Unum Group — Director's Dealing 2003

Jun 9, 2003

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: UNUMPROVIDENT CORP (UNM)
CIK: 0000005513
Period of Report: 2003-05-28

Reporting Person: MADEJA PETER C (Executive Vice President)

Footnotes

F1: This amount includes the following non-derivative securities: Employee Stock Purchase Plan - 3,584 shares; restricted stock - 22,012 shares, including 19,012 issued on 4/15/2003 (vests 4/15/2006) and 3,000 shares issued on 2/28/01 (1,000 vested 2/28/2002, 1,000 vested 2/28/2003 and 1,000 vests 2/28/2004); and shares held outside of any plan - 15,031 shares.

F2: Exercisable with the original grant to which the dividend relates.

F3: Not applicable.

F4: Conversion is one for one.

F5: 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.

F6: 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.