Unum Group — Major Shareholding Notification 2007

Mar 30, 2007

SC 13D/A 1 a07-9508_1sc13da.htm SC 13D/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D

*Under the Securities Exchange Act of 1934 (Amendment No. 1)**

*Unum Group*

(Name of Issuer)

*Common Stock, $.10 par value*

(Title of Class of Securities)

*91529Y106*

(CUSIP Number)

*Ralph V. Whitworth Relational Investors, LLC 12400 High Bluff Drive, Suite 600 San Diego, CA 92130 (858) 704-3333*

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

*March 29, 2007*

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

*Note* : Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

• The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SEQ.=1,FOLIO='',FILE='C:\JMS\gkibbe\07-9508-1\task1947235\9508-1-ba.htm',USER='gkibbe',CD='Mar 30 14:04 2007'

CUSIP No. 91529Y106 — 1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Relational Investors, LLC
2.	Check the Appropriate Box
if a Member of a Group (See Instructions)
	(a)	x
	(b)	o
3.	SEC Use Only
4.	Source of Funds (See
Instructions) OO
5.	Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e) o
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power 25,662,326
	8.	Shared Voting Power -0-
	9.	Sole Dispositive Power 25,662,326
	10.	Shared Dispositive Power -0-
11.	Aggregate Amount
Beneficially Owned by Each Reporting Person 25,662,326
12.	Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) o
13.	Percent of Class
Represented by Amount in Row (11) 7.49%
14.	Type of Reporting Person
(See Instructions) IA/HC/OO

2

SEQ.=1,FOLIO='2',FILE='C:\JMS\gkibbe\07-9508-1\task1947235\9508-1-ba.htm',USER='gkibbe',CD='Mar 30 14:04 2007'

| 2. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Relational Investors, L.P. — Check the Appropriate Box
if a Member of a Group (See Instructions) | |
| --- | --- | --- |
| | (a) | x |
| | (b) | o |
| 3. | SEC Use Only | |
| 4. | Source of Funds (See
Instructions) WC | |
| 5. | Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e) o | |
| 6. | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 4,191,241 |
| | 8. | Shared Voting Power -0- |
| | 9. | Sole Dispositive Power 4,191,241 |
| | 10. | Shared Dispositive Power -0- |
| 11. | Aggregate Amount
Beneficially Owned by Each Reporting Person 4,191,241 | |
| 12. | Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) o | |
| 13. | Percent of Class
Represented by Amount in Row (11) 1.22% | |
| 14. | Type of Reporting Person
(See Instructions) PN | |

3

SEQ.=1,FOLIO='3',FILE='C:\JMS\gkibbe\07-9508-1\task1947235\9508-1-ba.htm',USER='gkibbe',CD='Mar 30 14:04 2007'

| 2. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Relational Fund Partners, L.P. — Check the Appropriate Box
if a Member of a Group (See Instructions) | |
| --- | --- | --- |
| | (a) | x |
| | (b) | o |
| 3. | SEC Use Only | |
| 4. | Source of Funds (See
Instructions) WC/OO | |
| 5. | Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e) o | |
| 6. | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 111,682 |
| | 8. | Shared Voting Power -0- |
| | 9. | Sole Dispositive Power 111,682 |
| | 10. | Shared Dispositive Power -0- |
| 11. | Aggregate Amount
Beneficially Owned by Each Reporting Person 111,682 | |
| 12. | Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) o | |
| 13. | Percent of Class
Represented by Amount in Row (11) 0.03% | |
| 14. | Type of Reporting Person
(See Instructions) PN | |

4

SEQ.=1,FOLIO='4',FILE='C:\JMS\gkibbe\07-9508-1\task1947235\9508-1-ba.htm',USER='gkibbe',CD='Mar 30 14:04 2007'

| 2. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Relational Coast Partners, L.P. — Check the Appropriate Box
if a Member of a Group (See Instructions) | |
| --- | --- | --- |
| | (a) | x |
| | (b) | o |
| 3. | SEC Use Only | |
| 4. | Source of Funds (See
Instructions) WC/OO | |
| 5. | Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e) o | |
| 6. | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 249,937 |
| | 8. | Shared Voting Power -0- |
| | 9. | Sole Dispositive Power 249,937 |
| | 10. | Shared Dispositive Power -0- |
| 11. | Aggregate Amount
Beneficially Owned by Each Reporting Person 249,937 | |
| 12. | Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) o | |
| 13. | Percent of Class
Represented by Amount in Row (11) 0.07% | |
| 14. | Type of Reporting Person
(See Instructions) PN | |

5

SEQ.=1,FOLIO='5',FILE='C:\JMS\gkibbe\07-9508-1\task1947235\9508-1-ba.htm',USER='gkibbe',CD='Mar 30 14:04 2007'

| 2. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Relational Partners, L.P. — Check the Appropriate Box
if a Member of a Group (See Instructions) | |
| --- | --- | --- |
| | (a) | x |
| | (b) | o |
| 3. | SEC Use Only | |
| 4. | Source of Funds (See
Instructions) WC | |
| 5. | Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e) o | |
| 6. | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 95,793 |
| | 8. | Shared Voting Power -0- |
| | 9. | Sole Dispositive Power 95,793 |
| | 10. | Shared Dispositive Power -0- |
| 11. | Aggregate Amount
Beneficially Owned by Each Reporting Person 95,793 | |
| 12. | Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) o | |
| 13. | Percent of Class
Represented by Amount in Row (11) 0.03% | |
| 14. | Type of Reporting Person
(See Instructions) PN | |

6

SEQ.=1,FOLIO='6',FILE='C:\JMS\gkibbe\07-9508-1\task1947235\9508-1-ba.htm',USER='gkibbe',CD='Mar 30 14:04 2007'

| 2. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) RH Fund 1, L.P. — Check the Appropriate Box
if a Member of a Group (See Instructions) | |
| --- | --- | --- |
| | (a) | x |
| | (b) | o |
| 3. | SEC Use Only | |
| 4. | Source of Funds (See
Instructions) WC/OO | |
| 5. | Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e) o | |
| 6. | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 2,378,780 |
| | 8. | Shared Voting Power -0- |
| | 9. | Sole Dispositive Power 2,378,780 |
| | 10. | Shared Dispositive Power -0- |
| 11. | Aggregate Amount
Beneficially Owned by Each Reporting Person 2,378,780 | |
| 12. | Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) o | |
| 13. | Percent of Class
Represented by Amount in Row (11) 0.69% | |
| 14. | Type of Reporting Person
(See Instructions) PN | |

7

SEQ.=1,FOLIO='7',FILE='C:\JMS\gkibbe\07-9508-1\task1947235\9508-1-ba.htm',USER='gkibbe',CD='Mar 30 14:04 2007'

| 2. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) RH Fund 2, L.P. — Check the Appropriate Box
if a Member of a Group (See Instructions) | |
| --- | --- | --- |
| | (a) | x |
| | (b) | o |
| 3. | SEC Use Only | |
| 4. | Source of Funds (See
Instructions) WC/OO | |
| 5. | Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e) o | |
| 6. | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 2,181,084 |
| | 8. | Shared Voting Power -0- |
| | 9. | Sole Dispositive Power 2,181,084 |
| | 10. | Shared Dispositive Power -0- |
| 11. | Aggregate Amount
Beneficially Owned by Each Reporting Person 2,181,084 | |
| 12. | Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) o | |
| 13. | Percent of Class
Represented by Amount in Row (11) 0.64% | |
| 14. | Type of Reporting Person
(See Instructions) PN | |

8

SEQ.=1,FOLIO='8',FILE='C:\JMS\gkibbe\07-9508-1\task1947235\9508-1-ba.htm',USER='gkibbe',CD='Mar 30 14:04 2007'

| 2. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) RH Fund 4, L.P. — Check the Appropriate Box
if a Member of a Group (See Instructions) | |
| --- | --- | --- |
| | (a) | x |
| | (b) | o |
| 3. | SEC Use Only | |
| 4. | Source of Funds (See
Instructions) WC | |
| 5. | Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e) o | |
| 6. | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 623,740 |
| | 8. | Shared Voting Power -0- |
| | 9. | Sole Dispositive Power 623,740 |
| | 10. | Shared Dispositive Power -0- |
| 11. | Aggregate Amount
Beneficially Owned by Each Reporting Person 623,740 | |
| 12. | Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) o | |
| 13. | Percent of Class
Represented by Amount in Row (11) 0.18% | |
| 14. | Type of Reporting Person
(See Instructions) PN | |

9

SEQ.=1,FOLIO='9',FILE='C:\JMS\gkibbe\07-9508-1\task1947235\9508-1-ba.htm',USER='gkibbe',CD='Mar 30 14:04 2007'

| 2. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) RH Fund 6, L.P. — Check the Appropriate Box
if a Member of a Group (See Instructions) | |
| --- | --- | --- |
| | (a) | x |
| | (b) | o |
| 3. | SEC Use Only | |
| 4. | Source of Funds (See
Instructions) WC | |
| 5. | Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e) o | |
| 6. | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 411,417 |
| | 8. | Shared Voting Power -0- |
| | 9. | Sole Dispositive Power 411,417 |
| | 10. | Shared Dispositive Power -0- |
| 11. | Aggregate Amount
Beneficially Owned by Each Reporting Person 411,417 | |
| 12. | Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) o | |
| 13. | Percent of Class
Represented by Amount in Row (11) 0.12% | |
| 14. | Type of Reporting Person
(See Instructions) PN | |

10

SEQ.=1,FOLIO='10',FILE='C:\JMS\gkibbe\07-9508-1\task1947235\9508-1-ba.htm',USER='gkibbe',CD='Mar 30 14:04 2007'

| 2. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) RH Fund 7, L.P. — Check the Appropriate Box
if a Member of a Group (See Instructions) | |
| --- | --- | --- |
| | (a) | x |
| | (b) | o |
| 3. | SEC Use Only | |
| 4. | Source of Funds (See
Instructions) WC | |
| 5. | Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e) o | |
| 6. | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 197,768 |
| | 8. | Shared Voting Power -0- |
| | 9. | Sole Dispositive Power 197,768 |
| | 10. | Shared Dispositive Power -0- |
| 11. | Aggregate Amount
Beneficially Owned by Each Reporting Person 197,768 | |
| 12. | Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) o | |
| 13. | Percent of Class
Represented by Amount in Row (11) 0.06% | |
| 14. | Type of Reporting Person
(See Instructions) PN | |

11

SEQ.=1,FOLIO='11',FILE='C:\JMS\gkibbe\07-9508-1\task1947235\9508-1-ba.htm',USER='gkibbe',CD='Mar 30 14:04 2007'

| 2. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Relational Investors III, L.P. — Check the Appropriate Box
if a Member of a Group (See Instructions) | |
| --- | --- | --- |
| | (a) | x |
| | (b) | o |
| 3. | SEC Use Only | |
| 4. | Source of Funds (See Instructions) WC | |
| 5. | Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e) o | |
| 6. | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 127,757 |
| | 8. | Shared Voting Power -0- |
| | 9. | Sole Dispositive Power 127,757 |
| | 10. | Shared Dispositive Power -0- |
| 11. | Aggregate Amount
Beneficially Owned by Each Reporting Person 127,757 | |
| 12. | Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) o | |
| 13. | Percent of Class
Represented by Amount in Row (11) 0.04% | |
| 14. | Type of Reporting Person
(See Instructions) PN | |

12

SEQ.=1,FOLIO='12',FILE='C:\JMS\gkibbe\07-9508-1\task1947235\9508-1-ba.htm',USER='gkibbe',CD='Mar 30 14:04 2007'

| 2. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Relational Investors VIII, L.P. — Check the Appropriate Box
if a Member of a Group (See Instructions) | |
| --- | --- | --- |
| | (a) | x |
| | (b) | o |
| 3. | SEC Use Only | |
| 4. | Source of Funds (See
Instructions) WC | |
| 5. | Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e) o | |
| 6. | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 4,049,405 |
| | 8. | Shared Voting Power -0- |
| | 9. | Sole Dispositive Power 4,049,405 |
| | 10. | Shared Dispositive Power -0- |
| 11. | Aggregate Amount
Beneficially Owned by Each Reporting Person 4,049,405 | |
| 12. | Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) o | |
| 13. | Percent of Class
Represented by Amount in Row (11) 1.18% | |
| 14. | Type of Reporting Person
(See Instructions) PN | |

13

SEQ.=1,FOLIO='13',FILE='C:\JMS\gkibbe\07-9508-1\task1947235\9508-1-ba.htm',USER='gkibbe',CD='Mar 30 14:04 2007'

| 2. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Relational Investors IX, L.P. — Check the Appropriate Box
if a Member of a Group (See Instructions) | |
| --- | --- | --- |
| | (a) | x |
| | (b) | o |
| 3. | SEC Use Only | |
| 4. | Source of Funds (See
Instructions) WC | |
| 5. | Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e) o | |
| 6. | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 1,722,937 |
| | 8. | Shared Voting Power -0- |
| | 9. | Sole Dispositive Power 1,722,937 |
| | 10. | Shared Dispositive Power -0- |
| 11. | Aggregate Amount
Beneficially Owned by Each Reporting Person 1,722,937 | |
| 12. | Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) o | |
| 13. | Percent of Class
Represented by Amount in Row (11) 0.50% | |
| 14. | Type of Reporting Person
(See Instructions) PN | |

14

SEQ.=1,FOLIO='14',FILE='C:\JMS\gkibbe\07-9508-1\task1947235\9508-1-ba.htm',USER='gkibbe',CD='Mar 30 14:04 2007'

| 2. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Relational Investors X, L.P. — Check the Appropriate Box
if a Member of a Group (See Instructions) | |
| --- | --- | --- |
| | (a) | x |
| | (b) | o |
| 3. | SEC Use Only | |
| 4. | Source of Funds (See
Instructions) WC | |
| 5. | Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e) o | |
| 6. | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 3,180,597 |
| | 8. | Shared Voting Power -0- |
| | 9. | Sole Dispositive Power 3,180,597 |
| | 10. | Shared Dispositive Power -0- |
| 11. | Aggregate Amount
Beneficially Owned by Each Reporting Person 3,180,597 | |
| 12. | Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) o | |
| 13. | Percent of Class
Represented by Amount in Row (11) 0.93% | |
| 14. | Type of Reporting Person
(See Instructions) PN | |

15

SEQ.=1,FOLIO='15',FILE='C:\JMS\gkibbe\07-9508-1\task1947235\9508-1-ba.htm',USER='gkibbe',CD='Mar 30 14:04 2007'

| 2. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Relational Investors XI, L.P. — Check the Appropriate Box
if a Member of a Group (See Instructions) | |
| --- | --- | --- |
| | (a) | x |
| | (b) | o |
| 3. | SEC Use Only | |
| 4. | Source of Funds (See
Instructions) WC | |
| 5. | Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e) o | |
| 6. | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 1,730,549 |
| | 8. | Shared Voting Power -0- |
| | 9. | Sole Dispositive Power 1,730,549 |
| | 10. | Shared Dispositive Power -0- |
| 11. | Aggregate Amount
Beneficially Owned by Each Reporting Person 1,730,549 | |
| 12. | Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) o | |
| 13. | Percent of Class
Represented by Amount in Row (11) 0.51% | |
| 14. | Type of Reporting Person
(See Instructions) PN | |

16

SEQ.=1,FOLIO='16',FILE='C:\JMS\gkibbe\07-9508-1\task1947235\9508-1-ba.htm',USER='gkibbe',CD='Mar 30 14:04 2007'

| 2. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Relational Investors XV, L.P. — Check the Appropriate Box
if a Member of a Group (See Instructions) | |
| --- | --- | --- |
| | (a) | x |
| | (b) | o |
| 3. | SEC Use Only | |
| 4. | Source of Funds (See
Instructions) WC | |
| 5. | Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e) o | |
| 6. | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 619,149 |
| | 8. | Shared Voting Power -0- |
| | 9. | Sole Dispositive Power 619,149 |
| | 10. | Shared Dispositive Power -0- |
| 11. | Aggregate Amount
Beneficially Owned by Each Reporting Person 619,149 | |
| 12. | Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) o | |
| 13. | Percent of Class
Represented by Amount in Row (11) 0.18% | |
| 14. | Type of Reporting Person
(See Instructions) PN | |

17

SEQ.=1,FOLIO='17',FILE='C:\JMS\gkibbe\07-9508-1\task1947235\9508-1-ba.htm',USER='gkibbe',CD='Mar 30 14:04 2007'

| 2. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Relational Investors XVI, L.P. — Check the Appropriate Box
if a Member of a Group (See Instructions) | |
| --- | --- | --- |
| | (a) | x |
| | (b) | o |
| 3. | SEC Use Only | |
| 4. | Source of Funds (See
Instructions) WC | |
| 5. | Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e) o | |
| 6. | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 487,866 |
| | 8. | Shared Voting Power -0- |
| | 9. | Sole Dispositive Power 487,866 |
| | 10. | Shared Dispositive Power -0- |
| 11. | Aggregate Amount
Beneficially Owned by Each Reporting Person 487,866 | |
| 12. | Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) o | |
| 13. | Percent of Class
Represented by Amount in Row (11) 0.14% | |
| 14. | Type of Reporting Person
(See Instructions) PN | |

18

SEQ.=1,FOLIO='18',FILE='C:\JMS\gkibbe\07-9508-1\task1947235\9508-1-ba.htm',USER='gkibbe',CD='Mar 30 14:04 2007'

| 2. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Ralph V. Whitworth — Check the Appropriate Box
if a Member of a Group (See Instructions) | |
| --- | --- | --- |
| | (a) | x |
| | (b) | o |
| 3. | SEC Use Only | |
| 4. | Source of Funds (See
Instructions) NA | |
| 5. | Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e) o | |
| 6. | Citizenship or Place of Organization United States | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power -0- |
| | 8. | Shared Voting Power 25,662,326 |
| | 9. | Sole Dispositive Power -0- |
| | 10. | Shared Dispositive Power 25,662,326 |
| 11. | Aggregate Amount
Beneficially Owned by Each Reporting Person 25,662,326 | |
| 12. | Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) o | |
| 13. | Percent of Class
Represented by Amount in Row (11) 7.49% | |
| 14. | Type of Reporting Person
(See Instructions) IN | |

19

SEQ.=1,FOLIO='19',FILE='C:\JMS\gkibbe\07-9508-1\task1947235\9508-1-ba.htm',USER='gkibbe',CD='Mar 30 14:04 2007'

| 2. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) David H. Batchelder — Check the Appropriate Box
if a Member of a Group (See Instructions) | |
| --- | --- | --- |
| | (a) | x |
| | (b) | o |
| 3. | SEC Use Only | |
| 4. | Source of Funds (See
Instructions) NA | |
| 5. | Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e) o | |
| 6. | Citizenship or Place of Organization United States | |
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power -0- |
| | 8. | Shared Voting Power 25,662,326 |
| | 9. | Sole Dispositive Power -0- |
| | 10. | Shared Dispositive Power 25,662,326 |
| 11. | Aggregate Amount
Beneficially Owned by Each Reporting Person 25,662,326 | |
| 12. | Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) o | |
| 13. | Percent of Class
Represented by Amount in Row (11) 7.49% | |
| 14. | Type of Reporting Person
(See Instructions) IN | |

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| Item 1. |
| --- |
| This Schedule 13D/A
constitutes the first amendment to the Schedule 13D originally filed by the Reporting
Persons with the Securities and Exchange Commission on March 9, 2007 (the “ Statement ”) with respect to the common
stock, $.10 par value (the “ Shares ”),
of Unum Group, a Delaware corporation (the “ Issuer ”
or the “ Company ”). Except as
specifically amended by this Schedule 13D/A, the Statement remains in full
force and effect. |

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| Item 3. |
| --- |
| Item 3 of the Statement
is hereby amended and restated as follows: RILLC and the Managed
Accounts purchased an aggregate of 3,302,624 Shares for a total consideration
(including brokerage commissions) of $67.5 million derived from capital
of the Managed Accounts and margin borrowings from certain client margin
accounts at Credit Suisse Securities (USA) LLC (“ CSSU ”). |
| The Relational LPs
purchased an aggregate of 22,359,702 Shares for total consideration
(including brokerage commissions) of $459.8 million derived from the
capital of the Relational LPs and margin borrowings from CSSU for RFP, RCP,
RH1 and RH2. |
| Interest on the margin
debt balance of the margin accounts described above is charged at the then
Federal Funds Rate plus 50 basis points. CSSU has a lien on the Shares
held by certain Managed Accounts and those held by RFP, RCP, RH1 and RH2 to
secure repayment of the margin borrowings described above. |

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| Item 5. |
| --- |
| Item 5 of the Statement is hereby amended and
restated as follows: (a) As
of the date of this Statement, the Reporting Persons beneficially owned in
the aggregate 25,662,326 Shares, constituting 7.49% of the outstanding
Shares. The percentage of Shares owned being based upon 342,656,811
Shares outstanding on February 23, 2007, as set forth in the Issuer’s Annual
Report on Form 10-K for the year ended December 31, 2006. The Reporting
Persons may be deemed to have direct beneficial ownership of the Shares as
follows: |

NAME	NUMBER OF SHARES	% OF OUTSTANDING SHARES	VOTING AND DISPOSITIVE POWER
RILLC	3,302,624	0.96 %	Sole
RILP	4,191,241	1.22 %	Sole
RFP	111,682	0.03 %	Sole
RCP	249,937	0.07 %	Sole
RP	95,793	0.03 %	Sole
RH1	2,378,780	0.69 %	Sole
RH2	2,181,084	0.64 %	Sole
RH4	623,740	0.18 %	Sole
RH6	411,417	0.12 %	Sole
RH7	197,768	0.06 %	Sole
RI III	127,757	0.04 %	Sole
RI VIII	4,049,405	1.18 %	Sole
RI IX	1,722,937	0.50 %	Sole
RI X	3,180,597	0.93 %	Sole
RI XI	1,730,549	0.51 %	Sole
RI XV	619,149	0.18 %	Sole
RI XVI	487,866	0.14 %	Sole

| RILLC, individually and in
its capacity as an investment adviser, may be deemed to possess direct
beneficial ownership of the 3,302,624 Shares that are owned by it and the
Managed Accounts. Additionally, RILLC, as the sole general partner, or
sole managing member of the general partner, of each of Relational LPs may be deemed to
beneficially own (as that term is defined in Rule 13d-3 under the Securities
Exchange Act of 1934, as amended) the 22,359,702 Shares beneficially owned by
the Relational LPs because the limited partnership agreements of the
Relational LPs specify that RILLC has sole investment discretion and voting
authority with respect to those Shares. |
| --- |
| Each of Messrs.
Whitworth and Batchelder, as Principals of RILLC, may be deemed to share
indirect beneficial ownership of the Shares which RILLC may beneficially
own. Each of Messrs. Whitworth and Batchelder disclaims beneficial
ownership of such Shares for all other purposes. |
| To the best of the
knowledge of each of the Reporting Persons, other than as set forth above,
none of the persons named in Item 2 is the beneficial owner of any Shares. |

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| (b) See
item (a) above. | |
| --- | --- |
| (c) Information
concerning transactions in the Shares by the Reporting Persons during the
past 60 days and not previously reported is set forth in Exhibit A filed with
this Statement. | |
| (d) No
other person is known to have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the Shares
covered by this Statement, except that dividends from, and proceeds from the
sale of, the Shares held by accounts managed by RILLC may be delivered to
such accounts. | |
| (e) Not
applicable. | |
| Item 7. | Material to Be Filed as Exhibits |
| | The
following Exhibits are filed herewith: Exhibit A – Information concerning transactions in the Shares affected
by the Reporting Persons since the last filing. |

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*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.

Dated: March 30, 2007

RELATIONAL INVESTORS, L.P. RELATIONAL FUND PARTNERS, L.P. RELATIONAL COAST PARTNERS, L.P. RELATIONAL PARTNERS, L.P. RH FUND 1, L.P. RH FUND 2, L.P. RH FUND 4, L.P. RH FUND 6, L.P. RH FUND 7, L.P. RELATIONAL INVESTORS III, L.P. RELATIONAL INVESTORS VIII, L.P. RELATIONAL INVESTORS IX, L.P. RELATIONAL INVESTORS X, L.P. RELATIONAL INVESTORS XI, L.P. RELATIONAL INVESTORS XV, L.P. RELATIONAL INVESTORS XVI, L.P.

| By: |
| --- |
| as general partner to each, except as the sole
managing member of the general partners of Relational Investors III, L.P. and
Relational Investors X, L.P. |

	/s/ Ralph V. Whitworth
	Ralph V. Whitworth, Principal
RELATIONAL
INVESTORS, LLC
By:	/s/ Ralph V. Whitworth
	Ralph V. Whitworth, Principal
/s/
Ralph V. Whitworth
Ralph V.
Whitworth
/s/
David H. Batchelder
David H.
Batchelder

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*EXHIBIT INDEX*

Exhibit	Description
A.	Information concerning transactions in the Shares
affected by Reporting Persons since the last filing.

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