SEC FORM 5/A

SEC Form 5

FORM 5

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

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

MADEJA PETER C

(Last)

(First)

(Middle)

1 FOUNTAIN SQUARE

(Street)

CHATTANOOGA

374021307

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
UNUMPROVIDENT CORP [ UNM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Senior Vice President

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/1999

4. If Amendment, Date of Original Filed (Month/Day/Year)
02/12/2000

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock							8,001⁽¹⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Stock/Dividend Equivalent Rights (Prem.)	$0.00⁽²⁾	12/31/1999⁽³⁾		A	3.16		⁽⁴⁾	⁽⁴⁾	Common Stock	3.16	$0	3.16	D
Phantom Stock/Dividend Equivalent Rights (Purch.)	$0.00⁽²⁾	12/31/1999⁽³⁾		A	7.39		⁽⁵⁾	⁽⁵⁾	Common Stock	7.39	$0	7.39	D
Phantom Stock/Grant (Premium Shares)	$0.00⁽²⁾	02/12/1999		A	232.39		⁽⁶⁾	⁽⁶⁾	Common Stock	232.39	$0	232.39	D
Phantom Stock/Grant (Purchased Shares)	$0.00⁽²⁾	02/12/1999		A	542.24		⁽⁷⁾	⁽⁷⁾	Common Stock	542.24	$0	542.24	D

Explanation of Responses:

1. This amount was previously reported as 8,101 shares due to the inclusion of phantom shares, which should have been reported on Table II, as well as the exclusion of shares held in the Company's Employee Stock Purchase Plan. This amendment corrects the error. The amount now includes 1460 restricted shares, 1126 shares held in the Company's Employee Stock Purchase Plan and 5415 shares held outside of any plan.

2. Conversion is one for one.

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

4. 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.

5. 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.

6. 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.

7. 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.

Remarks:

	By: Jo C. Dearing on behalf of Peter C. Madeja	09/03/2003
	** Signature of Reporting Person	Date
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