Unum Group — Director's Dealing 2003

Sep 3, 2003

SEC Form 3/A — Form 3/A

Issuer: UNUMPROVIDENT CORP (UNM)
CIK: 0000005513
Period of Report: 2000-03-01

Reporting Person: MADEJA PETER C (Senior Vice President)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	14091	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock/Dividend Equivalent Rights (Prem.)	$0.00		Common Stock (5.45)		Direct
Phantom Stock/Dividend Equivalent Rights (Purch.)	$0.00		Common Stock (12.74)		Direct
Phantom Stock/Grant (Premium Shares)	$0.00		Common Stock (232.39)		Direct
Phantom Stock/Grant (Purchased Shares)	$0.00		Common Stock (542.24)		Direct

Footnotes

F1: This amount was reported as 14,883.8166 on the original Form 3 because it included 792.82 shares of phantom stock which should have been reported on Table II. This amendment corrects the error.

F2: 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.

F3: Exercisable with the original grant to which the dividend relates.

F4: Conversion is one for one.

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.

F6: These phantom stock units are subject to forfeiture during a three-year period following the award, unless the participant terminates employment as a result of death, disability or retirement for any other reason other than for cause or voluntary resignation or for any reason following a change in control. Termination of employment for cause or voluntary resignation prior to a change in control will result in forfeiture, unless the Committee determines otherwise. If not forfeited, these units will be paid (settled) in the same manner as the Purchased Shares. Participant may elect to extend the deferral period for payment of the shares beyond the original deferral period, but not beyond termination of employment. Any such election must be made at least six (6) months prior to the previously selected payment date. Generally, the units are payable in Company common stock; however, the Company's Compensation Committee has the authority to direct that the value of such shares be paid in part or entirely in cash.

F7: These phantom stock units vested immediately on the grant date and will be paid (settled) beginning on the earlier of (a) a date specified by the participant that is at least 3 years after the grant date or (b) as soon as practicable after the date on which the participant ceases to be an employee of the Company for any reason. Participants may elect to extend the deferral period for payment of the shares beyond the original deferral period, but not beyond termination of employment. Any such election must be made at least six (6) months prior to the previously selected payment date. Generally, the units are payable in Company common stock; however, the Company's Compensation Committee has the authority to direct that the value of such shares be paid in part or entirely in cash.