person: MADEJA PETER C (Senior Vice President)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2000-12-31	Phantom Stock/Dividend Equivalent Rights (Prem.)	$0.00	A	4.74	Acquired		Common Stock (4.74)	Direct
2000-12-31	Phantom Stock/Dividend Equivalent Rights (Purch.)	$0.00	A	11.08	Acquired		Common Stock (11.08)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	14845.00	Direct

Footnotes

F1: This amount was reported as 15,654 on the original Form 5 due to the inclusion of 809 shares of phantom stock. All but 15.82 of those shares of phantom stock were to have been reported on Table II of prior forms, and those forms have now been amended to do so. This amendment corrects the error by moving the reporting for the 15.82 shares of phantom stock to Table II of this form.

F2: Conversion is one for one.

F3: These shares were acquired under the Company's Management Incentive Compensation Plan at a range of prices on quarterly dividend dates.

F4: Under the Company's Management Incentive Compensation Plan, when a Participant receives an Award, that Award may be converted into Phantom Shares, some of which are immediately vested and some of which are subject to forfeiture. Each Phantom Share is credited with a Dividend Equivalent which is converted into a Phantom Share with the same characteristics as the original Phantom Share. The shares reported on this line are subject to forfeiture during a three-year period following the conversion of the MICP Award to which they relate into Performance Shares. However, the Committee retains discretion to pay such forfeited shares to the Participant. The Participant elects to receive payment for the shares by specifying a date that is the earlier of (i) at least three years after the date the deferred portion of the Award was converted into Performance Shares or (ii) as soon as practicable after the date on which the Participant ceases to be an employee of the Company for any reason. A Participant may elect to extend the date for payment of Performance Shares so long as the election is made at least six months prior to the then-current payment date.

F5: Under the Company's Management Incentive Compensation Plan, when a Participant receives an Award, that Award may be converted into Phantom Shares, some of which are immediately vested and some of which are subject to forfeiture. Each Phantom Share is credited with a Dividend Equivalent which is converted into a Phantom Share with the same characteristics as the original Phantom Share. The shares reported on this line are not subject to forfeiture under the Plan. The Participant elects to receive payment for the shares by specifying a date that is the earlier of (i) at least three years after the date the deferred portion of the Award was converted into Performance Shares or (ii) as soon as practicable after the date on which the Participant ceases to be an employee of the Company for any reason. A Participant may elect to extend the date for payment of Performance Shares so long as the election is made at least six months prior to the then-current payment date.